Consultant Agreement - eResearchTechnology Inc. and Joel Morganroth
eResearchTechnology, Inc.
CONSULTANT AGREEMENT
The following agreement is hereby entered into between, Joel Morganroth, M.D.,
P.C. (hereinafter known as Consultant) and eResearchTechnology, Inc. (together
with its affiliated corporations hereinafter known as the "Company"), and having
its principal offices at 30 S. 17th Street, Philadelphia, PA 19103
1. SCOPE OF PROJECT
a) Consultant agrees to provide Joel Morganroth, M.D. ("Dr.
Morganroth") to advise the Company on matters related to the
successful operation, marketing and business development of the
Company's Diagnostic Business Unit (DX), on a best efforts basis
to achieve annual goals established with the Board of Directors.
b) Goals for 2001 will include DX consultation including reading
ECGs (estimated at 50,000 or more per year), primary
responsibility for $3.3 million of DX revenue, business
development leadership in the drug development industry and at
certain pharmaceutical and health provider accounts, and DX
revenues exceeding $18 million. The CFO will prepare a report
quarterly on performance related to the goals. Goals of a
similar nature will be developed for each year this Agreement
remains in force.
2. ETHICAL CONDUCT
Consultant will conduct himself in a professional and ethical manner
at all times and will comply with all Company policies as well as all
State and Federal regulations and laws as they may apply to the
services, products, and business of the Company.
3. Compensation
a) Base fees shall be $180,000/year payable in twelve equal
installments of $15,000 by the 15th of each month plus incentive
fees of $48,000/year payable $12,000 quarterly by the 15th of
the following month if goals are met. Consultant will be
eligible for other incentive compensation awarded by the Board
for exceptional performance.
b) Consultant will be reimbursed for reasonable out of pocket
expenses when properly documented.
c) Consultant agrees to maintain his medical licenses and insurance
as required to carry out the duties described herein, which will
be reimbursed by the company when properly documented not to
exceed $13,000 per year.
d) Consultant shall be acting as an independent contractor and not
as an employee of the Company. Payment of any tax and/or social
security liabilities relative to this compensation shall be the
responsibility of the Consultant.
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4. NON-DISCLOSURE
Consultant acknowledges that consultancy for the Company requires him
to have access to confidential information and material belonging to
the Company, including customer lists, contracts, proposals,
operating procedures, and trade secrets. Upon termination of the
consulting relationship for any reason, Consultant agrees to return
to the Company any such confidential information and material in his
possession with no copies thereof retained. Consultant further
agrees, whether during the term of this agreement with the Company or
any time after the termination thereof (regardless of the reason for
such termination), he will not disclose nor use in any manner, any
confidential or other material relating to the business, operations,
or prospects of the Company except as authorized in writing by the
Company.
5. INVENTIONS
a) Consultant agrees to promptly disclose to the Company each
discovery, improvement, or invention conceived, made, or reduced
to practice during the term of this agreement. Consultant
further agrees to grant to the Company the entire interest in
all of such discoveries, improvements, and inventions and to
sign all patent/copyright applications or other documents needed
to implement the provisions of this paragraph without additional
consideration. Consultant further agrees that all works of
authorship subject to statutory copyright protection developed
jointly or solely, during the term of this agreement shall be
considered property of the Company and any copyright thereon
shall belong to the Company. Any invention, discovery, or
improvement conceived, made, or disclosed, during the one year
period following the termination of this agreement shall be
deemed to have been made, conceived, or discovered during the
term hereof.
b) If publication of data generated from studies conducted under
the auspices of the Company is anticipated, Consultant agrees to
obtain permission from the Company for such publication.
6. NO SOLICITATION
During the continuance of this Agreement and for a period of one year
thereafter (regardless of the reason for termination), Consultant
agrees that it will not, directly or indirectly, in any way for its
own account, as employee, stockholder, partner or otherwise, or for
the account of any other person, corporation, or other entity,
inappropriately or unethically solicit clients, Company employees or
independent contractors that would interfere with the business of the
Company.
7. NO CURRENT CONFLICT
Consultant hereby assures the Company that he/she is not currently
restricted by any existing employment or non-compete agreement that
would conflict with the terms of this Agreement.
8. TERM OF AGREEMENT
The term of this Agreement will be effective as of May 21, 2001 and
will continue from year to year unless terminated.
9. TERMINATION
a) The Company may terminate consulting services at any time
without the need to show cause upon 90 days written notice to
Consultant.
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b) The Company may terminate consulting services without notice for
failure to meet obligations under the Agreement. The following,
as determined by the Company in its reasonable judgment, shall
constitute failure to meet these obligations:
(1) Consultant's failure to perform services or meet goals
defined under the scope of the project.
(2) Any misconduct which is injurious to the business or
interests of the Company.
(3) Violation of any federal, state, or local law applicable
to the business of the Company.
(4) Any material breach of this agreement.
c) The Consultant will be notified on any alleged breach in writing
and be allowed 60 days to cure any deficiency. Upon any
termination pursuant to subparagraph (a) and (b) above, the
Consultant shall be entitled to no further fees or payments
hereunder, except those which shall have accrued to the date of
termination.
10. MISCELLANEOUS
a) This Agreement and any disputes arising here from shall be
governed by Pennsylvania law.
b) In the event that any provision of this Agreement is held to be
invalid or unenforceable for any reason, including without
limitation the geographic or business scope or duration thereof,
this Agreement shall be construed as if such provision had been
more narrowly drawn so as not to be invalid or unenforceable.
c) This Agreement supersedes all prior agreements, arrangements,
and understandings, written or oral, relating to the subject
matter with the Company or its affiliates. Without limiting the
foregoing, this Agreement replaces and supersedes in full the
Consultant Agreement between the Company or its affiliates and
Consultant, which is hereby terminated in full.
d) The failure of either party at any time or times to require
performance of any provision hereof shall in no way affect the
right at a later time to enforce the same.
e) The provisions of paragraphs 4,5,6,7 and 9(a) hereof are
intended to apply equally to the Consultant and Dr. Morganroth,
and the Consultant will assure Dr. Morganroth's compliance with
the same.
For Consultant: For the Company:
/s/ Joel Morganroth /s/ Bruce Johnson
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Date: May 21, 2001 Date: May 21, 2001
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