Sample Business Contracts

Employment Agreement - Premier Research Worldwide and Joel Morganroth

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The following agreement is hereby entered into between Joel Morganroth, M.D.,
(hereinafter known as "Employee") and Premier Research Worldwide (together with
its affiliated corporations hereinafter known as the "Company") and having its
principal offices at 124-34 South 15th Street, Philadelphia, PA 19102.


           Employee agrees to hold the position of Chief Executive Officer and
           shall be directly responsible to the Board of Directors.

2.         BEST EFFORTS

           a)     Employee agrees to devote best efforts to his employment with
                  the Company, on a full-time exclusive basis carrying out
                  duties as defined in the position description dated October,

           b)     Employee agrees not to use the  facilities,  personnel or
                  property of the Company for personal or private business


           Employee 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.


           This Agreement will be for a period of five (5) years  commencing
           1 January 1997 and continuing  through 31 December 2001.


           a)     Salary

                  Salary shall be payable in equal installments as per the
                  Company's payroll policy and shall be $201,000 annually for
                  the year 1997. Thereafter, salary will be reviewed annually by
                  the compensation committee and approved by the Board of

           b)     Benefits

                  Benefits shall be the standard benefits of the Company as they
                  shall exist from time to time.

           c)     Bonus

                  Employee hereby acknowledges the receipt of a stock option
                  grant of 100 shares issued under the Horizon 2000 program on 1
                  February 1995 which was in lieu of a bonus plan. Accordingly,
                  employee agrees that additional bonus (under existing or new
                  plans) will not be considered during the term of this


           Employee acknowledges that employment with 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
           employment for any reason, Employee agrees to return to the Company
           any such confidential information and material in his possession with
           no copies thereof retained. Employee further agrees, whether during
           employment 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.


           During employment with the Company and for a period of two years
           thereafter (regardless of the reason for termination) Employee agrees
           he will not, directly or indirectly, in any way for his own account,
           as Employee, stockholder, partner, or otherwise, or for the account
           of any other person, corporation, or entity:

           a)     Engage, within any geographic area in which the Company is the
                  conducting its business, in any business segment which is
                  competitive with the Company in which he has actively
                  participated as an Employee of the Company; or

           b)     Solicit customers who, during the period of employment, were
                  customers of the Company or were actively solicited as
                  customers of the Company; or

           c)     Offer employment to any Employee of the Company in any
                  capacity whatsoever, or attempt to induce or cooperate with
                  any other firm in an attempt to induce an Employee of the
                  Company to leave the employ of the Company; or

           d)     Attempt or cooperate with any other firm in an attempt to
                  induce any independent contractor of the Company to cease
                  providing services to the Company.

8.         INVENTIONS

           Employee agrees to promptly disclose to the Company each discovery,
           improvement, or invention conceived, made, or reduced to practice
           (whether during working hours or otherwise) during the term of
           employment. Employee 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. Employee further agrees that all works of authorship
           subject to statutory copyright protection developed jointly or
           solely, while employed shall be considered a work made for hire 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 employment with the
           Company shall be deemed to have been made, conceived, or discovered
           during employment with the Company.

           Employee acknowledges that the only discoveries, improvements, and
           other inventions made prior to the date hereof which have not been
           filed in the United States Patent Office are attached as Exhibit A.


           Employee 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.


           Employment is "at will" which means that either the Company or
           Employee may terminate at any time, with or without cause or good

           a)     The Company may terminate other than for "cause" at any time
                  upon written notice to Employee. In such case, the Company
                  will continue to pay Employee's annual salary for a period of
                  one year following such termination. The Company will have no
                  other obligation and no other severance pay or other benefits
                  will be provided.

           b)     The Company may terminate employment for cause at any time
                  upon written notice setting forth the nature of such cause.
                  The following, as determined by the Company in its reasonable
                  judgment, shall constitute "cause" for termination:

                  (1)    Employee's failure to perform duties and
                         responsibilities as outlined in the job description
                         dated October, 1996 or as amended thereafter.
                  (2)    Any Employee 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)     Employee may terminate employment at any time, with or without
                  good reason, upon 90 days written notice to the Company.

           d)     If Employee resigns or employment is terminated by the Company
                  for cause, the Company shall have no further obligation to
                  Employee other than for annual salary earned through the date
                  of termination.




           a)     This Agreement and any disputes arising herefrom shall be
                  governed by New Jersey 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

           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.

           For Employee:                       For the Company:

           _______________________________     ________________________________

           Date:__________________________     Date: __________________________