Sample Business Contracts

Employment Agreement - eResearchTechnology Inc. and Joel Morganroth

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
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  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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[Company Letterhead]


The following agreement is hereby entered into between Joel Morganroth
(hereinafter known as Employee) 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.


         Employee agrees to hold the position of Chief Scientist and shall be
         directly responsible to the CEO. Employee will 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. Employee also agrees to provide medical interpretation for
         diagnostic tests as such reading is from time to time required.


         Employee agrees to devote his best efforts to his employment with the


         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 one year, commencing May 21,
         2001 and will continue from year to year unless terminated.


         a.   Salary shall be $175,000/year payable in equal installments as per
              the company's payroll policy. Salary shall be considered on an
              annual basis and adjusted based on performance.

         b.   Employee agrees to waive all standard benefits of the Company as
              they shall exist from time to time.

         c.   Employee is eligible to receive stock option grants at the
              discretion of the Compensation Committee of the Board of
              Directors. All stock options currently held by the employee are a
              direct result of prior employment with the Company or its
              affiliated companies.


         Employee acknowledges that employment with the Company requires him/her
         to have access to confidential information and material belonging to
         the Company, including customer lists, contracts, proposals, operating
         procedures, trade secrets and business methods and systems, which have
         been developed at great expense by the Company and which Employee
         recognizes to be unique assets of the Company's business. 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
         proprietary material relating to the business, operations, or prospects
         of the Company except as authorized in writing by the Company or
         required during the performance of his duties.



         a.   During employment with the Company and for a period of two years
              (the "Restrictive Period") 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: (i) request or cause any of
              the Company's suppliers, customers or vendors to cancel or
              terminate any existing or continuing business relationship with
              the Company; (ii) solicit, entice, persuade, induce, request or
              otherwise cause any employee, officer or agent of the Company to
              refrain from rendering services to the Company or to terminate his
              or her relationship, contractual or otherwise, with the Company;
              or (iii) induce or attempt to influence any customer or vendor to
              cease or refrain from doing business or to decline to do business
              with the Company or any of its affiliated distributors or vendors.

         b.   The Employee agrees that, during the Restrictive Period, the
              Employee will not, directly or indirectly, accept employment with,
              provide services to or consult with, or establish or acquire any
              interest in, any business, firm, person, partnership, corporation
              or other entity which engages in any business or activity that is
              the same as or competitive with the business conducted by the
              Company in any state of the United States of America and in any
              foreign country in which any customer to whom the Company is
              providing services or technology is located.


         a.   Any breach of the covenants made in Sections 6 and 7 hereof shall
              result in the forfeiture of the Employee's right to any and all
              payments which may be required to be made under this Agreement
              following such breach and shall relieve the Company of any
              obligation to make such payments.

         b.   The Employee acknowledges that his compliance with the covenants
              in Sections 6 and 7 hereof is necessary to protect the good will
              and other proprietary interests of the Company and that, in the
              event of any violation by the Employee of the provisions of
              Section 6 or 7 hereof, the Company will sustain serious,
              irreparable and substantial harm to its business, the extent of
              which will be difficult to determine and impossible to remedy by
              an action at law for money damages. Accordingly, the Employee
              agrees that, in the event of such violation or threatened
              violation by the Employee, the Company shall be entitle to an
              injunction before trial from any court of competent jurisdiction
              as a matter of course and upon the posting of not more than a
              nominal bond in addition to all such other legal and equitable
              remedies as may be available to the Company.


         c.   The rights and remedies of the Company as provided in this Section
              8 shall be cumulative and concurrent and may be pursued
              separately, successively or together against Employee, at the sole
              discretion of the Company, and may be exercised as often as
              occasion therefor shall arise. The failure to exercise any right
              or remedy shall in no event be construed as a waiver or release

         d.   The Employee agrees to reimburse the Company for any expenses
              incurred by it in enforcing the provisions of Sections 6 and 7
              hereof if the Company prevails in that enforcement.


         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 is not currently restricted
         by any existing employment or non-compete agreement that would conflict
         with the terms of this Agreement.


         a.   Employment is "at will" which means that either the Company or
              Employee may terminate at any time, with or without cause or good
              reason, upon written notice given at least 30 days prior to

         b.   This Agreement shall terminate upon the death of the Employee. In
              addition, if, as a result of a mental or physical condition which,
              in the reasonable opinion of a medical doctor selected by the
              Company's board of directors, can be expected to be permanent or
              to be of an indefinite duration and which renders the Employee
              unable to carry out the job responsibilities held by, or the tasks
              assigned to, the Employee immediately prior to the time the
              disabling condition was incurred, the Employee shall have been
              absent from his duties hereunder on a full-time basis for 120
              consecutive days, or 180 days during any twelve month period, and
              within thirty (30) days after written notice (which may occur
              before or after the end of such 120 or 180 day period), by the
              Company to Employee of the Company's intent to terminate the
              Employee's employment by reason of such Disability, the Employee
              shall not have returned to the performance of his duties
              hereunder, the Employee's employment hereunder shall, without
              further notice, terminate at the end of said thirty-day notice.


         c.   The Company may also terminate the Employee's employment under
              this Agreement for Cause. For purposes of this Agreement the
              Company shall have "Cause" to terminate the Employee's employment
              if the Employee, in the reasonable judgment of the Company, (i)
              fails to perform any reasonable directive of the Company that may
              be given from time to time for the conduct of the Company's
              business; (ii) materially breaches any of his commitments, duties
              or obligations under this Agreement; (iii) embezzles or converts
              to his own use any funds of the Company or its Affiliates or any
              business opportunity of the Company of its Affiliates; (iv)
              destroys or converts to his own use any property of the Company or
              its Affiliates, without the Company's consent; (v) is convicted
              of, or indicted for, or enters a guilty plea or plea of no contest
              with respect to, a felony; (vi) is adjudicated an incompetent or
              (vii) violates any federal, state, local or other law applicable
              to the business of the Company or engages in any conduct which, in
              the reasonable judgment of the Company, is injurious to the
              business or interests of the Company.

         d.   Upon any termination of this Agreement, the Company shall have no
              further obligation to Employee other than for Annual Salary earned
              through the date of termination, and no severance pay or other
              benefits of any kind shall be payable; provided, however, that in
              the event the Company terminates this Agreement other than for
              Cause or as a result of the death or Disability of the Employee,
              the company will provide for a severance package of 2.3 times the
              annual salary, which will include base salary and benefits but
              excludes any fees or compensation covered under the consulting
              agreement with Joel Morganroth, M.D., P.C. The Company must give
              the Employee written notice of the Employee's breach under
              sections 11.c.(i.), 11.c.(ii), and 11.c.(vii) and 15 days to cure
              before the Employee is given notice of termination as required
              under Section 11.a.

         e.   Notwithstanding any contrary provision contained in this
              Employment Agreement, in the event that either (a) there is a
              "Change of Control" (as hereafter defined) and neither the Company
              nor the Buyer offers the Executive a position with comparable
              responsibilities, authority, location or compensation, or (b)
              after the date of the Change in Control but before the first
              anniversary thereof, the Executive's responsibilities, authority,
              location, or compensation are not acceptable to the Executive the
              Executive may elect to resign and receive severance equal to 2.3
              times the annual salary, payable in one lump sum in accordance
              with the Company's policy.

              The Executive must provide written notice of such election not
              less than sixty days following the date of the Change of Control
              or, if the Executive's new position is changed within the time
              period and in the manner described above, within thirty days
              following such event.

              The term "Change of Control", as utilized herein, refers to:

              (i)     A change of control of a nature that would be required to
                      be reported in the Company's proxy statement under the
                      Securities Exchange Act of 1934, as amended;

              (ii)    The approval by the Board of Directors of a sale, not in
                      the ordinary course of business, of all or substantially
                      all of the Company's assets and business to an unrelated
                      third party and the consummation of such transaction; or

              (iii)   The approval by the Board of Directors of any merger,
                      consolidation, or like business combination or
                      reorganization of the Company, the consummation of which
                      would result in the occurrence of any event described in
                      clause (i) or (ii) above, and the consummation of such

Except as expressly modified and amended hereby, the Employment Agreement and
its terms and provisions are hereby ratified, confirmed and approved in all



         a.   This Agreement and any disputes arising herefrom 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.

         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. No waiver by either
              party of any condition or of the breach by the other of any term
              or covenant contained in this Agreement shall be effective unless
              in writing and signed by the aggrieved party. A waiver by a party
              hereto in any one or more instances shall not be deemed or
              construed as a further or continuing waiver of any such condition
              or breach or a waiver of any other condition, or of the breach of
              any other term or covenant set forth in this Agreement.

         e.   Any notice required or permitted to be given under this Agreement
              shall be in writing and shall be deemed to have been given when
              delivered in person, sent by certified mail, postage prepaid, or
              delivered by a nationally recognized overnight delivery service
              addressed, if to the Company at 30 S. 17th Street, 8th Floor,
              Philadelphia, PA 19103 Attn: President and if to the Employee, at
              the address of his personal residence as maintained in the
              Company's records.

For Employee:                      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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