eResearchTechnology,
Inc.
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
1818 Market Street, Philadelphia, PA 19103
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a)
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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.
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b)
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Consultant agrees to provide Joel
Morganroth, M.D. (“Dr. Morganroth”) to market the
services of the Company’s eRT Consulting Group, which the
Company shall define from time to time, (“Services”) to
pharmaceutical, biomedical and medical device companies and to
perform such Services for the eRT Consulting Group as requested by
the Company.
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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.
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a)
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Base fees shall be $309,000/year
payable in twelve equal installments of $25,750 by the 15
th
of each month.
Consultant will be eligible for incentive compensation to be
determined by the Board of Directors.
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b)
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Consultant shall be paid a
commission of 80% of net revenues for services performed by the eRT
Consultant Group for those Consultant Services. Payment shall be
made to the Consultant within thirty (30) days following the
Company’s billing to the Sponsor for such
Services.
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c)
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Consultant should be reimbursed for
reasonable out of pocket expenses when properly
documented.
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d)
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Consultant agrees to maintain
medical licenses and insurance as required to carry out the duties
described herein, which will be reimbursed by the company when
properly documented and which shall not exceed $20,000 per
year.
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e)
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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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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
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