Exhibit 10.3
CONSULTING
AGREEMENT
THIS IS A CONSULTING AGREEMENT
(“Agreement”) made and entered into as of the 25th day
of February, 2009, by and between Anthony Cork
(“Consultant”) and Covance Inc., a Delaware corporation
(“Covance”), whose address is 210 Carnegie Center
08540.
RECITALS:
Consultant has retired as an officer
of Covance effective December 31, 2008 and shall retire as an
employee of Covance effective February 25, 2009.
Subsequent to such retirement as an employee, Covance desires to
engage Consultant, and Consultant is willing to be engaged, to
assist Covance in connection with its relationship with Noveprim
Limited and other matters.
NOW, THEREFORE, in consideration of
the mutual covenants, terms and conditions contained in this
Agreement, Consultant and Covance agree as follows:
1.
Consulting Duties
. Consultant shall
provide to Covance duties reasonably requested by Covance relating
to Covance’s relationship with Noveprim Limited including
service on the Board of Directors of Noveprim Limited as a
representative of Covance (the “Consulting
Duties”). Consultant shall perform the Consulting
Duties in a competent and professional manner in accordance with
all applicable law and industry standards.
2.
Term . Subject to section
1(b) above, this Agreement shall commence as of the date of
this agreement and be effective for an initial one year term.
This Agreement may be extended annually thereafter if agreed
to in writing by the parties.
3.
Fees . Covance shall pay Consultant the
amount of $14,400 per annum payable monthly in arrears. In
the event Consultant shall, at Covance’s request, perform
services unrelated to Covance’s investment in Noveprim
Limited, Covance shall pay Consultant at the rate of $1,200 per
day. Such additional fees shall be paid at the end of each month
for work performed during such month but only after receipt by
Covance of a written invoice detailing Consultant’s
activities.
4.
Expenses . Covance will reimburse Consultant for
reasonable out-of-pocket expenses incurred by Consultant, provided
that travel expenses are approved in advance by Covance.
5.
Confidential Information;
Non-Competition . (a) From the date hereof, and
notwithstanding termination of this Agreement, Consultant will not,
directly or indirectly, use for his own benefit or purposes,
disclose to, or use for the benefit or purposes of anyone other
than Covance, any Confidential Information regarding the Company
and its
affiliates. “Confidential
Information” means all data, information, know-how,
processes, process parameters, methods, practices, specifications,
raw materials and preparations, computer programs,
documentation, customer names or lists, price lists, supplier names
or lists, trade secrets, business plans, marketing plans, financial
information, and the like, in whatever form or medium, and whether
or not generated by Covance or received by Covance from third
parties, whether or not designated or marked
“Confidential” or the like, which Consultant learns or
acquires while engaged by Covance as a Consultant.
Notwithstanding the foregoing,
Confidential Information shall not include information
which:
(i)
Is now, or which hereafter, through
no act or failure to act on the part of Consultant, becomes
generally known or available to the public without breach of this
Agreement; or
(ii)
Is hereafter furnished to Consultant
in good faith by a third party who has an independent right to such
Information; or
(iii)
Is disclosed with the written
approval of Covance.
(b) During the term of this
Agreement and for a period of one year thereafter, Consultant shall
not, directly or indirectly, whether as a principal, director,
employee, agent, distributor, representative, stockholder (or
otherwise, provide in any manner or capacity, or advise, assist or
participate with any other person or entity in any manner or
capacity in providing, services or products substantially similar,
in whole or in part, to those of Covance). Nothing contained herein
shall restrict the Consultant from making any investment in any
company whose stock is listed on a national securities exchange or
traded in the over-the-counter market, so long as such investment
does not exceed 5% of the outstanding shares of such
company.
6.
Records and Documents
. Except in the performance of
his duties as a consultant of Covance, Consultant will not at any
time or in any manner make or in any manner
