Exhibit 10.25
CONSULTING SERVICES
AGREEMENT
This Consulting Services Agreement
(“Agreement”) is made effective the 1 st day
of April 2008 (the “Effective Date”), by and between
Emergent BioSolutions Inc. (“Emergent”), a
Delaware corporation, with offices at 2273 Research Boulevard,
Suite 400, Rockville, Maryland 20850, and The Hauer Group
(“Consultant”), located at 7850 Southdown Road,
Alexandria, VA 22308, Emergent and Consultant are sometimes
hereinafter referred to in the singular as “Party” and
collectively as the “Parties”.
WHEREAS, Emergent and its Affiliates
(as hereinafter defined) are engaged in the development,
production, and commercialization of biopharmaceutical
products;
WHEREAS, Consultant is engaged in
providing consulting services as described in this Agreement;
and
WHEREAS, Emergent and, as
applicable, its Affiliates (as hereinafter defined) desires to
engage Consultant to provide certain services from time to time as
mutually agreed by the Parties, and Consultant desires to be so
engaged.
NOW, THEREFORE, in consideration of
the mutual covenants herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be bound, agree as
follows:
1.
Services . Consultant agrees to provide certain services
from time to time as requested by Emergent or any of
Emergent’s Affiliates as specified in Exhibit A
attached hereto (the “Services”). In the event that
Consultant is requested or required to perform work for the
Services beyond that which is specifically set forth in Exhibit
A , any such additional services and an appropriate adjustment
to the amounts owed shall be negotiated in good faith and the
Parties shall amend this Agreement to reflect such additional
services and any additional or modified terms in respect thereof
prior to the provision of such new services.
2.
Payment for Services . Emergent shall compensate Consultant
for Services in accordance with the payment terms set forth in
Exhibit A , and all invoices for payment shall be submitted
to Emergent as detailed therein. Notwithstanding the foregoing, for
any invoice to be processed and paid, such invoice must refer to
the applicable Emergent Accounting Code designated in Exhibit
A . If Consultant bills on an hourly basis, all invoices must
be accompanied by a timesheet detailing the hours worked and signed
by both Consultant and Emergent. Payment of Consultant’s
invoices shall be in full compensation for the Services performed
by Consultant unless expressly agreed otherwise in writing by the
Parties. Invoices shall be payable within thirty (30) days of
receipt by Emergent. Representatives of Consultant performing
Services hereunder will not receive employee benefits from
Emergent, including but not limited to paid vacation, sick leave or
any insurance benefits, even if such representatives are physically
situated at Emergent’s offices.
3.
Expenses . Emergent shall pay for or reimburse Consultant
for out-of-pocket expenses reasonably incurred in the performance
of Services hereunder; provided, however, that expenses shall only
be paid for or reimbursed if in compliance with Emergent’s
Travel Policy (as previously provided to Consultant or as updated
by Emergent from time-to-time and disclosed to Consultant), or
otherwise expressly authorized in Exhibit A or as agreed in
writing by the Parties. Consultant shall submit monthly invoices
detailing expenses incurred during the immediately preceding month
by appropriate category and shall provide supporting documentation
as is acceptable to
Emergent in its reasonable
discretion. It is agreed that expenses shall not be marked up. This
Agreement relates to the provision of Services only. In the event
Consultant deems it necessary to purchase equipment, goods,
software or other tangible or intangible property for which it will
seek reimbursement from Emergent, no such purchase shall be made
and Emergent shall not be responsible for reimbursement to
Consultant unless Consultant has received Emergent's express, prior
written authorization.
4.
Confidentiality of Information . Consultant acknowledges
that this Agreement creates a confidential relationship between
Consultant and Emergent. Consultant and Emergent acknowledge that,
in order to perform the Services, it will be necessary for Emergent
to allow Consultant to have access to certain commercially
valuable, proprietary, and confidential information of Emergent and
its Affiliates. Consultant agrees to keep confidential and not,
without the prior written consent of Emergent, to publish, disclose
to any third party or use (except for purposes of performance under
this Agreement) any confidential information, in either written,
electronic or oral form whether or not marked as
“confidential” or “proprietary,” and
without limitation, any and all information relating to the
business, prospective business, technical processes, finances,
price lists, customer lists, information relating to the licensing
or approval of any of the products, business plans, business
prospects, employee information, information regarding facilities,
operations and financial condition and results, inventions,
improvements, trade secrets, know-how, processes, formulas,
methods, assays, data, instrumentation, sales and marketing
information, standard operating procedures, clinical trials,
clinical trial data, clinical specimens, study protocols,
investigators’ brochures and instructions or other scientific
or technical information, and any documentation and materials
specifically developed or prepared for or by Consultant in
performance of Services under this Agreement (collectively, the
"Confidential Information"). The obligations of this paragraph do
not pertain to information which is generally known or hereafter
becomes generally known to the public through no fault of
Consultant or is disclosed by Consultant with the written approval
of Emergent. Consultant shall return all such Confidential
Information to Emergent upon completion of the Services hereunder
or upon Emergent’s request.
If Confidential Information is
sought by any source, including any governmental organization,
Consultant must immediately notify Emergent of such request and
refuse to divulge any such information at least until a
representative of Emergent is permitted to address the situation
and either consents to the disclosure or has the opportunity to
engage legal means to protect the disclosure of such
information.
5.
Authorized Contacts . With respect to the performance of
Services, Consultant shall report to the Authorized Contact(s)
identified in Exhibit A (or such other person that may hold
the same position at a later date) or such other person(s) as such
Authorized Contact(s) may designate from time to time in
writing.
6.
Deliverables and Reports . Consultant shall make weekly
reports and such other reports as Emergent or its Affiliates may
from time to time request.
7.
Ownership of Work . All right, title, and interest in and to
all data, information, documents, materials and inventions relating
to or arising out of the Services shall belong to and be the
property of Emergent. Consultant agrees, without further payment by
Emergent, to make any assignments and execute all documents
necessary to effect Emergent's title thereto in all countries of
the world. Furthermore, all documents and materials prepared by
Consultant in the performance of its duties hereunder will
constitute works-made-for-hire and shall belong to and be the
exclusive property of Emergent and shall be surrendered by
Consultant to Emergent upon request. Consultant hereby assigns to
Emergent all rights that Consultant may have to data, information,
documents, materials and inventions referred to in this paragraph.
The
above assignments and surrender
shall be made once payment in full has been made by Emergent to
Consultant as detailed in Exhibit A .
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8.
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Term and Termination
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(a) This
Agreement shall become effective as of the Effective Date set forth
above and shall continue in effect for one (1) year thereafter or
until the Agreement otherwise terminates under this Section 8 (the
“Term”); provided, however, that in the event that any
requested Services are then outstanding, the Term shall be
automatically extended until such Services are completed or are
terminated by either Party.
(b) This
Agreement shall terminate upon the expiration of the Term or the
first to occur of the following events:
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(i)
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On the date Emergent provides Consultant with
written notice (setting out with particularity) that this Agreement
is being terminated for “cause.” For purposes of this
Agreement, Consultant shall be deemed terminated for cause if
Emergent terminates Consultant after Consultant:
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(a)
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shall have committed any act or acts
of embezzlement, theft or fraud against Emergent;
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(b)
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shall have been convicted of a
felony or any crime involving moral turpitude, whether or not
related to the Services;
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(c)
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shall have committed any act or acts
of negligence or willful misconduct; or
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(d)
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shall have committed a breach of the
representations, warranties or covenants contained in Sections 4,
7, 9, 11 or 16 herein.
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(ii)
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On the date either Party terminates
the Agreement for convenience on not less than ten (10) days’
prior written notice.
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(c) Upon
termination of this Agreement, Emergent shall have no further
liability other than for payment in accordance with the terms of
this Agreement for Services provided prior to the termination date.
If this Agreement is terminated by Emergent under Section
8(b)(i)(d), in addition to any other rights or remedies available
at law or in equity, Consultant will surrender any claim for
payment under the Agreement and will refund any payments received
under this Agreement.
(d) The
provisions of Sections 2, 3, 4, 7, 8, 11 (with respect to 11(d),
only for twelve months following termination or expiration), 13,
14, 15, 16 and 18 shall survive the expiration or termination of
this Agreement for any reason.
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9.
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Representations and
Warranties Consultant
represents and warrants that:
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(a) the
Services performed hereunder will be performed in a competent,
diligent and workmanlike manner consistent with the expected
industry standards of professional conduct;
(b) Consultant
and any of Consultant’s personnel performing Services will
perform the Services for Emergent hereunder and have been advised
of the restrictions and obligations set forth in this Agreement,
including without limitation, the requirements of confidentiality
(Section 4), compliance with laws (Section 11) and non-solicitation
(Section 16); and
(c) Consultant
has full power to enter into and fully perform this Agreement and
has the full and unrestricted right to disclose to Emergent any
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