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Exhibit 10.2
INDEPENDENT CONTRACTOR AGREEMENT
CONSULTING SERVICES
THIS INDEPENDENT CONTRACTOR
AGREEMENT (Agreement) is made as of August 1, 2008 (the Execution
Date), by and between SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation
with offices at 4520 East West Highway, Third Floor, Bethesda, Maryland 20814
(hereinafter Sucampo), and Mariam Morris of 8742 Delcris Drive, Montgomery
village, MD 20886 (hereinafter Contractor).
WHEREAS, Sucampo is engaged in the research, development,
manufacture and marketing of various proprietary pharmaceutical compounds;
WHEREAS, Contractor has unique and specialized knowledge of,
among other things, Sucampos historic corporate finance, financial reporting
and treasury operations;
WHEREAS, Contractor was previously employed by Sucampo
pursuant to the terms of an Amended Employment Agreement dated as of
May 12, 2007, with certain subsequent amendments, and Contractors
employment with Sucampo terminated as of July 31, 2008;
WHEREAS, Sucampo desires to retain Contractor for the purpose
of consultation with senior management regarding historic corporate finance,
financial reporting and treasury operations matters pursuant to the terms of
this Agreement;
NOW, THEREFORE, for and in consideration of the premises and
covenants contained herein, the parties hereto do mutually agree as follows:
SECTION 1: Performance. During a period not to exceed six (6) months
commencing on August 1, 2008, Contractor will provide to Sucampo
consultation services of the nature described above on an as needed basis with
reasonable advance notice, within the parameters of specific requests or assignments
from Sucampos Acting Chief Financial Officer, Jan Smilek, or his successor,
who will serve as Contractors primary contact at Sucampo. Contractor agrees to
be available at reasonable times to provide consulting services.
SECTION 2: Compensation. Contractor shall be compensated by Sucampo as
follows:
2.1
A monthly retainer of $3500.00 per month for six (6) months for services
provided up to twenty (20) hours per month. This will be paid monthly at
the end of each month.
2.2
For time spent in providing such services for all hours worked over twenty
(20) hours per month at an hourly rate of $200 per hour to be billed in
increments of 15 minutes at $50 per increment.
Confidential
1
2.3
Invoices for any hours after twenty (20) in the month will be sent to
Sucampo at the following address:
Sucampo Pharmaceuticals, Inc.
Attn: Accounts Payable
4520 East West Highway, Third Floor
Bethesda, MD 20814
2.4
Sucampo will pay all approved invoices within thirty (30) days of invoice
receipt. Sucampo will provide reasonable notice to Contractor of invoices with
disputable charges and all parties will work together to resolve such disputes
in a timely manner.
2.5
Unless otherwise agreed upon in advance by Sucampo, Contractor shall be
responsible for all expenses incurred while performing services under this
Agreement. This includes, but is not limited to, license fees, memberships and
dues; automobile and other travel; meals and entertainment; insurance premiums;
and all salary, expenses and other compensation paid to Contractor employees or
personnel engaged by Contractor to perform services under this Agreement.
SECTION 3: Confidentiality
3.1
In order that Contractor may provide informed advice and information,
Contractor may during the term of her engagement hereunder be provided with
certain data and information prepared by or on behalf of and belonging to
Sucampo and other confidential information entitled to protection under federal
and state law (collectively, Confidential Information). Contractor shall
maintain Confidential Information in confidence and shall not, without
Sucampos prior written authorization, disclose to any person or organization
the data or other Confidential Information transmitted to Contractor by Sucampo
or by any person acting on behalf of Sucampo, or prepared by Contractor or on
behalf of Contractor in connection with this Agreement, in any form (verbal, written,
electronic, or other form). Contractor shall not use Confidential Information
for any purpose except for the benefit of Sucampo, pursuant to Section 1
of this Agreement. This confidentiality provision shall remain in effect for
ten (10) years following any disclosure made hereunder, except that this
provision shall not apply to any information (a) that was in Consultants
possession prior to receipt from Sucampo (subject to Section 5.10 below),
(b) that was in the public domain at the time of receipt from Sucampo, (c)
that becomes part of the public domain without breach of any obligation of
confidentiality to Sucampo, (d) that is lawfully received by Consultant
from a third party that has no obligation of confidentiality to Sucampo, or
(e) that is required by law to be disclosed. NOTWITHSTANDING THE
FOREGOING, however, any trade secret disclosed to Contractor shall be held in
strict confidence in perpetuity or until said trade secret is publicly
disclosed through no fault of Contractor.
3.2
Contractor shall provide immediate notice to Sucampo of any request or demand
made of Contractor that relates to the subject matter on which services have
been sought, or
Confidential
2
otherwise with respect to
this Agreement. Upon written request, Contractor shall promptly provide to
Sucampo all data, information, notes, documents and other materials in any form
provided to Contractor or prepared by Contractor on its behalf in connection
with this Agreement.
SECTION 4: Ownership
4.1
All materials, documents, information, inventions and descriptions that
Contractor supplies to Sucampo or Contractor prepares or develops pursuant to
this Agreement shall be the sole and exclusive property of Sucampo, shall be
deemed to be Confidential Information (as defined above) and may be used by
Sucampo for any purpose unless specified otherwise. Likewise, Contractor shall
not use such documents, inventions information or descriptions for any purpose
other than pursuant to this Agreement without the express written consent of
Sucampo. Further, all written materials developed by Contractor for Sucampo
shall be deemed works for hire and be the exclusive property of Sucampo.
Contractor further agrees to reasonably cooperate with Sucampo to perfect any
rights arising hereunder and hereby forever assigns and conveys the same to
Sucampo.
4.2 Notwithstanding the foregoing, methods used by Contractor in performing






