INDEPENDENT CONTRACTOR
AGREEMENT
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, Sucampo’s 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
Contractor’s 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 Sucampo’s Acting Chief
Financial Officer, Jan Smilek, or his successor, who will serve as
Contractor’s 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.
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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 Sucampo’s 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 Consultant’s 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
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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.
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.
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