Exhibit 10.13
CONSULTING AGREEMENT
This Agreement, entered into the 1st of October 1997, by and between
Pharmaceutical Research Associates, Inc., a Virginia corporation, with principal
office at 8300 Boone Boulevard, Vienna, VA 22182 ("the Company") and Judith Ann
Hemberger ("Consultant"), located at 3117 West 118th Street, Leawood, KS 66211.
1.0 SERVICES
Consultant will perform professional services for the Company, which may
include, but not be limited to, the following: consulting and advisory
services for drug development program planning, regulatory strategy and
related issues directly to the Company clients in collaboration with the
Company's staff. Any and all of these will be hereinafter referred to as
the "Services". Consultant agrees to perform the Services under the
general direction of the Company's designated representative and according
to the Company's standard operating procedures or other guidelines as
provided.
2.0 PAYMENT
2.1 The Company will pay Consultant for satisfactory performance of Services at
the rate of two hundred and fifty dollars ($250.00) per hour or between
$1,000 and $2,000 per day as defined on a case-by-case basis for each
specific consulting engagement by pre-engagement agreement between
Consultant and the Company.
2.2 In addition, the Company will reimburse Consultant for reasonable travel,
living, and other expenses incurred by Consultant in the performance of
Services that are approved in advance by the Company and in accordance with
the Company's standard policy governing travel and living expenses.
2.3 Consultant will provide a detailed accounting of all time applied to the
Company's projects and tasks on a weekly basis and in a format specified by
the designated representative. This accounting of time, together with any
weekly expense reports, will constitute Consultant's invoice to the Company
for Services performed and reimbursable expenses incurred by Consultant
during the week; such invoices will be payable net 15 days of receipt of
invoice.
3.0 TERM AND TERMINATION
The term of this Agreement will commence on October 1, 1997, and end on
September 30, 1998.
This Agreement may be terminated by either party at any time by giving
written notice of intent to terminate thirty (30) days in advance of the
date of termination.
Upon termination, the Company will be liable to Consultant only for payment
for Services satisfactorily performed and approved reimbursable expenses
incurred prior to termination.
4.0 WARRANTY
Consultant warrants to the Company that the Services will be performed on a
best efforts basis and that Consultant will exercise his/her best
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professional judgment in all matters. Consultant also warrants that he/she
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is not currently debarred under Section 335a of the Generic Drug
Enforcement Act of 1992, and that he/she will immediately disclose to the
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Company any action, suit, claim, investigation or other legal or
administrative proceeding which may rise relating to the debarment of the
Consultant. Consultant further warrants that he/she is not obligated under
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any other agreement which would affect the Company's or his/her own
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obligations under this agreement, and that he/she will not enter into any
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agreement that would conflict with or compromise any rights, obligations or
interests of the Company.
5.0 INVENTIONS AND PROPRIETARY INFORMATION
Consultant agrees:
(a) to disclose and assign to the Company as its exclusive property, all
inventions and technical or business innovations which Consultant develops
or conceives, solely or in conjunction with others (1) that are based on or
involve information of the Company or its clients, (2) that relate to,
constitute, result from, or include the work in which Consultant will be
engaged for the Company, or (3) that are otherwise made through the use of
any time, facilities or materials of the Company or its clients;
(b) that all deliverables and work products in the form of works of
authorship developed by Consultant in the performance of
Services shall be deemed works made for hire, and shall belong fully and
exclusively to the Company; and that if by operation of law such
deliverables or work products are not works made for hire, Consultant
agrees to, and does hereby, assign to the Company all right, title, and
interest in such deliverables for work product, including all copyrights
therein;
(c) to execute all necessary documents and provide the Company proper
assistance (at its expense) sufficient to enable it to obtain patent,
copyright or other legal protections for any such inventions or
innovations, and to make and maintain reasonably detailed accurate records
of any such inventions or innovations;
(d) to deliver to the Company, upon termination or expiration of this
Agreement, all materials which relate to the business of, or belong to, the
Company or its clients or which by their nature are for the use of the
Company's employees, contractors or consultants;
(e) not to use, publish, or otherwise disclose (except if properly
authorized as a part of the work for the Company) any information of the
Company or any information of others, including, but not limited to, the
Company's clients which the Company is obligated to maintain in confidence;
(f) not to disclose to utilize in the performance of Services for the
Company any proprietary or confidential information of others or any
inventions of Consultant which are not included within the scope of this
Agreement.
6.0 INDEPENDENT CONTRACTOR STATUS
6.1 It is understood and agreed that Consultant is an independent contractor
and will not have any rights to any Company benefits, nor for any purposes
be deemed or intended to be an employee of the Company. Consultant agrees
to make any payments or withholding required under federal income tax,
social security, state unemployment and any related statutes or regulations
and will maintain insurance to adequately protect against risks and claims
arising out of Consultant's performance of Services. Consultant will
furnish proof of insurance to the Company upon demand.
6.2 It is further understood that Consultant is not an agent of the Company and
is not authorized to bind the Company with respect to any third party.
6.3 When the performance of Services involves work with the Company's clients,
Consultant agrees, for a period of six (6) months after completion of
services, not to solicit employment from, nor directly or indirectly, offer
Services to any client of the Company for whom Consultant has performed all
or part of the Services.
7.0 CONFLICTS OF INTEREST
Consultant represents that there is no conflict of interest between
performance of this Agreement and the performance of Services by Consultant
for any other party. In the event that Consultant believes that there is
presently any such conflict, or any such conflict arises during the term of
this Agreement, Consultant will immediately notify the Company which may,
at its sole discretion, immediately terminate this Agreement without
liability to Consultant.
8.0 LIMITATION OF LIABILITY
The Company and Consultant agree that the maximum liability of either party
for any claim, loss or liability arising out of, or connected with this
Agreement, whether based upon breach of contract, warranty, negligence, or
otherwise, will in no case exceed the amounts paid to Consultant by the
Company pursuant to Article 2.0. In no event will either party be liable
to the other for special or consequential damages, including but not
limited to lost profits or savings, whether or not the possibility of such
damages has been disclosed in advance or could have been reasonably
foreseen.
9.0 NOTICES
Any notice will be in writing and will be given by registered mail, return
receipt requested, or hand delivered to the other party at the address
below, or to such other address as may be substituted by notice. If sent
by mail, notice will be effective on the date of receipt.
To: Pharmaceutical Research Associates, Inc. To: Judith Ann Hemberger
Barbara Loughman, Ph.D. 3117 West 118/th/ Street
16400 College Blvd. Leawood, KS 66211
Lenexa, KS 66219
10.0 GENERAL PROVISIONS
10.1 This Agreement will be governed by the law of the state of Virginia.
10.2 Consultant will not assign any right or delegate any obligation under this
Agreement without the prior written consent of the Company. Any attempted
assignment or delegation without such consent will be void.
10.3 The headings in this Agreement are for reference purposes only; they will
not affect the meaning or construction of the terms of this Agreement.
10.4 If any parts or part of this Agreement are held to be invalid, the
remaining parts of the Agreement will continue to be valid and enforceable.
10.5 The provisions of this Agreement are for the sole benefit of the parties,
and not for the benefit of any other persons or entities.
10.6 Any action of any kind by either party arising out of this Agreement must
be commenced within two (2) years from the date the right, claim, demand,
or cause of action shall first arise.
10.7 This Agreement contains the complete and exclusive understanding of the
parties with respect to the subject matter hereof. No waiver, alteration
or modification of any of the provisions hereof will be binding unless in
writing and signed by a duly authorized representative of the party to be
bound. Neither the course of conduct between the parties no trade usage
will act to modify or alter the provisions of this Agreement.
Pharmaceutical Research Associates, Inc. Consultant
By: /s/ Barbara E. Loughman /s/ Judith Ann Hemberger
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Dr. Barbara E. Loughman Dr. Judith Ann Hemberger
Title: Director of International Regulatory Affairs
Date: October 7, 1997 Date: October 20, 1997
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