exv10w46



 





Exhibit 10.46




eResearchTechnology, Inc.




CONSULTANT AGREEMENT



The following agreement is hereby entered into between, Joel Morganroth, M.D., P.C. (hereinafter
known as Consultant) and eResearchTechnology, Inc. (together with its affiliated corporations
hereinafter known as the “Company”), and having its principal offices at 30 S. 17th Street,
Philadelphia, PA 19103





	1.	 	SCOPE OF PROJECT






	 	a)	 	Consultant agrees to provide Joel Morganroth, M.D. (“Dr. Morganroth”) to
advise the Company on matters related to the successful operation, marketing and
business development of the Company’s Diagnostic Business Unit (DX), on a best
efforts basis to achieve annual goals established with the Board of Directors.
	 
	 	b)	 	Consultant agrees to provide Joel Morganroth, M.D. (“Dr. Morganroth”) to
market the services of the Company’s eRT Consulting Group, which the Company shall
define from time to time, (“Services”) to pharmaceutical, biomedical and medical
device companies and to perform such Services for the eRT Consulting Group as
requested by the Company.






	2.	 	ETHICAL CONDUCT
	 
	 	 	Consultant will conduct himself in a professional and ethical manner at all times and will
comply with all Company policies as well as all State and Federal regulations and laws as
they may apply to the services, products, and business of the Company.
	 
	3.	 	COMPENSATION






	 	a)	 	Base fees shall be $300,000/year payable in twelve equal installments of
$25,000 by the 15th of each month. Consultant will be eligible for
incentive compensation to be determined by the Board of Directors.
	 
	 	b)	 	Consultant shall be paid a commission of 80% of net revenues for services
performed by the eRT Consultant Group for those Consultant Services. Payment shall
be made to the Consultant within thirty (30) days following the Company’s billing to
the Sponsor for such Services.
	 
	 	c)	 	Consultant should be reimbursed for reasonable out of pocket expenses when
properly documented.
	 
	 	d)	 	Consultant agrees to maintain medical licenses and insurance as required to
carry out the duties described herein, which will be reimbursed by the company when
properly documented and which shall not exceed $20,000 per year.
	 
	 	e)	 	Consultant shall be acting as an independent contractor and not as an
employee of the Company. Payment of any tax and/or social security liabilities
relative to this compensation shall be the responsibility of the Consultant.





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	4.	 	NON-DISCLOSURE
	 
	 	 	Consultant acknowledges that consultancy for the Company requires him to have access to
confidential information and material belonging to the Company, including customer lists,
contracts, proposals, operating procedures, and trade secrets. Upon termination of the
consulting relationship for any reason, Consultant agrees to return to the Company any
such confidential information and material in his possession with no copies thereof
retained. Consultant further agrees, whether during the term of this agreement with the
Company or any time after the termination thereof (regardless of the reason for such
termination), he will not disclose nor use in any manner, any confidential or other
material relating to the business, operations, or prospects of the Company except as
authorized in writing by the Company.
	 
	5.	 	INVENTIONS






	 	a)	 	Consultant agrees to promptly disclose to the Company each discovery,
improvement, or invention conceived, made, or reduced to practice during the term of
this agreement. Consultant further agrees to grant to the Company the entire
interest in all of such discoveries, improvements, and inventions and to sign all
patent/copyright applications or other documents needed to implement the provisions
of this paragraph without additional consideration. Consultant further agrees that
all works of authorship subject to statutory copyright protection developed jointly
or solely, during the term of this agreement shall be considered property of the
Company and any copyright thereon shall belong to the Company. Any invention,
discovery, or improvement conceived, made, or disclosed, during the one year period
following the termination of this agreement shall be deemed to have been made,
conceived, or discovered during the term hereof.
	 
	 	b)	 	If publication of data generated from studies conducted under the auspices
of the Company is anticipated, Consultant agrees to obtain permission from the
Company for such publication.






	6.	 	NO SOLICITATION
	 
	 	 	During the continuance of this Agreement and for a period of one year thereafter
(regardless of the reason for termination), Consultant agrees that it will not, directly
or indirectly, in any way for its own account, as employee, stockholder, partner or
otherwise, or for the account of any other person, corporation, or other entity,
inappropriately or unethically solicit clients, Company employees or independent
contractors that would interfere with the business of the Company.
	 
	7.	 	NO CURRENT CONFLICT
	 
	 	 	Consultant hereby assures the Company that he/she is not currently restricted by any
existing employment or non-compete agreement that would conflict with the terms of this
Agreement.
	 
	8.	 	TERM OF AGREEMENT
	 
	 	 	The term of this Agreement will be effective as of January 1, 2008 and will continue from
year to year unless terminated.
	 
	9.	 	TERMINATION 






	 	a)	 	The Company may terminate consulting services at any time without the need
to show cause upon 90 days written notice to Consultant.





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	 	  b)	 	The Company may terminate consulting services without notice for failure to
meet obligations under the Agreement. The following, as determined by the Company in
its reasonable judgment, shall constitute failure to meet these obligations:






	 	(1)	 	Consultant’s failure to perform services or meet goals defined
under the scope of the project.
	 
	 	(2)	 	Any misconduct which is injurious to the business or interests of
the Company.
	 
	 	(3)	 	Violation of any federal, state, or local law applicable to the
business of the Company.
	 
	 	(4)	 	Any material breach of this agreement.






	 	  c)	 	The Consultant will be notified on any alleged breach in writing and be
allowed 60 days to cure any deficiency. Upon any termination pursuant to subparagraph
(a) and (b) above, the Consultant shall be entitled to no further fees or payments
hereunder, except those which shall have accrued to the date of termination.






	10.	 	MISCELLANEOUS






	 	  a)	 	This Agreement and any disputes arising here from shall be governed by
Pennsylvania law.
	 
	 	  b)	 	In the event that any provision of this Agreement is held to be invalid or
unenforceable for any reason, including without limitation the geographic or business
scope or duration thereof, this Agreement shall be construed as if such provision had
been more narrowly drawn so as not to be invalid or unenforceable.
	 
	 	  c)	 	This Agreement supersedes all prior agreements, arrangements, and
understandings, written or oral, relating to the subject matter with the Company or its affiliates.
Without limiting the foregoing, this Agreement replaces and supersedes in full the
Consultant Agreement between the Company or its affiliates and Consultant, which is
hereby terminated in full.
	 
	 	  d)	 	The failure of either party at any time or times to require performance of
any provision hereof shall in no way affect the right at a later time to enforce the same.
	 
	 	  e)	 	The provisions of paragraphs 4,5,6,7 and 9(a) hereof are intended to apply
equally to the Consultant and Dr. Morganroth, and the Consultant will assure Dr.
Morganroth’s compliance with the same.





	 	 	 	 	 	 	 	 	 	 	 
	For Consultant:	 	 	 	For the Company:
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Joel Morganroth, MD	 	 	 	/s/ Richard Baron	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	February 28, 2008
	 	 	 	Date:
	 	February 28, 2008	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





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