Exhibit 10.12





Exhibit 10.12




PROFESSIONAL SERVICES AGREEMENT




THIS PROFESSIONAL SERVICES AGREEMENT (“the Agreement”) executed effective as of the 1st
day of April, 2010, is entered into by and between Meridian Bioscience, Inc., an Ohio corporation
with a principal place of business at 3471 Riverhills Drive, Cincinnati, Ohio 45244, USA
(“Meridian”), and Antonio Alessandro Interno, an Italian citizen residing at Via Solferino 41,
20023 Cerro Maggiore, Milan, Italy (“Mr. Interno”).



WHEREAS, Meridian desires to build and promote brand awareness and equity within Africa, Europe,
the Middle East and Scandinavia; and



WHEREAS, Mr. Interno has the knowledge, experience and desire to assist Meridian in this capacity.



NOW THEREFORE, in reliance on the foregoing, and in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Meridian and Mr. Interno agree as follows:




	 	1.	 	Professional Services. Mr. Interno shall provide professional services to
Meridian with the objective to build and promote brand awareness and equity within Africa,
Europe, the Middle East and Scandinavia, related to the Meridian Bioscience trade name.
Mr. Interno shall perform such services to, and on behalf of, Meridian on a monthly basis,
including, but not limited to, the following (“Services”):






	 	a.	 	Meetings with key opinion leaders, hospitals, laboratories, physicians
and other healthcare diagnostic supply chain participants with the objective of
promoting the Meridian brand;
	 
	 	b.	 	Monitoring competitors for possible intellectual property infringement
that could harm the Meridian brand;
	 
	 	c.	 	Searching and identifying potential product sourcing opportunities that
could complement the Meridian brand; and
	 
	 	d.	 	Other similar activities with the objective of promoting the Meridian
brand.






Mr. Interno shall perform all Services under this Agreement outside the United States as an
“independent contractor” and not as an employee or agent of Meridian or any of Meridian’s
subsidiary companies. Mr. Interno is not authorized to assume or create any obligation or
responsibility, express or implied, on behalf of, or in the name of, Meridian or to bind
Meridian in any manner. For sake of clarity, Mr. Interno shall not be authorized to
negotiate or execute contracts or any type of business transaction on behalf of Meridian. Mr. Interno warrants, represents and covenants that he shall provide the
Services in good faith and in a diligent, businesslike and professional manner.


 


 









 







	 	2.	 	Fees and Payments. Meridian shall pay Mr. Interno as full payment for Services
rendered by him hereunder, at a monthly rate of Six Thousand Five Hundred Euros (€6,500)
(“Professional Services Fee”). The Professional Services Fee shall be payable by Meridian
on the 15th calendar day of each month, provided that prior to the
10th calendar day of each month, Mr. Interno has submitted to Meridian an
invoice that provides sufficient detail of the Services performed for that month. Mr.
Interno shall submit his invoices to Meridian’s Chief Financial Officer or Chief Executive
Officer via e-mail or facsimile.






Meridian and Mr. Interno acknowledge that this Professional Services Fee includes
reimbursement for any out-of-pocket costs that he may incur in his performance of his
obligations under this Agreement.




	 	3.	 	Term. Subject to the provisions of this Section 3, the term of this Agreement
(the “Term”) shall commence on the date hereof and end on April 1, 2011, unless this
Agreement is terminated or extended by mutual written agreement of the parties.
Notwithstanding the foregoing, this Agreement and all rights of Mr. Interno under this
Agreement will terminate (except as otherwise provided in this Section):






	 	a.	 	Upon the death of Mr. Interno;
	 
	 	b.	 	Upon the disability of Mr. Interno (as defined below), immediately upon
notice from either party to the other; or
	 
	 	c.	 	Upon 30 days written notice by either party.






For purposes of Section 3(b), Mr. Interno will be deemed to have a “disability” if, for
physical or mental reasons, Mr. Interno is unable to perform the essential functions of Mr.
Interno’s duties under this Agreement for one hundred twenty (120) consecutive days, or one
hundred eighty (180) days during any twelve (12) month period, as determined in accordance
with this Section 3(b). The disability of Mr. Interno will be determined by a medical
doctor selected by written agreement of Meridian and Mr. Interno upon the request of either
party by notice to the other. If Meridian and Mr. Interno cannot agree on the selection of
a medical doctor, each of them will select a medical doctor and the two (2) medical doctors
will select a third medical doctor who will determine whether Mr. Interno has a disability.
The determination of the medical doctor selected under this Section 3(b) will be binding on
both parties. Mr. Interno must submit to a reasonable number of examinations by the medical
doctor making the determination of disability under this Section 3(b), and Mr. Interno
hereby authorizes the disclosure and release to Meridian of such determination and all
supporting medical records. If Mr. Interno is not legally competent, Mr. Interno’s legal
guardian or duly authorized attorney-in-fact will act in Mr. Interno’s stead, under this Section 3(b) for the
purposes of submitting Mr. Interno to the examinations, and providing the authorization of
disclosure, required under this Section 3(b).


 


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	 	4.	 	Authority and Indemnification of Meridian. Mr. Interno represents that he is
not restricted or prohibited in any manner from entering into this Agreement and performing
the duties for Meridian as herein provided. Mr. Interno shall indemnify and save harmless
Meridian from any damages, liabilities, actions, suits or other claims, and from reasonable
attorneys’ fees and costs incurred by Meridian in defending against same, should Mr.
Interno’s representations set forth in this Section 4 be challenged.
	 
	 	5.	 	Severability. If any of the provisions of this Agreement are held to be
illegal, invalid or unenforceable in any respect, Meridian and Mr. Interno agree that such
term or provision shall be deemed to be modified to the extent necessary to permit its
enforcement to the maximum extent permitted by applicable law. If any of the provisions of
this Agreement are held to be illegal, invalid or unenforceable in any respect, the
remainder of this Agreement and all other provisions hereof shall not be affected thereby.
	 
	 	6.	 	Parties Bound. This Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective heirs, administrators, executors, legal
representatives, successors and permitted assigns; provided, however, that
Mr. Interno shall not assign any of Mr. Interno’s rights or delegate any of his duties
hereunder without the prior written consent of Meridian. Meridian shall not assign any of
its rights or delegate any of its duties hereunder to any person or entity without the
prior written consent of Mr. Interno.
	 
	 	7.	 	Governing Law. This Agreement shall be governed by the internal substantive
laws of the State of Ohio, USA.
	 
	 	8.	 	Entire Agreement and Amendments. Meridian and Mr. Interno agree that this
Agreement constitutes the entire agreement between them with respect to the subject matter
hereof, and that any and all prior discussions, negotiations, agreements and understandings
including, without limitation, any prior agreement between Meridian and Mr. Interno are
hereby superseded. The terms and provisions of this Agreement shall not be changed,
amended, waived, modified or terminated in any respect whatsoever except by a written
instrument executed by Meridian and Mr. Interno.
	 
	 	9.	 	No Waiver of Rights. Neither any failure nor any delay on the part of Meridian
in exercising any right, power or privilege hereunder shall operate as a waiver thereof on
the part of Meridian nor shall a single or partial exercise thereof preclude any other or
further exercise or the exercise of any other right, power or privilege by Meridian.
	 
	 	10.	 	Notice. Any and all notices given or required to be given hereunder shall be
sent by personal delivery or by certified mail, return receipt requested, and shall
conclusively be deemed to have been received on the date such notice is delivered at the
address specified below (or such other address as may be specified in writing by the parties hereof) or, in
the case of certified mail, on the fifth (5th) business day following the date on which it
was mailed.




 


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	 	If to Meridian:
	 	MERIDIAN BIOSCIENCE, INC.
	 
	 	 	 	 
	 

	 	 	 	3471 River Hills Drive
	 

	 	 	 	Cincinnati, Ohio 45244
	 

	 	 	 	Attention: John A. Kraeutler
	 
	 	 	 	 
	 	 	If to Mr. Interno, at the address set forth on the first page hereof.







	 	11.	 	Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which shall constitute one and the
same agreement.
	 
	 	12.	 	Headings; Gender; Number. The headings contained in this Agreement are for
convenience only and shall not be construed as substantive provisions of this Agreement.
Words of any gender shall include any other gender, unless the context requires otherwise.
Singular words shall include the plural and plural words shall include the singular, unless
the context requires otherwise.





[Remainder of page is blank. Signature page follows.]




 


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set
forth above.



	 	 	 	 	 	 	 	 	 
	WITNESSES:	 	Company:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MERIDIAN BIOSCIENCE, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Melissa Lueke	 	By:	 	/s/ John Kraeutler	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:

Title:
	 	John Kraeutler

CEO	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ANTONIO ALESSANDRO INTERNO:	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Fabio Rossella	 	/s/ Antonio Alessandro Interno	 	 
	 	 	 	 	 







 


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