Exhibit 10.46






Exhibit 10.46




eResearchTechnology, Inc.




CONSULTANT AGREEMENT




This Consultant Agreement (the “Agreement”) is hereby entered into effective the 1st day
of March, 2010 by and 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 1818 Market Street, Philadelphia, PA 19103.



In consideration of the mutual covenants contained herein, and intending to be legally bound, the
Company and Consultant agree as follows:




	1.	 	SCOPE OF PROJECT






Consultant agrees to provide Joel Morganroth, M.D. (“Dr. Morganroth”) to perform
services for the Company’s eRT Consulting Group as directed from time to time by the
Company’s Executive Vice President and Chief Medical Officer (“Services”).




	2.	 	ETHICAL CONDUCT






Consultant will cause Dr. Morganroth to conduct himself in a professional and
ethical manner at all times and will, and will cause Dr. Morganroth to, 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)	 	In consideration for the Services, Consultant shall be paid a commission of 80%
of net revenues for services performed by the Consultant for the eRT Consultant Group.
Payment shall be made to the Consultant within thirty (30) days following the Company’s
billing to the Sponsor for such Services.






	 	b)	 	Consultant shall be reimbursed for reasonable out of pocket expenses when
properly documented in accordance with Company policy.






	 	c)	 	Consultant agrees to cause Dr. Morganroth to maintain medical licenses and
insurance as required to carry out the duties described herein, the cost of which will
be reimbursed by the Company when properly documented in an amount not to exceed
$20,000 per year.






	 	d)	 	Consultant shall be acting as an independent contractor under this Agreement
and not as an employee of the Company. Payment of any tax and/or social security or
any other liabilities relative to the compensation paid hereunder shall be the
responsibility of the Consultant.




 












 











	4.	 	NON-DISCLOSURE






Consultant acknowledges that consultancy for the Company requires it and Dr.
Morganroth 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 its or Dr. Morganroth’s 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), that neither it nor Dr. Morganroth will disclose or 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, and cause Dr. Morganroth 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, and cause Dr.
Morganroth 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, and
will not permit Dr. Morganroth to, directly or indirectly, in any way for its or his
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 neither it nor Dr. Morganroth is
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 March 1, 2010 and will continue
from year to year unless terminated.


 


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	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.






	 	b)	 	The Company may terminate consulting services without notice for failure to
meet obligations under this 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 of any alleged breach in writing and be allowed
60 days to cure any deficiency. Upon any termination pursuant to subparagraph (a) or
(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 hereunder 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.




 


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	 	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.





	 	 	 	 	 	 	 	 	 
	Joel Morganroth, M.D., P.C.	 	eResearchTechnology, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joel Morganroth, MD
 

Joel Morganroth, President
	 	By: 
	 	/s/ Michael McKelvey
 

Name: Michael McKelvey
	 	 
	 

	 	 	 	 	 	Title: CEO	 	 
	 
	 	 	 	 	 	 	 	 
	Date: March 17, 2010	 	Date: March 17, 2010	 	 






 


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