Sample Business Contracts


Employment Agreement - eResearchTechnology and Vincent W. Renz Jr.

Employment Forms

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eResearchTechnology
Enabling the Clincial Advantage
A Wholly Owned Subsidiary of Premier Research Worldwide, Ltd


                         MANAGEMENT EMPLOYMENT AGREEMENT


The following agreement is hereby entered into between Vincent W. Renz, Jr.
(hereinafter known as Employee) and eResearchTechnology (together with its
affiliated corporations hereinafter known as the "Company") and having its
principal offices at 30 S. 17th Street, Philadelphia, PA 19103


1.       DUTIES AND RESPONSIBILITIES

         Employee agrees to hold the position of Sr. VP Technology and
         Consulting and shall be directly responsible to President and CEO.

2.       BEST EFFORTS

         Employee agrees to devote his best efforts to his employment with the
         Company, on a full-time (no less than 40 hours/week) basis. He further
         agrees not to use the facilities, personnel or property of the Company
         for personal or private business benefit.

3.       ETHICAL CONDUCT

         Employee 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.

4.       TERM OF THE AGREEMENT

         This agreement will be for a period of one year, commencing January 1,
         2000 and will continue from year to year unless terminated.

5.       COMPENSATION

         a.   Salary shall be $150,000/year payable in equal installments as
              per the company's payroll policy. Salary shall be considered on
              an annual basis and adjusted based on performance.

         b.   Benefits shall be the standard benefits of the Company as they
              shall exist from time to time.

         c.   Car allowance of $500 per month.



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6.       NON-DISCLOSURE

         Employee acknowledges that employment with the Company requires him/her
         to have access to confidential information and material belonging to
         the Company, including customer lists, contracts, proposals, operating
         procedures, trade secrets and business methods and systems, which have
         been developed at great expense by the Company and which Employee
         recognizes to be unique assets of the Company's business. Upon
         termination of employment for any reason, Employee agrees to return to
         the Company any such confidential information and material in his
         possession with no copies thereof retained. Employee further agrees,
         whether during employment 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
         proprietary material relating to the business, operations, or prospects
         of the Company except as authorized in writing by the Company or
         required during the performance of his duties.

7.       BUSINESS INTERFERENCE; NONCOMPETITION

         a.   During employment with the Company and for a period of one year
              (the "Restrictive Period") thereafter (regardless of the reason
              for termination) Employee agrees he will not, directly or
              indirectly, in any way for his own account, as employee,
              stockholder, partner, or otherwise, or for the account of any
              other person, corporation, or entity: (i) request or cause any of
              the Company's suppliers, customers or vendors to cancel or
              terminate any existing or continuing business relationship with
              the Company; (ii) solicit, entice, persuade, induce, request or
              otherwise cause any employee, officer or agent of the Company to
              refrain from rendering services to the Company or to terminate
              his or her relationship, contractual or otherwise, with the
              Company; or (iii) induce or attempt to influence any customer or
              vendor to cease or refrain from doing business or to decline to
              do business with the Company or any of its affiliated
              distributors or vendors.

         b.   The Employee agrees that, during the Restrictive Period, the
              Employee will not, directly or indirectly, accept employment
              with, provide services to or consult with, or establish or
              acquire any interest in, any business, firm, person, partnership,
              corporation or other entity which engages in any business or
              activity that is the same as or competitive with the business
              conducted by the Company in any state of the United States of
              America and in any foreign country in which any customer to whom
              the Company is providing services or technology is located.

8.       FORFEITURE FOR BREACH; INJUNCTIVE RELIEF.

         a.   Any breach of the covenants made in Sections 6 and 7 hereof shall
              result in the forfeiture of the Employee's right to any and all
              payments which may be required to be made under this Agreement
              following such breach and shall relieve the Company of any
              obligation to make such payments.

         b.   The Employee acknowledges that his compliance with the covenants
              in Sections 6 and 7 hereof is necessary to protect the good will
              and other proprietary interests of the Company and that, in the
              event of any violation by the Employee of the provisions of
              Section 6 or 7 hereof, the Company will sustain serious,
              irreparable and substantial harm to its business, the extent of
              which will be difficult to


<PAGE>



              determine and impossible to remedy by an action at law for money
              damages. Accordingly, the Employee agrees that, in the event of
              such violation or threatened violation by the Employee, the
              Company shall be entitle to an injunction before trial from any
              court of competent jurisdiction as a matter of course and upon
              the posting of not more than a nominal bond in addition to all
              such other legal and equitable remedies as may be available to
              the Company.


         c.   The rights and remedies of the Company as provided in this
              Section 8 shall be cumulative and concurrent and may be pursued
              separately, successively or together against Employee, at the
              sole discretion of the Company, and may be exercised as often as
              occasion therefor shall arise. The failure to exercise any right
              or remedy shall in no event be construed as a waiver or release
              thereof.

         d.   The Employee agrees to reimburse the Company for any expenses
              incurred by it in enforcing the provisions of Sections 6 and 7
              hereof if the Company prevails in that enforcement.

9.       INVENTIONS

         Employee agrees to promptly disclose to the Company each discovery,
         improvement, or invention conceived, made, or reduced to practice
         (whether during working hours or otherwise) during the term of
         employment. Employee 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. Employee further agrees that all works of authorship
         subject to statutory copyright protection developed jointly or solely,
         while employed shall be considered a work made for hire 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 employment with the Company
         shall be deemed to have been made, conceived, or discovered during
         employment with the Company.

         Employee acknowledges that the only discoveries, improvements, and
         other inventions made prior to the date hereof which have not been
         filed in the United States Patent Office are attached as Exhibit A.

10.      NO CURRENT CONFLICT

         Employee hereby assures the Company that he is not currently restricted
         by any existing employment or non-compete agreement that would conflict
         with the terms of this Agreement.

11.      TERM; TERMINATION AND TERMINATION BENEFITS


<PAGE>




          a.   Employment is "at will" which means that either the Company or
               Employee may terminate at any time, with or without cause or good
               reason, upon written notice given at least 30 days prior to
               termination.

          b.   This Agreement shall terminate upon the death of the Employee. In
               addition, if, as a result of a mental or physical condition
               which, in the reasonable opinion of a medical doctor selected by
               the Company's board of directors, can be expected to be permanent
               or to be of an indefinite duration and which renders the Employee
               unable to carry out the job responsibilities held by, or the
               tasks assigned to, the Employee immediately prior to the time the
               disabling condition was incurred, or which entitles the Employee
               to receive disability payments under any long-term disability
               insurance policy which covers the Employee for which the premiums
               are reimbursed by the Company (a "Disability"), the Employee
               shall have been absent from his duties hereunder on a full-time
               basis for 120 consecutive days, or 180 days during any twelve
               month period, and within thirty (30) days after written notice
               (which may occur before or after the end of such 120 or 180 day
               period), by the Company to Employee of the Company's intent to
               terminate the Employee's employment by reason of such Disability,
               the Employee shall not have returned to the performance of his
               duties hereunder, the Employee's employment hereunder shall,
               without further notice, terminate at the end of said thirty-day
               notice.

          c.   The Company may also terminate the Employee's employment under
               this Agreement for Cause. For purposes of this Agreement the
               Company shall have "Cause" to terminate the Employee's employment
               if the Employee, in the reasonable judgment of the Company, (i)
               fails to perform any reasonable directive of the Company that may
               be given from time to time for the conduct of the Company's
               business; (ii) materially breaches any of his commitments, duties
               or obligations under this Agreement; (iii) embezzles or converts
               to his own use any funds of the Company or its Affiliates or any
               business opportunity of the Company of its Affiliates; (iv)
               destroys or converts to his own use any property of the Company
               or its Affiliates, without the Company's consent; (v) is
               convicted of, or indicted for, or enters a guilty plea or plea of
               no contest with respect to, a felony; (vi) is adjudicated an
               incompetent or (vii) violates any federal, state, local or other
               law applicable to the business of the Company or engages in any
               conduct which, in the reasonable judgment of the Company, is
               injurious to the business or interests of the Company.

          d.   Upon any termination of this Agreement, the Company shall have no
               further obligation to Employee other than for Annual Salary
               earned through the date of termination, and no severance pay or
               other benefits of any kind shall be payable; provided, however,
               that in the event the Company terminates this Agreement other
               than for Cause or as a result of the death or Disability of the
               Employee, the company will provide for a six month's severance
               package which will include base salary and benefits. The Company
               must give the Employee written notice of the Employee's breach
               under sections 11.c.(i.), 11.c.(ii), and 11.c.(vii) and 15


<PAGE>

               days to cure before the employee is given notice of termination
               as required under Section 11.a.

          e.   Notwithstanding any contrary provision contained in this
               Employment Agreement, in the event that either (a) there is a
               "Change of Control" (as hereafter defined) and neither the
               Company nor the Buyer offers the Executive a position with
               comparable responsibilities, authority, location or compensation,
               or (b) after the date of the Change in Control but before the
               first anniversary thereof, the Executive's responsibilities,
               authority, location, or compensation are not acceptable to the
               Executive the Executive may elect to resign and receive severance
               equal to six month's annual salary and applicable prorated bonus,
               hereunder, payable in one lump sum in accordance with the
               Company's policy.

               In addition, the Executive will continue to receive (subject to
               payment of any applicable premium co-pay) standard health,
               dental, disability, life and accident insurance benefits for the
               six month period following the termination of employment.

               The Executive must provide written notice of such election not
               less than sixty days following the date of the Change of Control
               or, if the Executive's new position is changed within the time
               period and in the manner described above, within thirty days
               following such event.

               The term "Change of Control", as utilized herein, refers to:

                      (i)    A change of control of a nature that would be
                             required to be reported in the Company's proxy
                             statement under the Securities Exchange Act of
                             1934, as amended;

                      (ii)   The approval by the Board of Directors of a sale,
                             not in the ordinary course of business, of all or
                             substantially all of the Company's assets and
                             business to an unrelated third party and the
                             consummation of such transaction; or

                      (iii)  The approval by the Board of Directors of any
                             merger, consolidation, or like business combination
                             or reorganization of the Company, the consummation
                             of which would result in the occurrence of any
                             event described in clause (i) or (ii) above, and
                             the consummation of such transaction.

Except as expressly modified and amended hereby, the Employment Agreement and
its terms and provisions are hereby ratified, confirmed and approved in all
respects.

12.      MISCELLANEOUS


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          a.   This Agreement and any disputes arising herefrom 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.

          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. No waiver by either
               party of any condition or of the breach by the other of any term
               or covenant contained in this Agreement shall be effective unless
               in writing and signed by the aggrieved party. A waiver by a party
               hereto in any one or more instances shall not be deemed or
               construed as a further or continuing waiver of any such condition
               or breach or a waiver of any other condition, or of the breach of
               any other term or covenant set forth in this Agreement.

          e.   Any notice required or permitted to be given under this Agreement
               shall be in writing and shall be deemed to have been given when
               delivered in person, sent by certified mail, postage prepaid, or
               delivered by a nationally recognized overnight delivery service
               addressed, if to the Company at 30 S. 17th Street, 8th Floor,
               Philadelphia, PA 19103 Attn: President and if to the Employee, at
               the address of his personal residence as maintained in the
               Company's records.





For Employee:                                     For the Company:




/s/ Vincent W. Renz, Jr.                          /s/ J. Esposito
------------------------------                    ------------------------------
    Vincent W. Renz, Jr.                              J. Esposito




Date:    3/17/00                                 Date:  1/1/00
      ------------------------                         ------------------------



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