1
EXHIBIT 10.09
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and dated as of
November 29, 1996 by and between Quintiles Transnational Corp., a corporation
organized under the laws of North Carolina (the "Company"), and Xxxxxx Xxxxxxx
Xxxxx ("Xxxxx").
WHEREAS, the Company and Innovex Limited ("Innovex"), a company
organized under the laws of England and Wales, are parties to a Share Exchange
Agreement dated as of October 4, 1996 (the "Share Exchange Agreement") providing
for the exchange of all of Innovex's issued and outstanding share capital for
shares of Common Stock of Quintiles based upon the terms and subject to the
conditions set forth therein;
WHEREAS, upon completion of the share exchange pursuant to the Share
Exchange Agreement, Xxxxx will own approximately 4,302,327 shares of the
outstanding common stock of the Company; and
WHEREAS, the execution and delivery of this Agreement by the parties
hereto is a condition precedent to certain of the parties' obligations under the
Share Exchange Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth below
and of other good and valuable consideration, the receipt and legal sufficiency
of which they hereby acknowledge, and intending to be legally bound hereby, the
Company and Xxxxx agree as follows:
1. Employment. The Company hereby employs Xxxxx and Xxxxx hereby
accepts employment on the terms and conditions set forth in this Agreement.
2. Nature of Employment. Xxxxx shall serve as Vice Chairman and shall
have the responsibilities and authority customarily associated with such office
and Xxxxx shall serve the Company in such capacity during the term of this
Agreement. Xxxxx shall be based in Marlow, United Kingdom, and shall travel to
such locations on such occasions as may from time to time be necessary in the
conduct of his duties.
2.1. Xxxxx shall perform all duties and exercise all authority
in accordance with, and otherwise comply with, the policies, procedures and
practices as may from time to time be adopted by the Company's Board of
Directors.
2.2. Xxxxx shall devote all working time and best efforts to
perform successfully his duties and advance the Company's and/or its Affiliates'
interests; provided, however that Xxxxx will not be precluded from acting as a
non-executive director of any company for which he currently is so engaged, as a
director or officer in any company through which he has made investments for his
personal benefit, or as a trustee of any trust the principal beneficiaries of
which are members of Haigh's family so long as such action does not violate the
non-competition provisions hereof or
2
interfere with his duties hereunder; provided further, however, this provision
does not prohibit Xxxxx from personally owning and trading in stocks, bonds,
securities, real estate, commodities or other investment properties for his own
benefit to the extent that such activities are not otherwise inconsistent with
the terms of this Agreement. As used in this Agreement, "Affiliates" shall mean:
(i) the Company; (ii) any Company subsidiary or related entity (including
without limitation Innovex and its subsidiaries); and/or (iii) any entity
directly or indirectly controlled or beneficially owned in whole or part by the
Company or any Company subsidiary or related entity, in each case as existing at
or prior to the date of termination of Haigh's employment.
3. Remuneration.
3.1. Haigh's base salary for all services rendered shall be
(pound)250,000 per annum (less applicable withholdings) payable in accordance
with the Company's policies, procedures and practices as they may exist from
time to time, such salary being comparable to that provided to other Level 2
employees of the Company. Haigh's salary shall be reviewed at least annually and
may be increased in accordance with the Company's policies, procedures and
practices as they may exist from time to time.
3.2. Xxxxx may participate in the Quintiles Transnational
Corp. Executive Compensation Plan (or successor plans) and any other cash bonus
plan which may be made available from time to time to Level 2 employees of the
Company on terms that are comparable to those provided to other Level 2
employees of the Company; provided, however, that Haigh's participation is
subject to the applicable terms, conditions and eligibility requirements of each
such plan, some of which are within the plan administrator's discretion, as they
may exist from time to time.
3.3. Xxxxx may participate in the Quintiles Transnational
Corp. Equity Compensation Plan (or successor plans) and any other incentive
stock option or similar plan which may be made available from time to time to
Level 2 employees of the Company on terms that are comparable to those provided
to other Level 2 employees of the Company; provided, however, that Haigh's
participation is subject to (i) satisfactory performance as determined by the
Company Board of Directors or Compensation Committee in its sole discretion,
(ii) continued Company employment and (iii) the applicable terms, conditions and
eligibility requirements of each such plan, some of which are within the plan
administrator's discretion, as they may exist from time to time. The terms of
any such stock options will be set forth in separate option agreements between
Xxxxx and the Company but shall be no less favorable than provided to other
Level 2 employees of the Company; provided, however, that the Company will make
or cause to be made two contributions of (pound)100,000 each on or before the
last day of March 1997 and 1998, respectively, to the Cookham Security Plan
(Haigh's occupational pension scheme approved by the Inland Revenue). Such
payments shall be in lieu of, and the Company shall have no obligation to make,
contributions to the Company's ESOP or successor plan and grant of stock options
to Xxxxx otherwise contemplated by this Section 3.4 for the period through March
31, 1998, but the Company will make such contributions and grants for the year
ended December 31, 1998, on a pro rata basis, for the period beginning April 1,
1998.
2
3
3.4. Xxxxx may participate in all medical, dental, disability,
insurance, pension, tax return preparation and financial planning, consultation
and advice by the Company's accounting firm, legal counsel or financial
consultants as may be provided by the Company for Level 2 employees of the
Company and other employee benefit plans and programs (excluding time off for
holidays which shall be governed by Section 3.4) which may be made available
from time to time to Level 2 employees of the Company on terms that are
comparable to those provided to other level 2 employees of the Company;
provided, however, that Haigh's participation is subject to the applicable
terms, conditions and eligibility requirements of these plans and programs, some
of which are within the plan administrator's discretion, as they may exist from
time to time.
In addition, Xxxxx shall be entitled to: (i) retain,
at the Company's expense, the private medical insurance for Xxxxx and his family
as heretofore maintained by Innovex (currently at a cost of approximately
(pound)2,200 per year); (ii) maintain the two automobiles currently maintained
by the Company for Haigh's benefit at a lease cost of approximately (pound)5,500
per month and to be retained by the Company at the end of Haigh's employment
(for which the Company shall bear the cost of petrol, oil and other expenses
reasonably and properly incurred in the use of such automobiles); (iii)
reimbursement (in amounts up to $10,000 per annum) for the cost of financial
consulting, tax return preparation and similar financial services, (iv) dues and
expenses (in amounts up to $5,000 per annum) for business and country club dues
maintained principally for business purposes and (v) reimbursement of ordinary
and necessary expenses, in reasonable amounts, which Xxxxx incurs in performing
his duties under this Agreement, including, but not limited to, travel,
entertainment, professional dues and subscriptions, and all dues, fees and
expenses associated with membership in various professional, business and civic
associations and societies of which Haigh's participation is in the best
interest of the Company.
3.5 In addition to public holidays Xxxxx shall be entitled in
every calendar year to 30 working days' paid holiday to be taken at such time or
times as will not interfere with the operations of the Company.
3.6. Nothing in this Agreement shall require the Company to
create, continue or refrain from amending, modifying, revising or revoking any
of the plans or programs made available to officers or employees of the Company
generally and referred to in Sections 3.2, 3.3, and 3.4. Xxxxx acknowledges that
the Company, in its sole discretion, may amend, modify, revise or revoke any
such general plans or programs. Any amendments, modifications, revisions and
revocations of these general plans or programs shall apply to Xxxxx from their
respective effective dates. Nothing in this Agreement shall afford Xxxxx any
greater rights or benefits with regard to these general plans or programs than
are afforded to him under their applicable terms, conditions and eligibility
requirements, some of which are within each plan administrator's discretion, as
they may exist from time to time.
3.7. If, at any time during which Xxxxx is receiving salary or
post-termination payments from the Company, Xxxxx receives payments on account
of mental or physical disability from any source referred to in this Agreement,
then the
3
4
Company, at its discretion, may reduce Haigh's salary or post-termination
payments by the amount of such disability payments.
The above-stated items of compensation shall not be
deemed all-inclusive, and Xxxxx may receive other compensation, as may from time
to time be determined by the Board, including bonuses that may be provided by
the Company under the Company's annual incentive bonus plan or any comparable
bonus plan that may succeed it. Except as is otherwise provided herein, Xxxxx
shall be entitled to participate in all current and future employee stock option
and other employee benefit plans and arrangements in which the senior management
of the Company is permitted to participate and the provisions herein are not
meant to be exclusive.
4. Term of Employment. The original term of employment shall be for a
three (3) year period commencing on the date of this Agreement and terminating
on the third anniversary of the date of this Agreement, subject to the following
provisions.
4.1. On the third anniversary date of this Agreement, and each
anniversary date thereafter the terms of Haigh's employment will be
automatically extended one (1) year unless, ninety (90) days prior to such
anniversary date, the Company or Xxxxx shall have delivered to the other written
notice that the term of Haigh's employment hereunder will not be extended.
During all periods of employment, the terms, conditions and provisions set forth
in this Agreement shall remain in effect unless modified in accordance with
Section 12.
4.2. The Company may terminate Haigh's employment immediately
and without notice, at any time during the original term of employment or
thereafter, for "cause." For purposes of this Agreement, "cause" shall be
defined as (i) a willful and continued failure by Xxxxx to perform his duties as
Vice Chairman of the Company as established by the Board (other than due to
disability), or (ii) a material breach by Xxxxx of his fiduciary duties of
loyalty or care to the Company, or (iii) a willful violation by Xxxxx of any
provision of this Agreement, or (iv) a conviction of, or the entering of a plea
of nolo contendre by Xxxxx for, any felony or any crime involving fraud or
dishonesty.
4.3 Upon giving Xxxxx notice of its intent to terminate the
employment relationship, the Company, in its sole discretion, may elect to pay
Xxxxx his salary and, subject to the terms, conditions and eligibility
requirements of the applicable plans, continue his benefits during the notice
period and, in lieu of requiring him to continue his duties as Vice Chairman,
may require him to perform only such other duties as it may assign to him or
require him not to perform any duties whatsoever for the Company and/or exclude
him from the Company and/or Affiliates' premises (without providing any reason
therefor), all subject to his performance of his duties as a director.
4.4 Upon termination of his employment for whatever reason,
Xxxxx shall immediately tender his resignation from all offices, directorships
or other positions in the Company and/or its Affiliates; provided that the
Company and Xxxxx will each agree to provide the other reasonable cooperation to
assure the orderly disposition by Xxxxx of Haigh's shareholdings in the Company.
4
5
4.5. Sections 6 (Trade Secrets, Confidential Information,
Company Property and Competitive Business Activities), 7 (Intellectual Property
Ownership), 8 (License), and 9 (Release) shall survive the termination of
Haigh's employment and/or the termination of this Agreement regardless of the
reasons for such termination.
5. Compensation and Benefits Upon Termination.
5.1. If Haigh's employment terminates for any reason, the
Company's obligation to remunerate Xxxxx shall cease on the effective
termination date except as to amounts due at that time.
5.2. Xxxxx is not entitled to receive any compensation or
benefits upon Haigh's termination except as: (i) set forth in this Agreement;
(ii) otherwise required by law; or (iii) otherwise required by any employee
benefit plan in which Xxxxx participates. The terms and conditions afforded
Xxxxx under this Agreement are in lieu of any severance benefits to which Xxxxx
otherwise might be entitled pursuant to a severance plan, policy or practice.
Nothing in this Agreement, however, is intended to waive or supplant any death,
disability, retirement, or pension benefits to which Xxxxx may be entitled under
employee benefit plans in which he participates.
6. Trade Secrets, Confidential Information, Company Property and
Competitive Business Activities. Xxxxx acknowledges and agrees that: (i) by
virtue of his employment by and position with the Company, he has or will have
access to Trade Secrets and Confidential Information (as defined in Sections
6.1.5 and 6.1.6) of the Company and its Affiliates, including valuable
information about their worldwide business operations and entities with whom
they do business in various locations throughout the world, and has developed or
will develop relationships with their customers and others with whom they do
business in various locations throughout the world; and (ii) the Trade Secret,
Confidential Information and Competitive Business Activities' provisions set
forth in this Agreement are reasonably necessary to protect the Company's and
its Affiliates' legitimate business interests, are reasonable as to the time,
territory and scope of activities which are restricted, do not interfere with
public policy or public interest, and are described with sufficient accuracy and
definiteness to enable him to understand the scope of the restrictions imposed
on him.
6.1. Trade Secrets and Confidential Information. Xxxxx
acknowledges and agrees that: (i) the Company and/or its Affiliates will
disclose to him certain Trade Secrets and Confidential Information; (ii) Trade
Secrets and Confidential Information are the sole and exclusive property of the
Company and/or its Affiliates (or a third party providing such information to
the Company and/or its Affiliates); and (iii) the disclosure of such Trade
Secrets and Confidential Information to Xxxxx does not confer upon Xxxxx any
license, interest or rights of any kind in or to the Trade Secrets or
Confidential Information.
6.1.1. Xxxxx may use the Trade Secrets and Confidential
Information only in accordance with applicable Company policies and procedures
and solely for the Company's benefit, and only while Xxxxx is employed or
otherwise retained by the Company. Except in the performance of services for the
Company, Xxxxx will hold in confidence and not directly or indirectly, in any
form, by any means, or for any purpose,
5
6
disclose, reproduce, distribute, transmit, or transfer Trade Secrets or
Confidential Information or any portion thereof.
6.1.2. If Xxxxx is required to disclose Trade Secrets or
Confidential Information pursuant to a court order or other government process
or such disclosure is necessary to comply with applicable law or defend against
claims, Xxxxx shall: (i) notify the Company promptly before any such disclosure
is made; (ii) at the Company's request and expense take all reasonably necessary
steps to defend against such disclosure, including defending against the
enforcement of the court order, other government process or claims; and (iii)
permit the Company to participate with counsel of its choice in any proceeding
relating to any such court order, other government process or claims.
6.1.3. Haigh's obligations with regard to Trade Secrets shall
remain in effect for as long as such information shall remain a trade secret
under applicable law.
6.1.4. Haigh's obligations with regard to Confidential
Information shall remain in effect while he is employed or otherwise retained by
the Company and/or its Affiliates and for fifteen (15) years thereafter.
6.1.5. As used in this Agreement, "Trade Secrets" means
information of the Company, its Affiliates and its and/or their licensors,
suppliers, customers, or prospective licensors or customers, including, but not
limited to, data, formulas, patterns, compilations, programs, devices, methods,
techniques, processes, financial data, financial plans, product plans, or lists
of actual or potential customers or suppliers, which: (i) derives independent
actual or potential commercial value from not being generally known to or
readily ascertainable through independent development or reverse engineering by
persons or entities who can obtain economic value from its disclosure or use;
and (ii) is the subject of efforts that are reasonable under the circumstances
to maintain its secrecy.
6.1.6. As used in this Agreement, "Confidential Information"
means information (other than Trade Secrets) that is of value to the Company and
is treated as confidential, including, but not limited to, future business
plans, licensing strategies, advertising campaigns, information regarding
executives and employees, and the terms and conditions of this Agreement;
provided, however, Confidential Information shall not include information which
is in the public domain or becomes public knowledge through no fault of Xxxxx.
6.2. Company Property. Upon the termination of Haigh's
employment, Xxxxx shall at the Company's request: (i) deliver to the Company all
records, memoranda, data, documents and other property of any description which
refer or relate in any way to Trade Secrets or Confidential Information,
including all copies thereof, which are in Haigh's possession, custody or
control; (ii) deliver to the Company all Company and/or Affiliate property
(including, but not limited to, keys, credit cards, client files, contracts,
proposals, work in process, manuals, forms, computer-stored work in process and
other computer data, research materials, other items of business information
concerning any Company and/or Affiliate client, or Company and/or Affiliate
business or business methods, including all copies thereof) which is in Haigh's
possession, custody or control; and (iii) provide reasonable cooperation to the
Company at the Company's expense in
6
7
winding up Haigh's work and transferring that work to other individuals
designated by the Company.
6.3. Competitive Business Activities. During Haigh's
employment and the Non-Competition Period (as defined in Section 6.3.3), Xxxxx
will not engage in the following activities:
(a) Xxxxx shall not, either alone or jointly with
another or others, whether as principal, agent, director, shareholder,
independent contractor, officer, employee or in any other capacity, whether
directly or indirectly, and whether for his own benefit or that of others,
during the continuation of his employment by the Company nor after the
termination of his employment for two years(howsoever caused):
(i) be engaged or interested in any business
which competes with any business carried on or engaged in by the Company or any
of its Affiliates at or before (provided such business has not been terminated
or abandoned by the Company or such Affiliate) the date of termination of
Haigh's employment (hereinafter, a "Competitive Business");
(ii) solicit or endeavor to solicit on
behalf of a Competitive Business from or with any person or entity:
(aa) who or which was a customer of
the Company or any of its Affiliates at any time during the period of twelve
(12) months preceding the date of the termination of the employment;
(bb) whom or which Xxxxx or someone
for whom he was directly responsible solicited, negotiated, contracted,
serviced, advised or had contact with on the Company's or any of its Affiliates'
behalf; or
(cc) to whom the Company or any of
its Affiliates had made proposals to do business at any time during the period
of twelve (12) months preceding the date of the termination of the employment;
(iii) deal, do business or endeavor to deal
or do business for a Competitive Business, from or with any person or entity:
(aa) who or which was a customer of
the Company or any of its Affiliates at any time during the period of twelve
(12) months preceding the date of the termination of the employment;
(bb) whom or which Xxxxx or someone
for whom he was directly responsible solicited, negotiated, contracted,
serviced, advised or had contact with on the Company's or any of its Affiliates'
behalf; or
(cc) to whom the Company or any of
its Affiliates had made proposals to do business at any time during the period
of twelve (12) months preceding the date of the termination of the employment;
7
8
(iv) without the written permission of the
Board of the Company (such permission not to be unreasonably withheld if the
Company considers that Xxxxx has neither a personal influence with clients nor
is in possession of confidential information) offer employment to or otherwise
solicit for employment the services of any individual who was an employee or
director of the Company or any of its Affiliates during the period of twelve
(12) months preceding the date of termination of employment whether or not such
person would commit any breach of his contract of employment with the Company or
any of its Affiliates by reason of his leaving service.
(v) directly or indirectly take any action
which is materially detrimental or otherwise intended to be adverse to the
Company's and/or any of its Affiliates' goodwill, name, business relations,
prospects and operations.
Notwithstanding anything in this Agreement
to the contrary, the following activities will not be deemed to contravene the
provisions of Section 6.3 of this Agreement:
(i) Owning, operating, controlling or
serving as a director, officer or employee of or consultant to any company the
principal business of which is manufacturing, distributing, marketing and/or
selling pharmaceutical products the rights to which are owned by or licensed to
such company; provided that no more than five percent (5%) of the consolidated
revenues of such company in any year will be derived from operations (as defined
below, "Related Activities") involving providing, on a contract, for hire, or
similar basis (i) drug development services, (ii) pharmaceutical or clinical
research services, (iii) pharmaceutical sales or marketing services, (iv) health
information management services, and/or (v) any other activity which constitutes
a significant part of the business of the Company or any of its Affiliates (in
the case of subparagraph (v), at or before the date of termination of Vendor's
employment); provided further that Vendor shall have no direct involvement in
such Related Activities as a director, officer, employee, consultant or
otherwise; provided further, it is agreed that Related Activities are intended
to be limited to activities which are incidental to the operations of a
pharmaceutical business and are not, without limiting the foregoing , any
activities dedicated primarily to a Competitive Business or the purpose of drug
development, marketing, sales services, or health benefit analysis of the
products or potential products of third parties.
(ii) the provision of executive search
consulting services so long as such services are not provided to entities
engaged in Related Activities; and
(iii) the provision of financial consulting
services so long as such services are not provided to entities engaged in
Related Activities.
(b) Section 6.3(a) shall not prohibit the holding
(directly or through nominees or otherwise) of shares or other securities of
another company which are listed or traded on any recognized stock exchange
being a holding (which phrase shall include any interest in any such holding)
entitling the holder to no more than two and one half percent (2.5%) of the
voting power of such body corporate.
8
9
(c) Xxxxx shall not either before or after the
termination of his employment hereunder disclose to any person or persons any
confidential information in relation to the affairs of the Company or any of its
Affiliates or any client or customer thereof of which he has become or any have
become possessed whilst in the service of the Company except in the proper
course of his duties hereunder or as authorized by the Board or as ordered by a
court of competent jurisdiction or pursuant to other governmental process.
(d) The restriction contained in clauses (a) and (c)
are considered reasonable by the parties but if any such restriction shall be
found void but would be valid if some part thereof were deleted or the period or
area of application reduced, such restriction shall apply with such
modifications as may be necessary to make it valid and effective.
6.3.1. The restriction set forth in Section 6.3(a)(i) apply to
the following geographical areas: the United Kingdom, the Federal Republic of
Germany and the United States of America, including the territories and
possessions thereof.
6.3.2. Notwithstanding the foregoing, Haigh's ownership,
directly or indirectly, of not more than two and one half percent (2.5%) of the
issued and outstanding stock of a corporation the shares of which are regularly
traded on a national securities exchange or in the over-the-counter market shall
not violate Section 6.3.
6.3.3. As used in this Agreement "Non-Competition Period"
means the greater of: (i) the two (2) year period following the termination of
Haigh's employment (irrespective of the circumstances of such termination); or
(ii) five years from November 26, 1996.
6.4. Remedies. Xxxxx acknowledges and agrees that Haigh's
failure to abide by the Trade Secrets, Confidential Information, Company
Property or Competitive Business Activities provisions of this Agreement would
cause irreparable harm to the Company and/or its Affiliates for which legal
remedies would be inadequate. Therefore, in addition to any legal or other
relief to which the Company and/or its Affiliates may be entitled by virtue of
Haigh's failure to abide by these provisions: (i) the Company may seek legal and
equitable relief, including but not limited to preliminary and permanent
injunctive relief, for Haigh's actual or threatened failure to abide by these
provisions; (ii) Xxxxx will indemnify, upon final judicial determination that
Xxxxx has breached the terms of Section 6 or Section 7, the Company and/or its
Affiliates for all expenses (including attorneys' fees) in seeking to enforce
these provisions; and (iii) if, as a result of Haigh's failure to abide by the
Trade Secrets, Confidential Information, Company Property or Competitive
Business Activities provisions, any commission or fee becomes payable to Xxxxx
or to any person, corporation or other entity with which Xxxxx has become
employed or otherwise associated, Xxxxx shall pay the Company or cause the
person, corporation or other entity with whom he has become employed or
otherwise associated to pay the Company an amount equal to such commission or
fee. Notwithstanding that Xxxxx returns all post-termination payments received
pursuant to this Agreement, Xxxxx shall remain obligated to abide by the Trade
Secrets, Confidential
9
10
Information, Company Property and Competitive Business Activities provisions set
forth in this Agreement.
6.5. Other Agreements. Nothing in this Agreement shall
terminate, revoke or diminish Haigh's obligations or the Company's and/or its
Affiliates' rights and remedies under law or under Haigh's Deed of
Non-Competition with the Company and the Share Exchange Agreement relating to
trade secrets, confidential information, non-competition and intellectual
property.
7. Intellectual Property Ownership.
7.1. As used in this Agreement, "Work Product" shall mean the
data, materials, documentation, computer programs, inventions (whether or not
patentable), picture, audio, video, artistic works, and all works of authorship,
including all worldwide rights therein under patent, copyright, trade secret,
confidential information, or other property rights, created or developed in
whole or in part by Xxxxx while employed by the Company (whether developed
during work hours or not), whether prior or subsequent to the date of this
Agreement.
7.2. All Work Product shall be considered work made for hire
by Xxxxx and owned by the Company. If any of the Work Product may not, by
operation of law, be considered work made for hire by Xxxxx for the Company, or
if ownership of all right, title, and interest of the intellectual property
rights therein shall not otherwise vest exclusively in the Company, Xxxxx hereby
assigns to the Company, and upon the future creation thereof automatically
assigns to the Company, without further consideration, the ownership of all Work
Product. The Company shall have the right to obtain and hold in its own name
copyrights, registrations, and any other protection available in the Work
Product. Xxxxx agrees to perform, during or after Haigh's employment, such
further acts which the Company requests as may be necessary or desirable to
transfer, perfect, and defend the Company's ownership of the Work Product.
7.3. Notwithstanding the foregoing, this Agreement shall not
require assignment of any invention that: (i) Xxxxx developed entirely on his
own time without using the Company's equipment, supplies, facilities, Trade
Secrets or Confidential Information; and (ii) does not relate to the Company's
business or actual or anticipated research or development or result from any
work performed by Xxxxx for the Company.
7.4. Xxxxx shall promptly disclose to the Company in writing
all Work Product conceived, developed or made by him, individually or jointly
that relates in any way to the business conducted by the Company.
8. License. To the extent that any preexisting materials are contained
in Work Product which Xxxxx delivers to the Company or its customers, Xxxxx
grants to the Company an irrevocable, nonexclusive, worldwide, royalty-free
license to: (i) use and distribute (internally or externally) copies of, and
prepare derivative works based upon, such preexisting materials and derivative
works thereof; and (ii) authorize others to do any of the foregoing.
10
11
9. Releases. Xxxxx acknowledges and agrees that: (i) as a part of his
services, he may provide his image, likeness, voice, or other characteristics;
and (ii) the Company may use his image, likeness, voice, or other
characteristics in its products and services with Haigh's reasonable review and
approval. Xxxxx consents to the use of such characteristics and expressly
releases the Company, its Affiliates and its and their respective agents,
employees, licensees and assigns from and against any and all claims which Xxxxx
has or may have for invasion of privacy, right of privacy, defamation, copyright
infringement, or any other causes of action arising out of the use, adaptation,
reproduction, distribution, broadcast, or exhibition of such characteristics.
10. Xxxxx Representation. Xxxxx represents and warrants that neither
Haigh's employment nor the performance of Haigh's obligations under this
Agreement will (i) breach any duty or obligation Xxxxx owes to another or (ii)
violate any law, recognized ethics standard or recognized business custom.
11. Waiver of Breach. The Company's or Haigh's waiver of any breach of
a provision of this Agreement shall not waive any subsequent breach by the other
party.
12. Entire Agreement. Except as expressly provided in this Agreement,
this Agreement: (i) supersedes and cancels all other understandings and
agreements, oral or written, with respect to Haigh's employment with Innovex,
including without limitation that certain Service Agreement dated March 31, 1993
between Xxxxx and Innovex; (ii) supersedes all other understandings and
agreements, oral or written, between the parties with respect to the subject
matter of this Agreement; and (iii) constitutes the sole agreement between the
parties with respect to the terms of the Haigh's employment. Each party
acknowledges that: (i) no representations, inducements, promises or agreements,
oral or written, have been made by any party or by anyone acting on behalf of
any party, which are not embodied in this Agreement; and (ii) no agreement,
statement or promise not contained in this Agreement shall be valid. No change
or modification of this Agreement shall be valid or binding upon the parties
unless such change or modification is in writing and is signed by the parties.
13. Severability. If a court of competent jurisdiction holds that any
provision or sub-part thereof contained in this Agreement is invalid, illegal or
unenforceable, that invalidity, illegality or unenforceability shall not affect
any other provision in this Agreement. Additionally, if any of the provisions,
clauses or phrases in the Trade Secrets, Confidential Information or Competitive
Business Activities provisions set forth in this Agreement are held
unenforceable by a court of competent jurisdiction, then the parties desire that
they be "blue-penciled" or rewritten by the court to the extent necessary to
render them enforceable to the maximum similar effect permitted by applicable
law.
14. Parties Bound. The terms, provisions, covenants and agreements
contained in this Agreement shall apply to, be binding upon and inure to the
benefit of the Company's successors and assigns. The Company, at its sole
discretion, may assign this Agreement to any of its Affiliates. Xxxxx may not
assign this Agreement without the Company's prior written consent.
11
12
15. Remedies. Xxxxx acknowledges and agrees that Haigh's breach of this
Agreement would cause the Company and/or its Affiliates irreparable harm for
which damages would be difficult, if not impossible, to ascertain and legal
remedies would be inadequate. Therefore, in addition to any legal or other
relief to which the Company and/or its Affiliates may be entitled by virtue of
the Haigh's breach or threatened breach of this Agreement, the Company and/or
its Affiliates may seek equitable relief, including but not limited to
preliminary and injunctive relief, and such other available remedies.
16. Costs and Expenses. If a dispute occurs between the Company and
Xxxxx in connection with or arising under this Agreement, the prevailing party
in a final judgment in respect of such dispute shall be reimbursed by the other
party for all reasonable costs, including attorneys' fees and any other
necessary costs or expenses, incurred as a result of such dispute.
17. Law and Jurisdiction. This Agreement shall be governed by and
construed in accordance with English law and the parties irrevocably submit to
the non-exclusive jurisdiction of the High Court of Justice in London for all
purposes connected with it.
12
13
IN WITNESS WHEREOF, the parties have entered into this Agreement on the
date set forth in the preamble above.
----------------------------------------
Xxxxxx Xxxxxxx Xxxxx
QUINTILES TRANSNATIONAL CORP.
By:
-------------------------------------
Name:
Title:
13
