CONSULTING AGREEMENT
Exhibit 10.44
This Consulting Agreement (the “Agreement”) is entered into as of November 10, 2006, by and
between Cambrex Corporation, a corporation (the “Company”), and Xxxx X. Xxxxxxx, an independent
contractor (the “Consultant”).
A. The Company desires to obtain the services of Consultant on its own behalf and on behalf of
all existing and future Affiliated Companies (defined as any corporation or other business entity
or entities that directly or indirectly controls, is controlled by, or is under common control with
the Company), and Consultant desires to provide consulting services to the Company upon the terms
and conditions in this Agreement.
B. The Company has spent significant time, effort, and money to develop certain Proprietary
Information (as defined below), which the Company considers vital to its business and goodwill.
C. The Company’s Proprietary Information shall necessarily be communicated to or acquired by
Consultant in the course of providing consulting services to the Company, and the Company desires
to obtain the services of Consultant and to protect its Proprietary Information.
Accordingly, the parties agree as follows:
1. Consulting Period
2. Services
(a) Consultant hereby agrees to provide and perform for the Company those services set forth
in Exhibit A and such additional services as may be requested from time to time by the
Company’s Chief Executive Officer or his designee.
(b) Company hereby agrees to provide compensation and reimbursement for travel and other
reasonable business expenses incurred by Consultant under the scope of this Agreement in accordance
with Section 3(a).
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3. Compensation, Benefits, Expenses
(a) Compensation. In consideration of the services to be rendered hereunder,
including, without limitation, services to any Affiliated Company, Consultant shall be paid $10,000
(Ten Thousand Dollars) per month, payable on the last day of each month, as well as reimbursement
for reasonable travel and other business expenses.
(b) Benefits. Other than the compensation specified in Sections 3(a) Consultant shall
not be entitled to any direct or indirect compensation or benefits for services performed
hereunder, it being understood and agreed that consultant is an independent contractor and not an
employee of the Company.
4. Proprietary Information
(a) Defined. “Proprietary Information” is all information and any idea in whatever
form, tangible or intangible, pertaining in any manner to the business of the Company or any
Affiliated Company, or to its clients, consultants, or business associates, unless: (i) the
information is or becomes publicly known through lawful means; (ii) the information was rightfully
in Consultant’s or its agents’ possession or part of its general knowledge prior to the Consulting
Period; or (iii) the information is disclosed to Consultant or its agents by a third party who
rightfully possesses the information, does not have confidential or proprietary restrictions
related to disclosure of such information, and did not learn of it, directly or indirectly, from
the Company.
(b) General Restrictions on Use. Consultant agrees to hold all Company’s Proprietary
Information in strict confidence and trust for the sole benefit of the Company and not to,
disclose, use, copy, publish, summarize, or remove from Company’s premises any Proprietary
Information (or remove from the premises any other property of the Company) (i) during the
Consulting Period except to the extent necessary to carry out Consultant’s responsibilities under
this Agreement, and (ii) after termination of the Consulting Period.
(c) Interference with Business; Competitive Activities. Consultant agrees that
during the Consulting Period, Consultant shall not compete with any of the Company’s products.
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5. Inventions and Ideas
(a) Defined. The term “Invention Ideas” means any and all ideas, processes,
trademarks, service marks, inventions, technology, computer programs, original works of authorship,
designs, formulas, discoveries, patents, copyrights, and all improvements, rights, and claims
related to the foregoing. “Invention Idea” does not include inventions that are conceived,
developed, or reduced to practice by the Consultant entirely on his or her own time without using
the Company’s equipment, supplies, facilities, or Proprietary Information except for those
inventions that (i) are conceived, developed, or reduced to practice by the Consultant in
connection with the performance of services under this Agreement, or (ii) at the time of reduction
to practice or conception of the invention by the Consultant, relate to the Company’s business, or
actual or demonstrably anticipated research or development of the Company.
(b) Disclosure. Consultant agrees to maintain adequate and current written records on
the development of all Invention Ideas and shall disclose these to Company.
(c) Assignment. Consultant agrees to assign to the Company, without further
consideration, its entire right, title, and interest (throughout the United States and in all
foreign countries), free and clear of all liens and encumbrances, in and to each Invention Idea,
developed within the scope of the services covered by this agreement, for Company, whether or not
patentable. In the event any Invention Idea shall be deemed by the Company to be patentable or
otherwise registrable, Consultant shall assist the Company (at Company’s expense) in obtaining
letters patent or other applicable registrations thereon and shall execute all documents and do all
other things (including testifying at the Company’s expense) necessary or proper to obtain letters
patent or other applicable registrations thereon and to vest the Company, or any Affiliated
Company, with full title thereto. Should the Company be unable to secure Consultant’s signature on
any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other
right or protection relating to any Invention Idea, Consultant hereby irrevocably designates and
appoints Company and each of its duly authorized officers and agents as Consultant’s agent and
attorney in fact, to act for and on Consultant’s behalf and stead and to execute and file any such
document, and to do all other lawfully permitted acts to further the prosecution, issuance, and
enforcement of patents, copyrights, or other rights or protections with the same force and effect
as if executed and delivered by Consultant.
(d) Ownership. Consultant hereby acknowledges and agrees that all property, including,
all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or
materials, or copies thereof, that are produced under this Agreement are Proprietary Information
(as defined herein), and equipment furnished to or prepared by Consultant in the course of or
incident to rendering of services to the Company, belong to the Company and shall be promptly
returned to the Company upon request.
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6. Assignment; Successors and Assigns
Consultant agrees that it will not assign, sell, transfer, delegate or otherwise dispose of
any rights or obligations under this Agreement. Any purported assignment, transfer, or delegation
shall be null and void. Nothing in this Agreement shall prevent the consolidation of the Company
with, or its merger into, any other corporation, or the sale by the Company of all or substantially
all of its properties or assets, or the assignment by the Company of this Agreement and the
performance of its obligations hereunder to any successor in interest or any Affiliated Company.
Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of
the parties and their respective heirs, legal representatives, successors, and permitted assigns,
and shall not benefit any person or entity other than those enumerated above.
7. Notices
All notices or other communications required or permitted hereunder shall be made in writing
and shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid, by
certified or registered mail, return receipt requested, and addressed to the Company at:
or to the Consultant at:
Xx. Xxxx X. Xxxxxxx
00000 Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
00000 Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Notice of change of address shall be effective only when done in writing and sent in accordance
with the provisions of this Section.
8. Entire Agreement
The terms of this Agreement are intended by the parties to be the final expression of their
agreement with respect to the retention of Consultant by the Company for the services as described
in Section 2.
9. Amendments; Waivers
This Agreement may not be modified, amended, or terminated except by an instrument in writing,
signed by a duly authorized representative of the Company and the Consultant. By an instrument in
writing similarly executed, either party may waive compliance by the other party with any provision
of this Agreement that such other party was or is
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obligated to comply with or perform; provided, however, that such waiver shall not operate as a
waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and
no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, or power provided herein or by
law or in equity.
10. Severability; Enforcement
If any provision of this Agreement, or the application thereof to any person, place, or
circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or
void, the remainder of this Agreement and such provisions as applied to other persons, places, and
circumstances shall remain in full force and effect.
11. Governing Law
The validity, interpretation, enforceability, and performance of this Agreement shall be
governed by and construed in accordance with the law of the State of New Jersey.
12. Independent Contractor
The Consultant shall operate at all times as an independent contractor of the Company. This
Agreement does not authorize the Consultant to act for the Company as its agent or to make
commitments on behalf of the Company. The Company shall not withhold payroll taxes, and Consultant
shall not be covered by health, life, disability, or worker’s compensation insurance of the
Company.
The parties have duly executed this Agreement effective as of the date first written above.
| /s/ Xxxx X. Xxxxxxx | Cambrex Corporation | |||||||
| By: | /s/ Xxxxx X. Xxxxxx
|
|||||||
| (Signature) | ||||||||
| Xxxxx X. Xxxxxx | ||||||||
| Print Name | ||||||||
| Sr. Vice President and General Counsel | ||||||||
| Title | ||||||||
| November 10, 2006 | ||||||||
| Date | ||||||||
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