CONSULTING AGREEMENT<\/u><\/p>\n
This is a consulting agreement (“Agreement”) made and entered NOW, THEREFORE, in consideration of the mutual covenants, terms and 1. Status<\/u>. Mr. Kraft voluntarily resigns as Corporate Senior Vice 2. Consulting Duties<\/u>. Mr. Kraft shall provide to Covance those duties 3. Term<\/u>. This Agreement shall be effective for an initial six (6) 4. Time, Fees<\/u>. Mr. Kraft agrees to participate in at least one monthly 5. Non-Competition<\/u>. While this Agreement remains in effect, and for 6. Confidential Information<\/u>. From the date hereof, and notwithstanding Notwithstanding the foregoing, Confidential Information shall not include (a) Is now, or which hereafter, through no act or failure to act on the part (b) Is hereafter furnished to Mr. Kraft in good faith by a third party who (c) Is disclosed with the written approval of Covance.<\/p>\n 7. Records and Documents<\/u>. Except in the performance of his duties as a 8. Contractor Status<\/u>. The relationship of Covance and Mr. Kraft shall 9. Release<\/u>. The Employee, on behalf of Employee, Employee153s heirs, 10. Support of Company<\/u>. Mr. Kraft agrees not to make critical, 11. Representations and Warranties of the Parties<\/u>. Each party hereto 12. Assignment<\/u>. This Agreement shall be binding on and inure to the 13. Governing Law and Forum<\/u>. This Agreement is made and entered into 14. Indemnification<\/u>. Covance shall indemnify Mr. Kraft against any and 15. Notices<\/u>. Every notice to any party given pursuant to this If to Mr. Kraft:<\/p>\n<\/td>\n Mr. Donald Kraft<\/p>\n<\/td>\n<\/tr>\n 31 Lake Baldwin Drive<\/p>\n<\/td>\n<\/tr>\n Pennington, NJ 08534<\/p>\n<\/td>\n<\/tr>\n If to Covance:<\/p>\n<\/td>\n Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n Covance Inc.<\/p>\n<\/td>\n<\/tr>\n 210 Carnegie Center<\/p>\n<\/td>\n<\/tr>\n Princeton, NJ 08540<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The addresses for the purpose of this Paragraph may be changed only by giving 16. Waiver<\/u>. The failure of either party at any time to require 17. Captions<\/u>. The captions of the Paragraphs herein are inserted as a 18. Entire Agreement<\/u>. This Agreement sets forth the entire agreement 19. Expenses<\/u>. Covance will reimburse Mr. Kraft for reasonable IN WITNESS WHEREOF, the parties have executed this Agreement as of the date MR. KRAFT:<\/p>\n<\/td>\n COVANCE INC.<\/p>\n<\/td>\n<\/tr>\n \/s\/ Donald Kraft<\/p>\n<\/td>\n \/s\/ Joseph Herring<\/p>\n<\/td>\n<\/tr>\n By: Donald Kraft<\/p>\n<\/td>\n By:<\/p>\n<\/td>\n Joseph Herring<\/p>\n<\/td>\n<\/tr>\n Title:<\/p>\n<\/td>\n Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7224],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-38672","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-covance-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38672","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38672"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38672"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38672"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38672"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\ninto as of the 18th<\/sup> day of June, 2010, by and between Donald Kraft,
\nwhose address is 31 Lake Baldwin Drive, Pennington, NJ 08534 (“Mr. Kraft”) and
\nCovance Inc., a Delaware corporation (“Covance”), whose address is 210 Carnegie
\nCenter, Princeton, New Jersey 08540. Covance desires to engage Mr. Kraft as a
\nconsultant, and Mr. Kraft is willing to be engaged as a consultant, to assist
\nCovance in a variety of human resources and business matters.<\/p>\n
\nconditions contained in this Agreement, Mr. Kraft and Covance agree as follows:\n<\/p>\n
\nPresident and an employee of Covance, effective June 30, 2010. Mr. Kraft will
\nserve as an independent consultant to Covance, commencing on July 1, 2010 and
\ncontinuing through the Term as defined in Paragraph 3 below.<\/p>\n
\nreasonably requested by the Chief Executive Officer of Covance or his designee
\n(the “Contact”), including, those duties set forth above (the “Consulting
\nDuties”); provided<\/u>, that the Contact may make reasonably related
\nmodifications to, or eliminate, all or any of the Consulting Duties at any time.
\nMr. Kraft shall perform the consulting duties primarily at an office to be
\nprovided by Covance, but will, upon request or as appropriate for the
\nperformance of Company needs, provide the services at such other places as
\nappropriate, provided Covance agrees to pay Mr. Kraft153s travel expenses (which
\nexpenses must be pre-approved by Covance).<\/p>\n
\nmonth term, and may be extended monthly thereafter if agreed to in writing by
\nthe parties (“Term”). However, Mr. Kraft may terminate this Agreement prior to
\nthe Term upon thirty (30) days written notice to Contact, and Covance may
\nterminate this Agreement either for cause or upon thirty (30) days written
\nnotice after the initial six month term.<\/p>\n
\nteleconference with the Contact to discuss the Consulting Duties. Mr. Kraft
\nshall submit to Covance at the end of each month a written report reasonably
\nsatisfactory to Covance identifying the activities undertaken by Mr. Kraft on
\nbehalf of Covance during such month. Covance shall pay Mr. Kraft $28,500 per
\nmonth and Covance shall also provide Mr. Kraft with an amount equal to the
\nmonthly premium for COBRA continuation coverage for Mr. Kraft and his eligible
\ndependents. Such fees shall be paid at the end of each month for work performed
\nduring such month but only after receipt by the Contact of a written invoice
\ndetailing Mr. Kraft153s activities<\/p>\n
\na one year period following its termination, regardless whether by Mr. Kraft or
\nCovance and regardless of the reason for the termination, Mr. Kraft shall not
\ndirectly own, manage, operate, finance, join, control, participate in, or derive
\nany financial benefit whatsoever from, or be an officer, director, employee,
\npartner or consultant of, any entity or person engaged in or seeking to engage
\nin the provision of contract-based drug development services to pharmaceutical
\nand other manufacturers in any region of the world where Covance maintains
\ncustomers, including Europe, the United States and Asia.<\/p>\n
\ntermination of this Agreement, regardless whether by Mr. Kraft or Covance and
\nregardless of the reason for the termination, Mr. Kraft will not, directly or
\nindirectly, use for his own benefit or purposes, disclose to, or use for the
\nbenefit or purposes of anyone other than Covance, any Confidential Information
\nregarding the Company and its affiliates. “Confidential Information” means all
\ndata, information, know-how, processes, process parameters, methods, practices,
\nspecifications, raw materials and preparations, designs, fabrication techniques,
\ntechnical plans, algorithms, computer programs, documentation, customer names or
\nlists, price lists, supplier names or lists, trade secrets, business plans,
\nexpansion plans, marketing plans, financial information, succession planning and
\nperformance information relating to members of the Covance Senior Management
\nGroup (defined to include Covance employees invited to the annual Covance Senior
\nManagement Meeting) and the like, in whatever form or medium, and whether or not
\ngenerated by Covance or received by Covance from third parties, whether or not
\ndesignated or marked “Confidential” or the like, which Mr. Kraft learns or
\nacquires while engaged by Covance hereunder or during his prior employment by
\nCovance.<\/p>\n
\ninformation which:<\/p>\n
\nof Mr. Kraft, becomes generally known or available to the public without breach
\nof this Agreement; or<\/p>\n
\nhas an independent right to such Information; or<\/p>\n
\nconsultant of Covance, Mr. Kraft will not at any time or in any manner make or
\nin any manner make or cause to be made any copies, pictures, duplicates,
\nfacsimiles, or other reproductions, recordings, abstracts, or summaries of any
\nConfidential Information. Mr. Kraft shall have no right, title or interest in
\nany such Confidential Information, and Mr. Kraft agrees that he has not removed
\nand will not remove such Confidential Information without the prior written
\nconsent of Covance (except as needed to perform the Consulting Duties), and that
\nhe will surrender all such materials and all copies and summaries thereof and
\nall materials prepared based thereon to Covance immediately upon the termination
\nof this Agreement, or at any time prior or subsequent thereto upon request of
\nCovance. In addition, Mr. Kraft shall not at any time make any defamatory
\nstatements to anyone regarding Covance or its affiliates or any officer,
\ndirector or employee of any of the foregoing, or otherwise take any action
\nintended or which may reasonably be expected, directly or indirectly, to impair
\nthe goodwill, business reputation or good name of Covance or its affiliates or
\nany officers, director or employee of any of the foregoing.<\/p>\n
\nbe that of independent contractor and not that of an employee of Covance or any
\nof its affiliates. Mr. Kraft shall not be entitled to nor receive any benefit
\nnormally provided to Covance153s employees including, by way of example only,
\nmedical and health insurance, paid vacations and holidays, and participation in
\nany 401(k) or profit sharing plan. Nothing contained in this Agreement shall be
\nconstrued so as to constitute Covance or any of its affiliates and Mr. Kraft as
\npartners or joint ventures. Covance will not withhold or pay Social Security
\ntaxes, unemployment insurance, federal, state or local income taxes or any other
\ntax on fees paid hereunder on Mr. Kraft153s behalf and all payments made to Mr.
\nKraft will be reported by Covance on a Form 1099. All such taxes shall be Mr.
\nKraft153s sole responsibility to pay and Mr. Kraft shall make all filings with
\nrespect thereto.<\/p>\n
\nexecutors, administrators, successors and assigns, hereby releases and forever
\ndischarges Covance and each and every subsidiary and affiliate of Covance, and
\nall of their successors and assigns, together with the officers, directors and
\nemployees of the foregoing, from any and all actions, causes of action, suits,
\ndamages, judgments, executions, claims and demands of any kind whatsoever,
\n(collectively, “Claims”), in law or in equity, which the Employee or Employee153s
\nheirs, executors, administrators, successors or assigns had, now have or
\nhereafter may have against them or any of them the basis of which arose on or
\nprior to the Effective Date for any reason, including, without limiting the
\ngenerality of the foregoing, any Claims arising out of, or in connection with
\nEmployee153s employment with Covance or the termination of the employment
\nrelationship, including, but not limited to, any Claims arising out of, or in
\nconnection with any New Jersey Civil or Human Rights Law, including, without
\nlimitation, the New Jersey Law Against Discrimination, the Conscientious
\nEmployee Protection Act, and the New Jersey Family Leave Act, Title VII of the
\nCivil Rights Act of 1964, as amended, the Equal Employment Opportunity Act of
\n1972, as amended, the Rehabilitation Act, as amended, the Social Security Act,
\nas amended, the Equal Pay Act, as amended, the Age Discrimination and Employment
\nAct, as amended, the Americans with Disabilities Act, as amended, the Family and
\nMedical Leave Act, as amended, or any other federal, state or local law, rule,
\nregulation or ordinance, any common law claims under tort, contract or any other
\ntheory now or hereafter recognized and any oral or written agreement.
\nNotwithstanding any breach of this Agreement by the Employee, this release shall
\nbe binding upon the Employee, Employee153s heirs, successors and assigns.
\nNotwithstanding the foregoing, nothing in this Agreement shall waive any rights
\nEmployee has under the Employment Retirement Security Income Act.<\/p>\n
\nnegative or disparaging remarks about Covance or any of its subsidiaries,
\naffiliates, officers, directors, agents or employees, including but not limited
\nto comments about any services, business or employment practices of any of them.\n<\/p>\n
\nhereby represents and warrants to the other party hereto that it has no prior
\ncommitments, arrangements, or agreements with any third parties which might
\ninterfere with, or preclude the carrying out of, each and every one of its
\nobligations under this Agreement. During the term of this Agreement, Mr. Kraft
\nwill not contract with any third party to perform the same or similar services
\nas those provided to Covance hereunder.<\/p>\n
\nbenefit of the parties hereto and their heirs, executors, legal representatives,
\nsuccessors and assigns. Except in the event of a transfer of all or
\nsubstantially all of the assets of Covance to a successor corporation or
\naffiliate of Covance, neither party shall have the right to assign its
\nobligations, or all or any portion of its rights or interests under this
\nAgreement without the prior written consent of the other party hereto.<\/p>\n
\nand is to be governed by and construed in accordance with the laws of the State
\nof New Jersey. Mr. Kraft and Covance agree that the sole and exclusive forum for
\nany disputes between them shall be the United States District Court or the New
\nJersey Superior Court sitting in and for Mercer County, New Jersey, and the
\nparties expressly consent to the jurisdiction of said courts for the
\nadjudication of any such disputes.<\/p>\n
\nall losses, claims, damages, penalties, judgments, liabilities and expenses,
\nincluding but not limited to reasonable attorneys153 fees and other expenses of
\nlitigation and any pre-litigation investigation (herein, “Liabilities”) which
\nMr. Kraft may pay, incur or become subject to arising out of Mr. Kraft153s
\nperformance of services pursuant to this Agreement, unless such Liabilities
\narise out of the negligence or intentional misconduct of Mr. Kraft; and
\ncorrespondingly, Mr. Kraft shall indemnify Covance against any and all such
\nLiabilities which Covance may pay, incur or become subject to arising out of Mr.
\nKraft153s performance of services under this Agreement, to the extent that such
\nLiabilities arise out of the negligence or intentional misconduct of Mr. Kraft.\n<\/p>\n
\nAgreement shall be in writing and shall be given in person, by nationally
\nrecognized overnight courier delivery service (providing proof of delivery) or
\nby facsimile with electronic confirmation of delivery (with a hard copy
\ndelivered by such an overnight courier), addressed to the addresses for each
\nparty first set forth below. Any such address may be changed by any party by
\nnotice to the other party. Any notice shall be deemed delivered and effective
\n(I) upon receipt, if given in person, (ii) upon the next Business Day following
\ndispatch if sent by such overnight service, and (iii) upon completion of
\nfacsimile transmission if sent by facsimile. “Business Day” shall mean every day
\nexcept Saturdays, Sundays and days on which banks in the State of New Jersey are
\nrequired or authorized to be closed.<\/p>\n\n\n
\n \n \n \n \n<\/td>\n \n \n \n<\/td>\n \n \n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n \n \n \n<\/td>\n \n \n \n<\/td>\n \n \n \n<\/td>\n \n
\nwritten notice of such change in the manner provided herein for giving notices.\n<\/p>\n
\nperformance by the other party of any provision hereof shall not affect in any
\nway the full right to require such performance at any time thereafter, nor shall
\na waiver by either party of a breach of any provision hereof be taken or held to
\nbe a waiver of future performance under the provision itself.<\/p>\n
\nmatter of convenience only and in no way define, limit, or describe the scope of
\nthis Agreement or any provisions hereof.<\/p>\n
\nand understanding between the parties hereto as to the subject matter hereof.
\nThis Agreement may be amended only by a written instrument signed by both
\nparties hereto making specific reference to this Agreement and expressing the
\nplan or intention to modify it.<\/p>\n
\nout-of-pocket expenses incurred by Mr. Kraft, provided such expenses are
\napproved in advance by the Contact.<\/p>\n
\nand year first above set forth.<\/p>\n\n\n
\n \n \n<\/td>\n \n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n \n<\/td>\n \n \n \n \n<\/td>\n \n \n \n \n<\/td>\n \n<\/td>\n \n \n