This Consulting Services Agreement involves
Title: COMPANY CONSULTING AGREEMENT
Governing Law: New York Date: 8/5/2016
Industry: Software and Programming Sector: Technology
COMPANY CONSULTING AGREEMENT
CONSULTING AGREEMENT effective as of August 4, 2016 between NEUROTROPE, INC., a Nevada corporation, having a mailing address at 50 Park Place, Suite 1401, Newark, New Jersey 07102 (the “Company”) and SM CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“Consultant”).
WHEREAS, the Company is engaged in the research, design and development, of proprietary technologies and pharmaceuticals for the diagnosis and treatment of Alzheimer’s Disease and licenses, owns and controls intellectual property relating thereto;
WHEREAS, Consultant is owned and controlled by Joshua Silverman;
WHEREAS, in view of Mr. Silverman’s financial and corporate governance expertise and experience in designing and executing complex, value-accretive transactions, the Company desires to retain Consultant to provide consulting services to the Company, all upon the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE , in consideration of the mutual premises, covenants and agreements set forth below and intending to be legally bound, the parties hereto agree as follows:
1. Retention of Consultant; Term . (a) The Company hereby agrees to retain the Consultant, and the Consultant hereby agrees to serve, as an independent consultant to the Company, in accordance with the terms and provisions of this Agreement, during the Consulting Term. The Consulting Term shall initially be set at one- year from the date of this Agreement, and thereafter, will be automatically renewed from year to year on August 4th of each year, without any further action by the parties, unless either the Company or Consultant notifies the other party in writing at least thirty (30) days prior to the expiration of the Consulting Term then in effect that it does not desire to renew this Agreement
(b) The Company may terminate the Consulting Term for “Cause”, upon thirty (30) days written notice describing the circumstances thereof in reasonable detail (during which time Consultant shall have the opportunity to explain the situation and correct any misunderstandings). As used herein, the term “Cause” shall mean: (i) any material breach of this Agreement by the Consultant; (ii) any willful or gross neglect by the Consultant of his duties and responsibilities hereunder; (iii) any fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence or willful misconduct by the Consultant in connection with the performance of his duties and responsibilities hereunder; (iv) the commission by the Consultant of any (A) felony or (B) crime or act of moral turpitude; (v) any action by the Consultant that may materially impair or damage the reputation of the Company; (vi) insubordinate disregard of any lawful direction given to the Consultant by the Board; or (viii) failure or refusal to comply with the Company’s lawful policies and procedures.
(c) Consultant may terminate the Consulting Term for “Good Reason”. For purposes of this Agreement, “Good Reason” shall mean that the Company has failed to pay Consultant any compensation or reimbursements due to Consultant under Sections 3 or 4 of this Agreement, or the Company has breached any of its representations, warranties or covenants under this Agreement, or the Company or its management has engaged in willful and intentional acts of fraud or illegal activity involving the Company, and any such failure, breach or default continues uncured after ten (10) days written notice from Consultant to the Company describing the circumstances thereof in reasonable detail (during which time the Company shall have the opportunity to explain the situation and correct any misunderstandings).
2. Consulting Services of Consultant .
(a) Consultant shall make available Mr. Silverman to provide consulting services for the Company, on a part-time basis, although there is no minimum time commitment. The consulting services to be performed by Consultant as an independent consultant to the Company during the Consulting Term shall include, but not be limited to, providing business development, financial communications and management transition services.
(b) Mr. Silverman may provide services either from his own home or offices, or via telephone or video conference calls, emails, text, or other methods of communication. Mr. Silverman will render services from New York except upon Company approved and reimbursed travel to the Company’s facilities. Consulting services which shall count towards Mr. Silverman’s obligations shall include time spent at meetings, presentations and calls and on research and analysis relating to the Company, regardless of location, as well as travel time, whether out of town or locally. Mr. Silverman may schedule services to the Company, at their mutual convenience, and the Company recognizes that there may be weeks when Mr. Silverman is traveling on vacation or other business and work for the Company will be rescheduled for other times.
(c) Mr. Silverman shall maintain any such information provided to him regarding the Company which is non-public and proprietary in confidence and shall not use, disclose or transfer such information for purposes competitive or adverse to the Company. However, the Company acknowledges that Mr. Silverman’s services with respect to the Company include attending and participating in meetings, calls and communications and providing information regarding the Company in presentations and negotiations, with professional advisors, investors, lenders, underwriters, customers, joint venturers, licensees, consultants, contractors and other counterparties of the Company, and any of such Mr. Silverman’s activities on behalf of the Company shall be permissible. Further, Consultant shall be entitled to disclose such Company information in response to court orders, subpoenas and other legal process, after notifying the Company of such requests so the Company has the opportunity to challenge or limit such request.
3. Consulting Fees . (b) As compensation for the services to be rendered by Consultant pursuant to this Agreement during the Consulting Term, the Company agrees to pay to Consultant a monthly fee of Ten Thousand Dollars ($10,000), to be wire transferred to Consultant’s account on or before the first day of each calendar month (with the first such payment to be made within two (2) business days of the execution of this Agreement).
(b) Since the Consultant is an independent contractor of the Company and not an employee, there will be no withholding for taxes from any payments due to Consultant under this Agreement.
4. Reimbursement of Expenses .
(a) Consultant shall be reimbursed for all pre-approved travel in connection with the Consultant’s services to the Company, including without limitation, any travel to the Company’s facilities.
(b) Consultant shall also be reimbursed, upon submission to the Company of appropriate vouchers and receipts, for all other out-of-pocket expenses reasonably incurred by Consultant in furtherance of the Company’s business.
(c) Such reimbursements shall be paid promptly after the required submissions, and in no event less frequently than monthly.
(d) The Company agrees to reimburse Consultant’s out-of-pocket legal and advisory fees in connection with Consultant’s recent proposed consent solicitation with respect to the Company, including, but not limited to, expenses incurred in connection with this Agreement, which reimbursement shall not exceed $50,000.
5. Survival of Payment Obligations After any Termination .
In the event of any termination or expiration of the Consulting Term or this Agreement, the Company shall remain obligated and shall pay to Consultant, within ten (10) business days of the termination or expiration date, (i) all unpaid monthly compensation through the termination date