This Consulting
Agreement is made as of the date of execution by the last party to
sign between Eidetica Biopharma GmBH, a Swiss company whose
registered address is Landis & Gyr Strasse 3, CH-6300 Zug (
Eidetica ), and Hans Peter Hasler, whose address is
Küssnacht, SZ, Switzerland (the Consultant
).
1.
Appointment of Consultant .
Eidetica hereby
retains the Consultant to provide services to Eidetica as described
in Appendix A (the “ Services ”).
The Consultant agrees to provide the Services to Eidetica to the
best of the Consultant’s abilities.
In
consideration for the Services and of the rights granted to
Eidetica by the Consultant hereunder, Eidetica shall make payments
to the Consultant in the amounts and at the times set forth in
Appendix A.
3. No
Conflicting Obligations — Disclosure —
Non-solicitation .
3.1 The
Consultant confirms that he has the authority to execute this
agreement in his own name and that he is not subject to any
obligation or commitment that is inconsistent with this Agreement.
The Consultant represents to Eidetica that his signature and his
performance of this Agreement do not and will not conflict with any
other employment or any other agreement to which the Consultant is
a party.
3.2 The
Consultant warrants that, for the term of this Agreement and any
extension thereof agreed by both parties, he shall remain free from
any commitments that would impede the completion of his obligations
hereunder. Furthermore, the Consultant shall notify Eidetica of any
consulting agreements he has or enters into with third parties that
relate in any way to the Services.
3.3 For the
duration of the Agreement and for six months thereafter the
Consultant undertakes not to employ or solicit for employment any
employee or consultant of Eidetica for a business operated or
represented by the Consultant, without the prior written approval
of the Board of Eidetica.
4.
Time Commitment. The Consultant agrees to dedicate appropriate
and sufficient resources to diligently prepare and perform the
Services set forth in Appendix A. In connection therewith, the
Consultant shall make himself available to Eidetica from time to
time at such locations as may be designated by Eidetica and perform
the Services in accordance with the instructions of Eidetica and to
the best of the Consultant’s abilities and in accordance with
all applicable laws, regulations and professional standards. The
parties agree that, prior to the commencement of employment of a
new Chief Executive Officer, the Consultant would be available to
provide the Services to Eidetica on a 40% full-time equivalent
basis (an annual vacation entitlement of 12 working days is assumed
in the annual fee), working on as many days or partial days as
Eidetica reasonably deems necessary to secure adequate provision of
the Services in accordance with the provisions of Appendix A.
The Consultant must give adequate
notice to his
Eidetica board contact of his intention of to take vacation.
Following appointment of a new chief executive officer, to succeed
Dan Koerwer, the time commitment of the Consultant shall be
reviewed and agreed by the Parties.
5.
Intellectual Property and Other Property.
The Consultant agrees to make
available to Eidetica and Eidetica shall own and be free to use all
intellectual property created, invented or conceived of by the
Consultant in the performance of the Services (collectively, the
“ Intellectual Property ”). Consultant
shall execute and deliver to Eidetica any assignments or other
documents relating to the Intellectual Property as Eidetica may
request. Nothing herein shall be deemed to grant the Consultant any
rights or licenses under any patent applications or patents or any
know-how, technology or inventions of Eidetica.
6.
Confidentiality . During the course of the performance of the
Services, the Consultant will have access to and may receive or
create ideas, know-how, trade secrets, information, data,
processes, substances and the like of Eidetica (the
Information ).
The Consultant
shall keep confidential the Information and shall limit access to
the Information to those persons who require it for the performance
o
|
