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Thar Pharmaceuticals, Inc. Advising Agreement

Consulting Services Agreement

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THAR PHARMACEUTICALS INC | THAR PHARMACEUTICALS, INC

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Title: THAR PHARMACEUTICALS, INC. ADVISING AGREEMENT
Date: 8/19/2016

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Exhibit 10.14

THAR PHARMACEUTICALS, INC.

ADVISING AGREEMENT

BY THIS AGREEMENT, made between Philip N. Sussman (hereinafter “Advisor”) and THAR PHARMACEUTICALS, INC., a Delaware corporation (hereinafter the “Company”), Advisor and the Company confirm their mutual understanding that (a) the advisory and consulting activities to be performed by the Advisor as described in this Agreement may involve the use by the Advisor of Company of confidential information that is proprietary to the Company. Such information may include research, development and design of products, methods, processes, uses, compositions of matter, concepts, designs, drawings, software code, data, memoranda, correspondence, flow charts, manuals, production techniques, specifications, or other intellectual property or its physical embodiments (such information, in whatever form embodied, is hereinafter referred to the “Confidential Material”); (b) the Confidential Material is confidential and solely the property of the Company; (c) the Advisor shall not appropriate the Confidential Material for Advisor’s own use or benefit or disclose the Confidential Material to third parties without prior approval from the Company; and (d) the product of the work performed by Advisor for the Company shall belong to the Company, provided, however, that all obligations of this paragraph are subject to Section 1.2 of this Agreement.

In light of these principles and in consideration of the Company contemporaneously engaging the services of Advisor, the Company and Advisor agree as follows:

I. ADVISING ARRANGEMENT

 

1.1

The Company shall engage Advisor as an advisor and consultant. Advisor shall devote such of Advisor’s professional energies, interests, abilities, and time as are necessary to the performance of work requested by the Company from time to time and agreed to by Advisor.

 

1.2

Advisor agrees to keep records relating to the performance of Services hereunder as the Company may reasonably request provided that such request is made prior to the performance of such Services. Advisor further agrees that he will at any time during the term of this Agreement, at the Company’s request, and in any event at the termination of this Agreement (regardless of the reason), provide to the Company or destroy any and all memoranda, books, papers, letters, notebooks, reports, and any and all data and information, together with any copies of abstracts thereof, resulting from the performance of Services hereunder, or, as may have been provided by Company to Advisor. Notwithstanding the above, (a) the Advisor may keep copies of such materials for archival purposes, and (b) the Advisor may make copies of, keep, use, disclose, and authorize or permit the disclosure for his benefit or for the benefit of any third party, information about third parties and records of interaction (including without restriction copies of electronic databases) with such third parties that are obtained or developed through his activities as an advisor and consultant to the Company.

 

1.3

This Agreement may be terminated by either party hereto upon one party providing to the other party three month’s written notice, provided, however, that the provisions of Articles II, III and IV shall survive the termination hereof.

 

1.4

The Company shall request work of the Advisor and describe the compensation for such work under this Agreement though a written work order (“Work Order”). Upon acceptance by the Advisor in writing of such Work Oder, it shall be incorporated into this Agreement as Exhibit A, or an amendment thereto.

 

1.5

In exchange for the services to be rendered by Advisor hereunder, the Company shall compensate and make payment to the Advisor as per Exhibit A. Unless otherwise specified in Exhibit A, Advisor shall invoice Company for his fees and out-of-pocket expenses on a monthly basis.


II INDEPENDENT CONTRACTOR

 

2.1

Advisor is retained by the Company only for the purposes and to the extent set forth in this Agreement and the relationship of the Advisor shall, during the period or periods of the rendition of Services hereunder, be that of an independent contractor.

 

2.2

Advisor shall not be considered under the provisions of this Agreement or otherwise as having any employee status or as being entitled to participate in any Company employment-related right, benefit, or plan provided to Company’s regular employees. Company shall not withhold from any fee or other payments made to Advisor any deductions for income taxes, employment taxes or other items, nor make any premium payments or contributions for any worker’s compensation or unemployment compensation for the benefit of Advisor.

III. NON-DISCLOSURE OF INFORMATION

 

3.1

Subject to Section 1.2, Advisor recognizes that the Confidential Material (as defined on the first page and this Section III. hereof) is confidential and solely the property of the Company.

 

3.2

Subject to Section 1.2, Advisor shall surrender to the Company at any time upon request, and in any event upon termination of Advisor’s engagement with the Company, all Confidential Material in Advisor’s possession or control.

 

3.3

Subject to Section 1.2, Advisor shall refrain during the term of Advisor’s engagement and thereafter for two years (except as properly required in the performance of Advisor’s duties for the Company or as authorized in writing by the Company) (a) from using any Confidential Material for Advisor’s own benefit; (b) from using any Confidential Material for the benefit of any other person, firm, corporation or other entity; (c) from disclosing any Confidential Material to any person, firm, corporation or other entity; and (d) from authorizing or permitting such disclosure of Confidential Material.

 

3.4

The term “Confidential Material” shall not include any data or information which (a) becomes generally available to the public other than as a result of a disclosure by the Advisor in breach of this Agreement; (b) was available to the Advisor prior to its disclosure to the Advisor by the Company; or (c) becomes available to the Advisor from a source other than the Company, provided that such source was not known to the Advisor to be bound by an obligation of confidentiality to the Company. If the Advisor is required under a judicial or governmental order to disclose any Confidential Material, then the Advisor may disclose the Confidential Material provided that the Advisor gives the Company sufficient prior notice to contest such order.

IV. OWNERSHIP OF INVENTIONS

 

4.1

Subject to Section 1.2, any invention, discovery, product, process, trade secret, program, data base, data file, trademark, or other development whether copyright able, patentable or otherwise protectable, and whether or not reduced to writing or to practice, conceived by Advisor, alone or with others, during the term of Advisor’s engagement with the Company (whether prior or subsequent to the execution of this Agreement), and whether or not during working hours,

(a) which is within the scope of Projects which Advisor was assigned or became involved during the term of Advisor’s engagement with the Company whether prior or subsequent to the execution of this Agreement or is related to the research, development and design of products, methods, processes, uses and but not limited to compositions of matter, drawings, illustrations, software code, data, memoranda, correspondence, flow charts, manuals, production techniques, or similar technologies (“Business”); or

(b) which is in any way the result of Advisor having used the Company’s resources, including but not limited to Confidential Material, laboratory equipment, personnel, computers, communications facilities, software programs, information, data bases, office facilities, and process designs;

 

2


shall be the Company’s sole and exclusive property ( the “Property”). Advisor shall disclose promptly and does hereby assign to the Company all of Advisor’s right, title, and interest to any and all such Property and all intellectual property rights related to the Property including but not limited to patents, copyrights, or trademark rights to the Property. Upon the Company’s request at any time and from time to time, including any time after termination of Advisor’s engagement, Advisor shall execute and assign to the Company applications to domestic and foreign governmental agencies for copyrights and letters patent covering such Property, and Advisor shall execute and deliver to the Company such other instruments as the Company deems necessary to vest in the Company the sole ownership of the copyrights, patents, or other proprietary rights relating thereto. The costs of signing or filing any documents related to protection of the Property shall be paid for by the Company.

 

4.2

Without limiting the generality of the foregoing, during and for a period


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