SENIOR ADVISOR AGREEMENT
Exhibit 10.22
This Senior Advisor Agreement (this “Agreement”) is made and entered into as of September 3, 2024 by and between Nutanix, Inc, a Delaware corporation with its principal place of business at 0000 Xxxxxxxxxx Xxxxx, Xxx Xxxx XX 00000 (hereinafter referred to as the “Company”) and Xxxxx Xxxxxxxx (hereinafter referred to as the “Advisor”) (collectively referred to herein as the “Parties”).
WHEREAS, the Advisor has been employed as the Company’s Chief Operating Officer;
WHEREAS, the Advisor has submitted a resignation letter to the Company stating his intention to conclude his employment with the Company as of October 31, 2024 (“Separation Date”);
WHEREAS, the Company desires to retain the services of the Advisor after the Advisor’s Separation Date (which shall constitute a break in service) to provide advisory services to the Company; and
WHEREAS, the Advisor agrees to provide such services to the Company on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Parties agree as follows:
1. Engagement of Services
2. Term
The term of this Agreement shall commence on the Effective Date and shall continue until December 31, 2024, unless extended or earlier terminated in accordance with the provisions of this Agreement (the “Term”).
3. Compensation
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4. Independent Contractor. During the Term, the Advisor shall act as an independent contractor and not as an employee, agent, or representative of the Company. The Company will not make deductions from payments made to the Advisor for employment or income taxes, all of which will be the Advisor’s responsibility. The Advisor agrees to indemnify and hold the Company harmless from any liability for, or assessment of, any such taxes imposed on the Company by relevant taxing authorities. The Advisor will have no authority to enter into contracts that bind the Company or any of its subsidiaries or create obligations on the part of the Company or any of its subsidiaries without the prior written authorization of the Company.
5. Confidentiality and Company Policies. The Advisor agrees to execute and comply with the Company’s Confidential Information and Invention Assignment Agreement (“CIIAA”), a copy of which is attached hereto as Exhibit A. The Advisor further agrees to perform services hereunder in compliance with Company’s policies, including the Company’s Code of Business Conduct and Ethics and Xxxxxxx Xxxxxxx Policy.
6. Termination. Prior to completion of the Term, this Agreement may be terminated by either Party upon 30 days’ written notice to the other party. In the event of termination, the Company shall pay the Advisor for services rendered and expenses incurred up to the date of termination.
8. Non-Compete and Non-Solicitation. The Advisor agrees not to engage in any business or activities that directly compete and/or conflict with the Company’s actual or potential business interests during the Term. The Advisor further agrees not to solicit any employees, customers, or clients of the Company during the Term.
9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
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10. No Rights Granted. Nothing in this Agreement shall be construed as granting any rights under any patent, trademark, copyright or other intellectual property right of the Company, nor shall this Agreement grant the Advisor any rights in or to the Company’s confidential information (as defined in the CIIAA), except the limited right to use the confidential information in connection with the Services.
11. Miscellaneous.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Chief Legal Officer
Xxxxx Xxxxxxxx
Signature: /s/ Xxxxx Xxxxxxxx
Date: 9/3/2024
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