CONSULTING AGREEMENT
Exhibit 10.6
AGREEMENT, dated as of the 31 day of January, 2014, by and between ANGION BIOMEDICA CORP., a Delaware corporation (the “Company”), and ________________ (the “Consultant”).
WHEREAS, the Consultant has extensive knowledge and experience in the areas of renal diseases (collectively, the “Consultant’s Field of Expertise”);
WHEREAS, the Company desires to retain the Consultant to provide certain consulting and related services (the “Consulting Services”) to the Company in connection with the Consultant’s Field of Expertise with respect to the Company’s current and proposed activities, and the Consultant desires to render the Consulting Services to the Company, all subject to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows:
2. Position, Duties and Representations.
(a) advise and assist the Company in connection with the matters related to the Consultant’s Field of Expertise;
(b) participate in the preparation and the giving of presentations by the Company to and meetings by the Company with representatives of the pharmaceutical and biotechnology industries, regulatory agencies and academic institutions;
(c) serve on the Company’s Advisory Board; and
(d) such other assignments as mutually agreed upon by the Consultant and the President of the Company.
(a) The Consultant shall devote such time to performance of the Consulting Services as may be reasonably required to accomplish the assigned tasks within the time frames agreed upon by the Consultant and the Company.
(b) The Consulting Services may be performed telephonically or in person, as requested by the Company. The Consultant shall use his best efforts to attend the requested meetings or presentations.
(c) The Consultant shall not possess the authority to bind or commit the Company to, or assume, enter into, or act on behalf of the Company for, any obligation, agreement or act.
4. Non-Disclosure of Confidential Information; Non-Competition.
(a) “Confidential Information” means any confidential or proprietary information, technical data, trade secrets or know-how of the Company, including, but not limited to, research and product plans, products, services, customer lists, and customers, markets, developments, inventions, processes, formulas, technology, research and other activities of licensees and licensors, marketing, finances or other business information disclosed by the Company, either directly or indirectly, in writing, orally or otherwise, as well as any therapeutic or and other proposed uses arising from the Company’s technologies and all non-public information regarding the Company’s actual and proposed business plans and strategies learned by the Consultant. Confidential Information does not include information which (i) has become publicly known and made generally available other than as a result of the Consultant’s violation of this Agreement, (ii) is in the possession of the Consultant prior to his receipt of such
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information from the Company, or (iii) is or can be independently acquired or developed by the Consultant without violating any of his obligations under this Agreement.
(b) The Consultant will, to the extent permitted by applicable law, hold the Confidential Information in strict confidence and trust for the Company. The Consultant will not, during or subsequent to the Term of this Agreement, use the Company’s Confidential Information for any purpose whatsoever other than for the performance of services on behalf of the Company, or disclose the Confidential Information to any third party without the prior written consent of the Company. The Consultant further agrees to take all reasonable precautions to protect the Confidential Information and to prevent any unauthorized disclosure of such Confidential Information.
4.02. Ownership and Assignment; Return of Documents.
(a) The Consultant agrees that the Company shall be the sole and exclusive owner of all materials, concepts, inventions, works of authorship and Confidential Information the Consultant prepares, develops or makes (whether alone or jointly with others) in the performance of his Consulting Services hereunder and of all related rights (including patents, copyrights, trademarks and other intellectual property rights) (collectively, “Work Product”) and proceeds. The Work Product shall become part of the Confidential Information. The Company shall have the right to use the Work Product for any purpose without any additional compensation to the Consultant. The Consultant shall not make any Work Product available to any third party or use any Work Product for the benefit of himself or any third party without the prior written consent of the Company.
(b) The Consultant agrees to execute and deliver all necessary assignments, irrevocable powers of attorney and take all other actions reasonably requested by and at the expense of the Company to vest ownership of the Work Product in the Company and for the Company to obtain all applicable patent, copyright, trademark and other intellectual property protection in its name.
(c) Upon the expiration of his retention with the Company for any reason, the Consultant shall immediately deliver to the Company any and all Confidential Information, including Work Product, and all copies thereof, in his possession or under his control and all other non-public information regarding the Company’s business which is otherwise the property of the Company.
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circumstances warrant. No waiver of any one breach of the restrictions contained in this Section 4 shall be deemed a waiver of any future breach.
If to the Company:
Angion Biomedica Corp.
000 Xxxxx Xxxxxx,00xx Xxxxx
Xxxx Xxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, M.D.,
Fax: (000) 000-0000
If to Consultant:
_____________________
____________
_____________
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termination or attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by the party against whom the same is sought to be enforced.
8.05. Governing Law. All matters concerning the validity and interpretation of and performance under this Agreement shall be governed by the laws of the State of New York without regard to the conflicts of law principles thereof.
ANGION BIOMEDICA CORP. | ||
By: | ||
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