Consulting Agreement
Exhibit 10.2
This Consulting Agreement (the “Agreement”) is made and entered into as of December 4, 2024 (the “Effective Date”), by and between OpGen, Inc., a Delaware corporation (the “Company”), and Xxxxxxx Xxx Rou Xxx as the Company Secretary (the “COSEC”). The Company and COSEC may be referred to herein individually as “Party” or collectively, as “Parties.”
Whereas, the Company appointed COSEC to serve as the Company’s Company Secretary; and
Whereas, in consideration of the compensation to be paid by the Company to the COSEC, the Parties now desire to enter into this Agreement to reflect, among other things, the agreement by the COSEC to provide the services to the Company on the terms and subject to the conditions set forth herein.
Now, Therefore, in consideration of the mutual covenants contained herein, the Parties hereto, intending to be legally bound, hereby agree as follows:
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(a) The COSEC understands that during the Term, the COSEC may have access to unpublished and otherwise confidential information both of a technical and non-technical nature, relating to the business of the Company or any of its parents, subsidiaries, divisions, affiliates (collectively, “Affiliated Entities”), or clients, including without limitation any of their actual or anticipated business, research or development, any of their technology or the implementation or exploitation thereof, including without limitation information the COSEC and others have collected, obtained or created, information pertaining to clients, accounts, vendors, prices, costs, materials, processes, codes, material results, technology, system designs, system specifications, materials of construction, trade secrets or equipment designs, including information disclosed to the Company or any of its Affiliated Entities by others under agreements to hold such information confidential (collectively, the “Confidential Information”). The COSEC agrees to observe all policies and procedures of the Company and its Affiliated Entities concerning such Confidential Information. The COSEC further agrees not to disclose or use, either during the Term or at any time thereafter, any Confidential Information for any purpose, including without limitation any competitive purpose, unless authorized to do so by the Company in writing, except that the COSEC may disclose and use such information in the good faith performance of the COSEC’s duties for the Company. The COSEC’s obligations under this Agreement will continue with respect to Confidential Information, whether or not this Agreement is terminated, until such information becomes generally available from public sources through no fault of the COSEC or any representative of the COSEC. Notwithstanding the foregoing, however, the COSEC shall be permitted to disclose Confidential Information as may be required by a subpoena or other governmental order, provided that the COSEC first notifies the Company of such subpoena, order or other requirement and such that the Company has the opportunity to obtain a protective order or other appropriate remedy.
(b) During the Term, upon the Company’s request, or upon the termination of this Agreement for any reason, the COSEC will promptly deliver to the Company all documents, records, files, notebooks, manuals, letters, notes, reports, client information and lists, cost and profit data, e-mail, apparatus, laptops, computers, smartphones, tablets or other PDAs, hardware, software, drawings, blueprints, and any other material of the Company or any of its Affiliated Entities or clients, including all materials pertaining to Confidential Information developed by the COSEC or others, and all copies of such materials, whether of a technical, business or fiscal nature, whether on the hard drive of a laptop or desktop computer, in hard copy, disk or any other format, which are in the COSEC’s possession, custody or control.
6. Nature of Agreement. This Agreement is personal to COSEC, and COSEC is not authorized to delegate any of the services to any subcontractors without the Company’s prior written consent.
(a) This Agreement, along with COSEC’s obligations hereunder, shall commence on the Effective Date and continue for a period of one (1) year thereafter (“Term”), unless terminated earlier as provided below. At the end of the Term, the Agreement shall be automatically renewed for additional periods unless the Company provides at least thirty (30) days written notice of termination, at its sole discretion.
(b) The Company may terminate the Agreement at any time by giving no less than five (5) days’ prior written notice to the COSEC.
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(c) Sections 3 through 15 shall survive any termination or expiration of this Agreement. Upon termination, COSEC shall promptly deliver to Company all documents and other materials of any nature pertaining to the performance of its obligations hereunder.
9. Governing Law; Venue. This Agreement shall be governed by, and construed according to the laws of the State of Delaware, without regards to conflicts of laws rules. The COSEC hereby expressly consents to the personal jurisdiction and venue of the state and federal courts located in the State of Delaware for any lawsuit filed there against the COSEC by Company arising out or related to this Agreement.
[Remainder of Page Intentionally Left Blank]
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In Witness Whereof, the Parties hereto have executed this Agreement as of the date first written above.
COMPANY: | ||
OPGEN, INC. | ||
By: | /s/ Xxxx Xxx Xxxxxxx | |
Name: | Xxxx Xxx Xxxxxxx | |
Title: | Chairman & CEO | |
Address: | 00000 Xxxxxxxxxx Xxxx, Xxxxx 000. | |
Clarksburg, MD 20871 USA | ||
COMPANY SECRETARY: | ||
/s/ Xxxxxxx Xxx Rou Xxx | ||
Name: Xxxxxxx Xxx Rou Xxx | ||
Address: | [***] |
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