PFAO AGREEMENT
Exhibit 10.1
This AGREEMENT dated as of November 18, 2024 (this “Agreement”), between Amesite, Inc. a Delaware corporation (the “Company”), and Xxxxx Xxxxxx (the “ Principal Financial and Accounting Officer” (PFAO)).
WHEREAS, the Board of Directors of the Company desires to engage PFAO to provide professional services, upon the terms and subject to the conditions hereinafter set forth; and
WHEREAS, the PFAO has agreed to provide such professional services, upon the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:
| 1. | Independent PFAO. The Company, through the action of its Board of Directors, hereby engages the PFAO, and the PFAO will serve the Company, as a PFAO. During the term of this Agreement, the PFAO will serve as the non-employee Principal Financial and Accounting Officer of the Company on a part-time basis. The Company confirms that the PFAO has been duly appointed as the PFAO of the Company effective as of December 15, 2024 and will remain as an executive officer of the Company during the term of this Agreement. |
| 2. | Duties, Term, and Compensation. The PFAO’s duties, term of engagement, compensation and provisions for payment thereof are detailed in the attached Exhibit A, which may be amended in writing from time to time by the PFAO and agreed to by the Company, and which collectively are hereby incorporated by reference. |
| 3. | Expenses. During the term of this Agreement, the PFAO shall invoice, and the Company shall reimburse the PFAO for all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder. |
| 4. | Confidentiality. The PFAO acknowledges that during the engagement she will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The PFAO agrees that she will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the PFAO or otherwise coming into her possession, shall remain the exclusive property of the Company. The PFAO shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the PFAO shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in her possession or under her control. |
| 5. | Conflicts of Interest; Non-hire Provision. The PFAO represents that she is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the PFAO and any third party. Further, the PFAO, in rendering her duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which she does not have a proprietary interest. During the term of this Agreement, the PFAO shall devote as much of her productive time, energy and abilities to the performance of her duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Company acknowledges that this Agreement only obligates the PFAO to serve a limited percent of her working time with the Company. The PFAO is expressly free to perform services for other parties while performing services for the Company. |
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| 6. | Indemnification and D&O Insurance: The Company agrees to defend, indemnify (including, without limitation, by providing for the advancement of expenses and reasonable attorneys’ fees) and hold harmless the PFAO for any and all acts taken or omitted to be taken by the PFAO hereunder (except for bad faith, gross negligence or willful misconduct) as if the PFAO was an officer of the Company as provided in the charter and bylaws of the Company in accordance with the same terms, conditions, limitations, standards, duties, rights and obligations as an officer. The provisions of this Section shall survive any termination of this Agreement. In addition, the Company shall maintain in effect liability insurance coverage for the PFAO with respect to her service under this Agreement, on the same terms and conditions as under the liability insurance policies of the Company for its Officers, in effect as of the date of this Agreement. |
| 7. | Merger. This Agreement will automatically terminate upon the merger or consolidation of the Company into or with any other entity. |
| 8. | Termination. Either party may terminate this Agreement at any time by thirty (30) days’ written notice by either party. |
| 9. | Independent PFAO. This Agreement shall not render the PFAO an employee, partner, agent of, or joint venturer with the Company for any purpose. The PFAO is and will remain an independent PFAO in her relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the PFAO’s compensation hereunder. The PFAO shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. |
| 10. | Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns. |
| 11. | Choice of Law. The laws of the state of New York shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto. |
| 12. | Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof. |
| 13. | Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. |
| 14. | Assignment. The PFAO shall not assign any of her rights under this Agreement, or delegate the performance of any of her duties hereunder, without the prior written consent of the Company. |
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| 15. | Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows: |
| If to the PFAO: | Xxxxx Xxxxxx, C.P.A. |
| [_________________] | |
| [_________________] | |
| If to the Company: | Amesite, Inc. |
| 000 Xxxxxx Xxxxxx | |
| Suite 700, PMB 214 | |
| Detroit, MI 48226 |
Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
| 16. | Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto. |
| 17. | Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. |
| 18. | Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect. |
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.
| Amesite, Inc. | Xxxxx Xxxxxx, C.P.A. |
| By: | /s/ Xxx Xxxxx Xxxxxx | By: | /s/ Xxxxx Xxxxxx | |
| Date: | November 20, 2024 | Date: | November 20, 2024 | |
| Its: |
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EXHIBIT A:
DUTIES, TERM, AND COMPENSATION
| DUTIES: | The PFAO will perform on a part time basis the duties typically required of a Principal Financial and Accounting Officer, including, but not limited to accounting oversight, overseeing the preparation of quarterly and annual financial statements to be filed with the SEC, overseeing equity holdings issued by the Company, overseeing the financial filings required on Forms 8-K, 10-Q and 10-K and such other filings as may be required and in coordination with Xxxxxx, Xxxxx & Company, L.L.P., Xxxxxxx’s independent public accountants with respect to quarterly reviews and annual audits. |
PFAO will report directly to the CEO and to any other party designated by the CEO in connection with the performance of the duties under this Agreement and shall fulfill any other duties reasonably requested by the Company and agreed to by the PFAO.
The PFAO will not be obligated to be a signatory over any bank, brokerage and/or other financial institution account and shall not be responsible for the custody of funds. Any access to any banking or financial institution will be strictly limited to a viewing capacity only and the Company will grant PFAO and/or PFAO’s designee, or designee of firms providing accounting services.
The PFAO’s work is strictly limited to the review of the payroll service reports as provided by Xxxxxxx’s payroll service. At no time shall the PFAO assume the responsibility for the management of its payroll services, nor shall the PFAO assume any responsibility for management’s responsibility for the payment of any payroll taxes and the Company, its officers and directors shall indemnify the PFAO for any failure by the Company to provide its payroll service or tax authority with sufficient funds to pay any and all payroll taxes.
| TERM: | This engagement shall commence upon execution of this Agreement and shall continue in full force and effect for a period of one (1) year. The Agreement may only be extended thereafter by mutual agreement, unless terminated earlier by operation of and in accordance with this Agreement. |
COMPENSATION:
As compensation for the services rendered pursuant to this Agreement, Company shall pay PFAO a fixed monthly fee of $4,000, upon signing this Agreement.
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