CONSULTING AGREEMENT
Exhibit 10.61
This Consulting Agreement (this “Agreement”), dated as of December 22, 2023, is made by and between Alaunos Therapeutics, Inc. (the “Company”) and Xxxxx X. Xxxxx Xx. (“Consultant”).
W I T N E S S E T H :
WHEREAS, the Company desires to engage Consultant to provide services pursuant to the terms and conditions contained in this Agreement; and
WHEREAS, Consultant desires to accept such engagement pursuant to the terms and conditions contained in this Agreement;
NOW, THEREFORE, in consideration of the premises, and of the mutual covenants and agreements hereinafter contained, the parties agree as follows:
(a) Service Fee. As sole compensation for the performance of the Services, the Company will pay to Consultant the amount(s) and on the schedule specified in Exhibit B hereto.
(b) No Withholdings. Consultant acknowledges that the Company does not intend to make withholdings from any payments hereunder. Consultant will have the exclusive
responsibility for paying any taxes (including income taxes, social security contributions, and similar obligations) on such payments. At the appropriate time, the Company will provide Consultant with a Form 1099 for Consultant’s tax purposes.
(c) No Benefits. The Company will not provide Consultant with any benefits except as provided in this Agreement, nor will Consultant be entitled to participate in any benefit plan or arrangement of the Company or any affiliated entity of the Company, including without limitation any vacation benefit or insurance arrangement (the “Company Benefit Plans”).
if to the Company:
0000 Xxxxxxxxx, Xxxxx 000
Houston TX 77054
Attention: Legal Team
Email: xxxxxxxxx@xxxxxxx.xxx;
if to Consultant:
Xxxxx X. Xxxxx, Xx.
or to such other address as either party will have furnished to the other in writing in accordance with this Section 7, except that such notice of change of address shall be effective only upon receipt.
2
(a) In the event that any of the provisions of this Agreement, or the application of any such provisions to Consultant or the Company with respect to obligations hereunder, is held to be unlawful or unenforceable by any court, then the remaining portions of this Agreement shall remain in full force and effect and shall not be invalidated or impaired in any manner.
(b) No waiver by any party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of any other term or covenant contained in this Agreement.
(c) This Agreement (including all Exhibits hereto) contains the entire agreement between Consultant and the Company with respect to the subject matter of this Agreement
3
(including all Exhibits hereto), and supersedes any and all prior agreements and understandings, whether verbal or written, between Consultant and the Company with respect to the subject matter of this Agreement (including all Exhibits hereto). This Agreement may be amended only by an agreement in writing signed by Consultant and the Company.
(d) This Agreement may not be assigned by Consultant or the Company without the other party’s consent, and any such attempted assignment shall be void and of no effect.
(e) The terms and language of this Agreement are the result of arm’s length negotiations between the parties. Consequently, there shall be no presumption that any ambiguity in this Agreement should be resolved in favor of one party and against another. Any controversy concerning the construction of this Agreement shall be decided neutrally without regard to authorship.
(f) The titles and headings of sections and subsections contained in this Agreement are included solely for convenience of reference and will not control the meaning or interpretation of any of the provisions of this Agreement.
(g) This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one agreement. Each party may execute this Agreement in Adobe Portable Document Format or in a similar format (“PDF”) sent by electronic mail. In addition, PDF signatures of authorized signatories of any party will be deemed to be original signatures and will be valid and binding, and delivery of a PDF signature by any party will constitute due execution and delivery of this Agreement.
(h) This Agreement shall be governed by, and construed in accordance with, the laws of Texas, without giving effect to its conflict of laws principles.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above.
ALAUNOS THERAPEUTICS, INC. CONSULTANT
By: _/s/ Xxxxxxx Xxxx__________ __/s/ Xxxxx X. Xxxxx Xx._____
Name: Xxxxxxx Xxxx Name: Xxxxx X. Xxxxx Xx.
Title: Vice President, Finance
4
EXHIBIT A
Description of Services
The Consultant, in their capacity as a former CEO, will provide the following Services:
(a) Strategic Advisory: The Consultant will provide strategic advice and insights based on their experience and knowledge of the Company’s operations, industry trends, and competitive landscape.
(b) Other Services: The Consultant will perform other services as mutually agreed upon between the Company and the Consultant from time to time.
The Consultant agrees to provide the Services in a professional and diligent manner, consistent with industry standards and in compliance with the Company’s policies and procedures. The Consultant may not subcontract or otherwise delegate their obligations under this Agreement without the Company’s prior written consent. While providing the Services, the Consultant will not have specified hours but will be required to make themselves reasonably available.
5
EXHIBIT B
Service Fee
(a) Service Fee: $15,000.00 per month paid in U.S. dollars by the Company to Consultant for the entire Term of this Agreement, unless otherwise agreed by the Company and Consultant in writing, payable at the beginning of each month with no invoice required from Consultant.
(b) Expenses: The Company will reimburse Consultant for any usual and customary business expenses as may be reasonably required to provide the services to the Company for the term of this Agreement (e.g. office supplies, travel time and mileage).
6