ADVISOR AGREEMENT
Effective 28 April 2024, PARTY_1_NAME with domiciled address at PARTY_1_ADDRESS_SINGLE_LINE (the “Advisor”) and PARTY_2_NAME, a JURISDICTION_COUNTRY corporation (the “Company”), agree as follows:
1. Services and Consideration.
Advisor will consult and work with and advise the Company from time to time on matters relating to the Company’s actual or potential business, technology and products (the “Services”). As the only consideration due Advisor for Services, Advisor shall receive options to purchase NUMBER_OF_SHARES shares of Company common stock, as currently constituted; such options: shall be for Advisor’s own account and not for further distribution; shall be subject to approval and pricing by Company’s Board of Directors; the options shall vest in equal monthly instalments, in each case for so long as this Advisor Agreement remains in effect; shall be subject to any other terms of any share option plan of the Company and the applicable form of share option agreement (to be executed by Advisor). In addition, if the Company is subject to a Change in Control (as defined below), all of the options shall immediately vest. “Change in Control” means (a) the consummation of a merger or consolidation of the Company with or into another entity, (b) a sale or licensing to a third party of all or substantially all of the Company’s assets, or (c) the dissolution, liquidation or winding up of the Company. The foregoing notwithstanding, (x) a merger or consolidation of the Company does not constitute a “Change in Control” if immediately after the merger or consolidation a majority of the voting power of the capital stock of the continuing or surviving entity, or any direct or indirect parent corporation of the continuing or surviving entity, will be owned by the persons who were the Company’s stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of the voting power of the Company’s capital stock immediately prior to the merger or consolidation and (y) a sale of shares of a bona fide equity financing shall not be deemed to be a “Change in Control.”
2. Ownership.
Company shall own all right, title and interest (including patent rights, patent applications, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights, marketing plans and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas, computer programmes, prototypes and information made or conceived or reduced to practice, in whole or in part, by Advisor that arise out of or in connection with the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) since Advisor began providing advisory services to Company. Advisor will promptly disclose and provide all Inventions to Company. Advisor agrees to make and hereby makes all assignments necessary to accomplish the foregoing. Advisor shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. As reasonably requested by the Company, Advisor shall take all steps reasonably necessary to assist the Company in obtaining and enforcing in its own name any Invention. The Advisor acknowledges that nothing herein will constitute or be construed as granting any rights to the Advisor, by license or otherwise, in or to any Proprietary Information (as defined below). The Advisor undertakes not to attempt any reverse engineering or analysis or samples on the basis of the Inventions received from the Company.
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