FINANCIAL CONSULTING CONTRACT
This Agreement is made this 22 - 12 - 2023, by and between
Finvest, a corporation organized and existing
under the laws of the , and ,
WHEREAS, the Company desires that the Consultant provide advice and assistance to the
Company in his or her area of expertise; and
WHEREAS, the Consultant desires to provide such advice and assistance to the Company under
the terms and conditions of this Agreement;
NOW, THEREFORE, the Company and the Consultant hereby agree as follows:
1. Consulting Services
(a) Subject to the terms and conditions of this Agreement, the Company hereby retains
Consultant as a consultant and technical advisor to perform the consulting services specifically
set out in Exhibit A attached to this Agreement and made a part hereof (hereafter referred to as
the “Services”), as said Exhibit may be amended in writing from time to time, and Consultant
agrees, subject to the terms and conditions of this Agreement, render such Services during the
term of this Agreement. Such services shall be limited to the area of expertise described in
Exhibit A (the “Field”), as amended in writing from time to time. Consultant shall render
services hereunder at such times and places as shall be mutually agreed by Company and
Consultant. Consultant’s commitment hereunder shall not exceed 90 days.
(b) It is understood that the purpose of the Consulting is to provide periodic review and advice
relevant to certain Company matters, and that neither Consultant nor Company will benefit if
Consultant provides inaccurate advice or commentary based on insufficient information. To that
end, Company shall provide Consultant, in advance of meetings, with accurate, unbiased and
sufficient information for him to review the subject matter thereof, and shall promptly provide
further information that Consultant reasonably deems relevant to forming any pertinent
conclusions relevant to the matter for discussion. It is expressly understood that Consultant has
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no fiduciary obligation to Company, but instead a contractual one described by the terms of this
Agreement; that Consultant’s role is to provide independent advice uninfluenced by commercial
concerns; and that service as a Consultant does not require him to be an advocate for Company
or its products in any forum, public or private. Company expressly agrees that under no
circumstances will this role be compromised or inaccurately represented.
2. Compensation and reimbursement.
In consideration of the services to be provided by Consultant to the Company hereunder, the
Company shall pay to Consultant Rs. . In addition, the Company shall reimburse
Consultant for reasonable travel and other expenses Consultant incurs in connection with
performing the Services. To obtain reimbursement, Consultant shall submit to the President of
the Company, or his or her designee, an invoice describing services rendered and expenses
incurred under this Agreement. Company shall provide any documentation requirements and
any travel policy restrictions to consultant in writing in advance, or be foreclosed from relying on
such requirements and restrictions to deny reimbursement. The Company shall pay to
Consultant invoiced amounts within thirty (30) days after the date of invoice. Company will
accommodate Consultant’s request to arrange, at Company’s expense, for all of Consultant’s
travel and accommodations in connection with such meetings if they occur outside the Boston
metropolitan area.
3. Independent contractor status.
The parties agree that this Agreement creates an independent contractor relationship, not an
employment relationship. The Consultant acknowledges and agrees that the Company will not
provide the Consultant with any employee benefits, including without limitation any employee
stock purchase plan, social security, unemployment, medical, or pension payments, and that
income tax withholding is Consultant’s responsibility. In addition, the parties acknowledge that
neither party has, or shall be deemed to have, the authority to bind the other party.
4. Indemnification
Notwithstanding any other term of this Agreement, Company shall indemnify, defend and hold
harmless Consultant, and HMS, its corporate affiliates, current or future directors, trustees,
officers, faculty, medical and professional staff, employees, students and agents and their
respective successors, heirs and assigns (the “Indemnitees”), against any claim, liability, cost,
damage, deficiency, loss, expense or obligation of any kind or nature (including without
limitation reasonable attorneys’ fees and other costs and expenses of litigation) incurred by or
imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions,
demands or judgments arising out of this Agreement (including, but not limited to, actions in the
form of tort, warranty, or strict liability).
5. Intellectual Property
(a) Consultant and HMS understand and acknowledge that Company will be providing access to
proprietary and valuable information that Consultant might otherwise not receive. In addition,
those parties also understand that should Consultant, in the course of providing Services, invent
or participate in inventing modifications or improvements to Company technology, Company
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reasonably seeks to secure such improvements for its own use and practice. At the same time,
Company understands and acknowledges that Consultant has pre-existing and on-going
obligations to HMS and the sponsors of research at HMS (including obligations under grants,
contracts, collaborative agreements, and a “participation agreement” assigning to HMS all
inventions within the scope of certain policies). These obligations include a duty on the part of
Consultant to disclose and assign to HMS any inventions or other proprietary rights arising
during the course of such employment and any overlapping consulting arrangements (including
this Agreement), and an obligation to ensure that any consulting agreement he enters into is not
in conflict with the HMS Policy on Inventions and Intellectual Property or in conflict with other
HMS commitments, such as Consultant’s obligation to publish research results.
(b) In order to enter into this Agreement with Consultant, Company therefore further
acknowledges and agrees that in the event that any conflict should arise between the duties set
forth in this Agreement and Consultant’s obligations to HMS or sponsors of research at HMS,
Consultant shall necessarily notify HMS immediately, and that Consultant’s obligations to HMS
and sponsors of research at HMS shall take precedence over the terms of this Agreement.
(c) However, the parties agree that it is mutually beneficial that Consultant be able to participate
fully in providing Services, as stated herein, without being obligated to constrain her or his
comments or contributions based upon the complexities of applying these conflicting obligations
to intellectual property ownership. Therefore, in order to reconcile these obligations, and
promote Consultant’s participation, during the term of this Agreement Consultant shall promptly
report and simultaneously disclose to HMS and to the President of Company, or his or her
designee, all inventions, improvements, modifications, discoveries, methods and developments,
whether patentable or not, made or conceived by Consultant, or by employees or agents of
Company under Consultant’s direction, during the performance of this Agreement that result
directly from Confidential Information provided by Company pursuant to this Agreement and
either embody Company technology or are reduced to practice as a modification or improvement
to Company technology (hereby designated “Inventions”). Ownership of such Inventions, and
any patent rights related thereto, shall reside with HMS, if covered by applicable HMS policies,
or otherwise with Company but subject to a mandatory, cost-free license back to Consultant to
use the Invention for academic research purposes. If ownership lies with HMS, then, provided
such Inventions are not subject to prior conflicting obligations to sponsors of research at HMS,
Company shall have an exclusive option, for 120 days following notice of Consultant’s
disclosure, to negotiate an exclusive world-wide license, on reasonable terms customary for
HMS, to use, practice, license and sublicense rights under patents claiming such Inventions
within a mutually agreed field of use. (While the parties believe that conflicting obligations to
research sponsors are unlikely, it is conceivable that in the course of such sponsored research
Inventions useful to Company may emerge; rather than forego disclosing such fortuitous
inventions to Company, to the extent permitted by such sponsorship and related agreements
Consultant and HMS will endeavor to disclose and license such Inventions pursuant to this
Agreement.)
(d) The Consultant acknowledges that the Company does not desire to acquire any trade secrets,
know-how, confidential information, or other intellectual property that the Consultant may have
acquired from or developed for any third party, including the Institution (“Third-Party IP”). The
Company agrees that in the course of providing the Services, the Consultant shall not be required
to use or disclose any Third-Party IP, including without limitation any intellectual property of (i)
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any former or current employer, (ii) any person for whom the Consultant has performed or
currently performs consulting services, or (iii) any other person to whom the Consultant has a
legal obligation regarding the use or disclosure of such intellectual property.
6. Confidential Information
(a) The parties acknowledge that in connection with Consultant’s Services, the Company may
disclose to Consultant confidential and proprietary information and trade secrets of the
Company, and that Consultant may also create such information within the scope and in the
course of performing the Services (hereinafter, subject to the exceptions below, “Company
Confidential Information”). Such information may take the form of, for example: data
concerning scientific discoveries made by the Company; the Company’s know-how; the
Company’s manufacturing strategies and processes; the Company’s marketing plans; data from
the Company’s evaluations in animals and humans; the Company’s past, present and future
business plans; the Company’s strategy for or status of regulatory approval; or the Company’s
forecasts of sales and sales data. Notwithstanding the above, the Company acknowledges and
agrees that none of the information described in this Paragraph 6 (except Confidential
Information created by Consultant) will be considered Company Confidential Information for
purposes of this Agreement, unless the information is disclosed to Consultant by the Company in
writing and is clearly marked as confidential, or, where verbally disclosed to Consultant by the
Company, is followed within thirty (30) days of such verbal disclosure by a writing from the
Company confirming such disclosure and indicating that such disclosure is confidential.
(b) Subject to the terms and conditions of this Agreement, Consultant hereby agrees that during
the term of this Agreement and for a period of three (3) years thereafter: (i) Consultant shall not
publicly divulge, disseminate, publish or otherwise disclose any Company Confidential
Information without the Company’s prior written consent, which consent shall not be
unreasonably withheld; and (ii) Consultant shall not use any such Company Confidential
Information for any purposes other than consultation with the Company, except that Consultant’s
use of such information for purely internal academic research, without disclosure outside HMS,
shall not be a breach of this Agreement provided that Consultant is not in breach of the
Intellectual Property provisions of Paragraph 5 above. Notwithstanding the above, the Company
and Consultant acknowledge and agree that the obligations set out in this Paragraph 6 shall not
apply to any portion of Company Confidential Information which:
(i) was at the time of disclosure to Consultant part of the public domain by publication or
otherwise; or
(ii) became part of the public domain after disclosure to Consultant by publication or
otherwise, except by breach of this Agreement; or
(iii) was already properly and lawfully in Consultant’s possession at the time it was
received from the Company; or
(iv) was or is lawfully received by Consultant from a third party who was under no
obligation of confidentiality with respect thereto;