Founder Advisor Agreement

FOUNDER ADVISOR AGREEMENT

Effective , with domiciled address at (the “Advisor”) and , a  corporation (the “Company”), agree as follows:

1. Services 

The Advisor will consult and work with and advise the Company from time to time as further described in Schedule A attached hereto, or as otherwise mutually agreed to by the parties (collectively referred to herein as the “Services”)

2. Consideration

As the only consideration due to the Advisor for the Services, Advisor shall receive options to purchase 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 installments, in each case for so long as this Founder

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, 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 a sale of shares of a bona fide equity financing shall not be deemed to be a “Change in Control.” 

As the consideration due to the Advisor for the full, prompt and satisfactory performance of the Services, the Advisor shall be entitled to receive the compensation per month. 

3. Expenses 

The Company shall reimburse the Advisor for all expenses incurred by the Advisor pursuant to performing the Services under this Founder Advisor Agreement.

The Adviser agrees to keep an exact record of any and all expenses incurred whilst performing the Services. The Adviser will submit an invoice itemising each expense, along with proof of purchase and receipt. If any expense is over the Adviser agrees to obtain the Company’s written consent before incurring the expense.

4. Term and Termination 

This Founder Advisor Agreement shall be effective on  and shall continue indefinitely until the expressly agreed upon date of the completion of the Services, unless it is earlier terminated in accordance with the terms of this Founder Advisor Agreement.

Either party may terminate this Founder Advisor Agreement at any given time upon five (5) days written notice to the other party without further obligation or liability except for the compensation earned by Advisor through such date of termination.

5. Independent Contractor

Notwithstanding any provision hereof, for all purposes of this Founder Advisor Agreement, each party shall be and act as an independent contractor and not as a partner, joint venturer, agent or employee of the other and shall not bind nor attempt to bind the other to any contract. Advisor shall not be eligible to participate in any of Company’s employee benefit plans, fringe benefit programmes, group insurance arrangements or similar programmes. 

6. Non-Disclosure and Confidential Information 

Advisor agrees that all Inventions and other business, technical, commercial and financial information (including, without limitation, the identity of and information relating to Company’s customers or employees) Advisor obtains from or assigns to Company, or develops or learns in connection with the Services, whether in writing, oral or other tangible or intangible forms, constitute “Proprietary Information.”  Advisor will hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information.  However, Advisor shall not be so obligated with respect to information that (i) is or becomes generally known by the public through no fault of Advisor, or (ii) that Advisor knew without any obligation of confidentiality prior to its disclosure by Company.  Upon termination or as otherwise requested by Company,

Advisor will promptly return to Company all items and copies containing or embodying Proprietary Information.  The Advisor agrees not to make, issue or release any public announcements statement or acknowledgement of the existence of details of any Proprietary Information, any discussions among the parties or any evaluation being undertaken without the consent of the Company.  The Advisor acknowledges that the Company makes no representation or warranty as to the reliability, accuracy of completeness of any Proprietary Information.

8. No Rights Granted

Nothing in this Founder Advisor Agreement shall be deemed to constitute, by implication or otherwise, the grant by the Company of any license or rights under any patent, trademark or other intellectual property right or interest belonging to the Company.

9. Assignment of Intellectual Property

The 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.  The Advisor undertakes not to attempt any reverse engineering or analysis or samples on the basis of the Inventions received from the Company.

10. Company's Right to Disclose 

The Company shall have the right, during the term of this Founder Advisor Agreement, to disclose in the Company’s promotional materials, including, but not limited to, executive summaries and the Company’s website, the existence of this Founder Advisor Agreement, the status of the Advisor as an advisor, the Advisor’s name, image and working history.

11. No Conflicts 

Advisor represents and warrants that neither this Founder Advisor Agreement nor the performance thereof will conflict with or violate any obligation of Advisor or right of any third party. The Advisor shall promptly notify the Company, if at any time during the term of this Founder Advisor Agreement, the Advisor has agreed to perform services for any competitor of the Company. In such an event, the Advisor understands that the Company will conduct a review as to whether the Advisor’s activities are inconsistent with the Advisor continuing to serve as an advisor to the Company. 

12. Miscellaneous

This Founder Advisor Agreement and the Services performed hereunder are personal to Advisor and Advisor shall not have the right or ability to assign, transfer or subcontract any obligations under this Founder Advisor Agreement without the written consent of the Company.  Any attempt to do so shall be void.  The company shall be free to transfer any of its rights under this Founder Advisor Agreement to a third party. This is the entire Founder Advisor Agreement between the parties with respect to the subject matter hereof and no changes or modifications or waivers to this Founder Advisor Agreement shall be effective unless in writing and signed by both parties.  In the event that any provision of this Founder Advisor Agreement is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Founder Advisor Agreement shall otherwise remain in full force and effect and enforceable.  In any action or proceeding to enforce rights under this Founder Advisor Agreement, the prevailing party shall be entitled to recover costs and legal fees.  This Founder Advisor Agreement may be executed in counterparts, each of which is deemed an original, but all of which together shall be deemed as one and the same agreement.  No failure or delay of the Company in exercising its rights herein shall be deemed to be a waiver of such rights unless expressly made in writing by the Company.

13. Governing Law 

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14. No rights under Contracts (Rights of Third Parties) Ordinance

A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Ordinance to enforce any of its terms

IN WITNESS WHEREOF, the parties have executed this Founder Advisor Agreement as of the day and year first above written.

SCHEDULE A

The Services offered by the Advisor and the corresponding compensation payable to the Advisor by the Company is as follows: