AGREEMENT FOR CONSULTING SERVICES EXECUTIVE IN RESIDENCE PROGRAM CCIT. JERSEY ECONOMIC DEVELOPMENT AUTHORITY (the "Authority or NJEDA"), having its

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1 AGREEMENT FOR CONSULTING SERVICES EXECUTIVE IN RESIDENCE PROGRAM CCIT AGREEMENT made this day of, 2015, by and between the NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY (the "Authority or NJEDA"), having its address at 675 US Highway One, North Brunswick, NJ 08902, and (the "Consultant ) having his or her address at. The Authority and the Consultant agree as follows: 1. Relationship between Authority and Consultant. Subject to the terms of this Agreement, the Consultant shall not impose any fee for any Work (defined below) provided by Consultant to the Authority s Commercialization Center for Innovative Technologies ( CCIT ) participating tenants ( Participating Tenants ) in the Executive in Residence ( EIR ) program. The role and responsibilities of the Authority are limited to providing Consultant with certain nonmonetary benefits pursuant to this Agreement. Consultant shall entirely and solely be responsible for any and all aspects of the Work provided to Participating Tenants under this Agreement. Notwithstanding anything to the contrary herein, the Consultant acknowledges and agrees that it shall not engage or undertake any other work or services for compensation, at no cost or otherwise for any of the CCIT tenants during the term of this Contract. 2. The Work. The Consultant shall perform or shall provide the following Work services in connection with the EIR program only without fee, cost or any other charge: 1

2 a. Mentor and advise Participating Tenant(s) at CCIT one day per week in his or her agreed upon specific area of business domain knowledge. Examples of particular desired areas of expertise include but are not limited to: i. Commercialization ii. Business Development iii. Partnering and Licensing iv. Accounting and Finance v. Health Economics vi. Regulatory and Reimbursement b. Present one (1) seminar during the Term (as hereinafter defined) at CCIT for the tenants and the greater New Jersey Life Sciences community on a topic mutually agreed upon with the Authority and deliver a copy of all materials immediately thereafter to the Authority for future reference by all CCIT tenants and the greater NJ Life Sciences community. The Consultant must also report to the Authority in writing each month on its activities and CCIT related involvement for the prior month. This should include at a minimum the following metrics: hours/days available to CCIT Tenants, Tenants advised, hours available compared against the hours actively advising, general summary of topics discussed with a Participating Tenant, deliverables mutually agreed upon with a Participating Tenant. The final monthly report must also include the employment status of the EIR at departure. The Consultant also agrees to be listed as an Executive in Residence on the NJEDA website, and as a graduate EIR, for a period of at least one year, after his or her term of service is completed. 3. Term. The term of this Contract is six (6) months, with one (1) one six (6) month extension option, to be exercised at the sole discretion of the Authority upon the same terms and conditions set forth herein. 4. EIR Benefits. In exchange for the Work services to be rendered the Authority will provide the following to the Consultant: 2

3 a. Access to a furnished, shared EIR suite with Wi-Fi, during regular business hours; b. Conference room reservations based upon availability; c. An appropriate title which will be listed on the NJEDA website (both during and post term); d. Announcement of the appointment through press releases from NJEDA; e. Invitation to attend all appropriate CCIT events relating to his or her field of expertise; and f. Networking opportunities with CCIT tenants and the larger New Jersey Life Sciences community. 5. Ownership and Use of Documents. All data, technical information, materials gathered, originated, developed, prepared, used or obtained in the performance of the Contract, including, but not limited to, all reports, surveys, plans, charts, literature, brochures, mailings, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, software computer programs and accompanying documentation and print-outs, notes and memoranda, written procedures and documents, regardless of the state of completion, which are prepared for or are a result of the services required under this Contract shall become the sole property of the particular Participating Tenant that Work is performed for and may be used in its entirety or in part at the sole discretion of said Participating Tenant without any compensation to or approval from the Consultant. Regarding software computer programs and/or source codes developed under this Contract, the Participating Tenant, not the Consultant, shall have full and complete ownership of all software computer programs and/or source codes developed. In this regard, the Consultant hereby assigns to the Participating Tenants all right, title and interest in and to any such material, and Participating Tenants shall have the right to obtain and hold in its own name and copyrights, registrations and any other proprietary rights that may be available. In the event the Consultant brings pre-existing intellectual property into a project, the background intellectual property ( Background Intellectual Property ) owned by the Consultant on the date of 3

4 the Contract, as well as any modifications or adaptations thereto, remain the property of the Consultant. This Agreement grants to Participating Tenants, a non-exclusive, perpetual royalty-free license to use any of the Consultant s Background IP delivered to Participating Tenants for the purposes contemplated by the Contract and any extensions thereto. 6. Indemnification. The Consultant shall defend, indemnify, protect and hold harmless the Authority, and its officers, agents, servants and employees from and against any and all suits, claims, demands, losses or damages of any kind arising out of or claimed to arise out of any act, error, or omission on the part of the Consultant, its officers, agents, servants, employees and subcontractors in the performance of services under this Contract. The Consultant shall, at its own expense, appear, defend and pay all charges for attorneys and all costs and other expenses arising from such suit or claim or incurred in connection therewith. If any judgment shall be rendered against the Authority or its officers, agents, servants, and employees for which indemnification is provided under this Section 6, the Consultant shall, at its own expense, satisfy and discharge the same. Prior to providing any services to each particular Participating Tenant, the Consultant shall obtain from the particular Participating Tenant a signed Release of Claim Against New Jersey Economic Development Authority in the form of Exhibit A attached hereto and a copy of such should be provided to the CCIT Manager. 7. Termination. This Contract may be terminated by either party upon seven (7) days' advance written notice to the other party without cause and in either party s sole discretion. There are no penalties for the Consultant leaving the EIR program prior to the expiration of the term or extended term, as the case may be. 4

5 8. Confidential Information of Participating Tenants. In connection with performing the Work, the Consultant will receive, review and become aware of proprietary, personnel, commercial, marketing and financial information from individual businesses that is confidential and/or proprietary in nature ( Confidential Information ). The Consultant agrees that its review, use and handling of Confidential Information shall be done in a responsible manner and solely for furtherance of the Work. Other than to its employees, if any, who have a need to know Confidential Information in connection with performance of the Work, the Consultant agrees not to disclose any Confidential Information without the prior written consent of the particular individual business that such information relates to. The Consultant shall inform each of its employees that receives any Confidential Information of the requirements of this Section of the Contract and shall require each such employee to comply with such requirements. Notwithstanding the foregoing, the term Confidential Information shall not include information which: (i) is already known to the Consultant from sources other than the individual business; (ii) is or becomes generally available to the public other than as a result of a disclosure by the Consultant or any of its employees; or (iii) is required to be disclosed by law or by regulatory or judicial process. In the event the Consultant or any of its employees fails in any respect during or after the expiration or early termination of this Contract to comply with the requirements of this Section the Consultant shall be liable to the individual business for breach of this Agreement. 9. Debarment Liability. The Consultant acknowledges that it shall be rendered liable to debarment in the public interest, pursuant to procedures established by Executive Order No. 34 (1976), and updated by Executive Order No. 189 (1988), and pursuant to N.J.A.C. 19:30-2, for 5

6 violating any of the following provisions: a. No Consultant shall pay, offer to pay, or agree to pay, either directly or indirectly, any fee, commission, compensation, gift, gratuity, or other thing of value of any kind to any Authority officer or employee or special Authority officer or employee, as defined by N.J.S.A. 52:13D- 13(b) and (e), with which such Consultant transacts or offers or proposes to transact business, or to any member of the immediate family, as defined by N.J.S.A. 52:13D-13(i), of any such officer or employee, or any partnership, firm or corporation with which they are employed or associated, or in which such officer or employee has an interest within the meaning of N.J.S.A. 52:13D-13(g). b. The solicitation of any fee, commission, compensation, gift, gratuity, or other thing of value by any Authority officer or employee or special Authority officer or employee from any Authority Consultant shall be reported in writing forthwith by the Consultant to the Attorney General of New Jersey and the Executive Commission on Ethical Standards. c. No Consultant shall influence, or attempt to influence or cause to be influenced, any Authority officer or employee or special Authority officer or employee in his or her official capacity in any manner which might tend to impair the objectivity or independence of judgment of said officer or employee. d. No Consultant shall cause or influence, or attempt to cause or influence, any Authority officer or employee or special Authority officer or employee to use, or attempt to use, his or her official position to secure unwarranted privileges or advantages for the Consultant or any other person. 6

7 10. Contractual Liability Act. Notwithstanding any provision in this Contract or in the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq., to the contrary, the parties hereto agree that any and all claims made by the Consultant against the State of New Jersey and/or the Authority for damages, including, but not limited to costs and expenses, shall be governed by and subject to the provisions of the New Jersey Contractual Liability Act. 11. General Conditions. a. The Work shall be performed in a professional manner, in accordance with the standards generally expected or required within the profession and the Work shall also be performed in accordance with all applicable state, federal and local laws, rules, regulations and ordinances. b. The Consultant shall provide such reports, certificates, and documents as the Authority may reasonably require. c. The Consultant shall not disclose to anyone other than the particular Participating Tenant or the Authority the contents of the information, reports, findings, analysis, surveys and drawings generated or produced in performance of this Contract, or provide copies of same, without the prior written consent of the particular Participating Tenant, except where such information, reports, etc. are legally required by order of court or administrative agency, state or federal. d. The Authority and the Consultant, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party of this Contract and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Contract. Neither the Authority nor the Consultant shall assign, sublet, or transfer any interest in this Contract without the prior written consent of the other party. e. Any notices required to be given under this Contract shall be mailed to: 7

8 New Jersey Economic Development Authority P.O. Box 990 Trenton, New Jersey Attn: Anne-Marie Maman, Program Manager CCIT and f. This Contract shall be construed under the laws of the State of New Jersey. g. The headings of the various paragraphs of this Contract are inserted for the convenience of reference only, and in no way define, describe or limit the scope or intent of this Contract or any of the provisions hereof, and shall not affect the interpretation of this Contract or any of the provisions hereof. h. This Contract shall be construed without any presumptions against the drafter and shall be considered as though it were drafted cooperatively by both parties. i. In the event that any portion of this Contract is found to be contrary to law and unenforceable; the validity of remaining covenants, agreements, terms and provisions contained in this Contract, shall be in no way affected, prejudiced or disturbed thereby. j. This Contract constitutes the entire agreement between the parties. Any changes or amendments to the Contract must be in writing and signed by the Consultant and an authorized representative of the Authority. k. The parties hereto represent that they have the proper authority to sign on behalf of the 8

9 entities entering this Contract and they fully intend for the Authority and Consultant to be legally bound. This Agreement for Consulting Services for the Executive in Residence Program CCIT is entered into as of the day and year first written above. WITNESS: NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY Signature: Name: WITNESS: CONSULTANT Signature: Name: 9

10 EXHIBIT A RELEASE OF CLAIMS AGAINST NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY This Release is made in consideration for the New Jersey Economic Development Authority (the Authority ) providing non-monetary benefits in exchange for Consulting Services provided to the undersigned by.. for itself and all of its officers, directors, members shareholders and partners (the Company ) forever and for all purposes does hereby release and forever give up any and all claims, rights causes of action, suits, costs, damages and demands whatsoever, regardless of whether arising before or after the making of this Release, against the Authority deriving out of or related in any way to services provided to the Company by. This Release extends to any cause, matter, transaction, act, claim or thing, or omission related to services provided to the. This Release is made for the benefit of the Authority and each of the Authority s successors, divisions, legal representatives, assigns, subsidiaries and/or affiliates, and the Board members, directors, commissioners, employees, agents, representatives and attorneys of all of the foregoing, and their respective heirs, executors, administrators, attorneys, successors, legal representatives and assigns. This Release shall bind Company and anyone claiming by, through or under Company. Intending to be legally bound, the undersigned signs and delivers this Release with fully and proper authority to do so. WITNESS: Name: Title: Dated:, 201_ 10