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$ELVN
·
10-K
Enliven Therapeutics, Inc. · Mar 3, 4:15 PM ET
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Enliven Therapeutics, Inc. 10-K
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Contents
14
(a) Executive has read this Agreement;
(b) Executive has a right to consult with counsel regarding this Agreement and has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Executive’s own choice or has elected not to retain legal counsel;
(c) Executive understands the terms and consequences of this Agreement and of the releases it contains;
(d) Executive is fully aware of the legal and binding effect of this Agreement; and
(e) Executive has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement.
Consultant shall perform the services described in Exhibit B.1 (the “Services”) for the Company (or its designee), and the Company agrees to pay Consultant the compensation described in Exhibit B.1 for Consultant’s performance of the Services. Consultant shall perform the Services in accordance with applicable law and shall comply with any of the policies of the Company that are relevant to the Services.
During the consulting relationship and for a twenty four (24) month period immediately following cessation of the consulting relationship, Consultant will not directly or indirectly, solicit or recruit any current employee of Company [†††] to leave the Company.
Consultant represents and warrants that Consultant has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, Consultant’s obligations to the Company under this Agreement, and/or Consultant’s ability to perform the Services. Consultant will not enter into any such conflicting agreement during the term of this Agreement; however, it is agreed and understood that Consultant may perform services for other persons or entities that are unrelated to the services Consultant is providing to Company and do not conflict with Consultant’s obligations under this Agreement so long as Consultant obtains the Company’s prior written permission prior to performing such services. For the avoidance of doubt, Consultant and Company agree that Consultant will be permitted to continue performing services for [†††] during the term of this Agreement without creating a conflict with Consultant’s obligations under this Agreement; however, Consultant understands and agrees that Consultant’s performance of any such services for [†††] must nevertheless comply with Sections 2 and 5 of this Agreement to the extent applicable. Consultant agrees to immediately notify the Company if any conflict or potential conflict emerges related to his service relationship with the Company, including where any such conflict could cause Inventions to be owned by any person or entity other than the Company. In providing services to any entities other than the Company, Consultant agrees to not use any Company property, equipment, facilities, systems, or Confidential Information. Similarly, Consultant agrees that Consultant will not use any such entity’s property, equipment, facilities, systems, or confidential, proprietary, or trade secret information to conduct work for the Company.
Prior to performing any Services under this Agreement, Consultant shall require all Consultant’s employees, contractors, or other third-parties performing Services under this Agreement to execute a confidentiality and assignment of rights agreement on substantially the same terms as those hereunder. Consultant’s violation of this Section 6 will be considered a material breach of this Agreement.
Upon the termination of this Agreement, or upon Company’s earlier request, Consultant will immediately deliver to the Company, and will not keep in Consultant’s possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Company Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access such property, those records maintained pursuant to Section 5.D and any reproductions of any of the foregoing items that Consultant may have in Consultant’s possession or control. Consultant agrees that in discharging Consultant’s obligations pursuant to this section, Consultant will conduct a reasonable and good faith search for such information, property and equipment, including searching external storage devices, personal computers and email accounts, as well as cloud accounts.
Consultant agrees to indemnify and hold harmless the Company and its affiliates and their directors, officers and Executives from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Consultant or Consultant’s assistants, Executives, contractors or agents, (ii) a determination by a court or agency that Consultant is not an independent contractor, (iii) any breach by Consultant or Consultant’s assistants, Executives, contractors or agents of any of the covenants contained in this Agreement and corresponding Company Confidential Information and Invention Assignment Agreement, (iv) any failure of Consultant to perform the Services in accordance with all applicable laws, rules and regulations, or (v) any violation or claimed violation of a third party’s rights resulting in whole, or in part, from the Company’s use of the Inventions or other deliverables of Consultant under this Agreement.
IN NO EVENT SHALL THE COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY THE COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.
(2) If to Consultant, to the address for notice on the signature page to this Agreement or, if no such address is provided, to the last address of Consultant provided by Consultant to the Company.
Compensation. The Company will pay Consultant $41,666.67 per month, to be paid on a monthly basis. This amount shall be prorated for partial months worked. At the end of each calendar month, Consultant shall submit to Enliven a written invoice for Services, and such statement shall be subject to the approval of Enliven.
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