This CONSULTING AGREEMENT (Agreement) effective as of the _____ day of _______, 20__ (Effective Date) and entered into by and between BioAtla LLC (BioAtla), a Delaware Limited Liability Corporation, and __________________, a(n) (individual/_______________ corporation) with an address at _______________________ (Consultant), collectively the Parties.
WHEREAS, BioAtla is a global biotherapeutics development company; and
WHEREAS, Consultant is engaged in providing consulting services; and
WHEREAS, Consultant is desirous of providing consulting services to BioAtla; and
WHEREAS, BioAtla is desirous of retaining Consultant; and
WHEREAS, Consultant will have access to Proprietary Information of BioAtla.
NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the Parties hereby agree as follows:
1. Engagement. BioAtla hereby appoints Consultant, and Consultant hereby accepts such appointment, upon the terms and conditions set forth herein.
2. Services. The nature of the services to be provided by Consultant and the compensation Consultant shall receive from BioAtla are set forth in Schedule A, attached and incorporated herein by reference.
3. Term. The term of this Agreement shall commence on the ______ day of ___________________, 20_ and shall continue in force for _____________ months from that date.
4. Independent Contractor. The Parties expressly intend and agree that Consultant is acting as an independent contractor and not as an employee of BioAtla. Under no circumstances shall Consultant look to BioAtla as his employer, or as a partner, agent or principal. Consultant will determine the method, details and means of performing the services for BioAtla.
5.1 Acknowledgment of Proprietary Interest. Consultant recognizes the proprietary interest of BioAtla in any and all Proprietary Information of BioAtla. As used herein, the term Proprietary Information includes any and all of BioAtlas confidential or proprietary information, including without limitation, any and all confidential information of BioAtla encompassed in any and all reports, investigations, experiments, research or developmental work, experimental work, work in progress, plans, proposals, marketing and sales information and data, financial projections, cost summaries, pricing formulas, and all concepts or ideas, materials or information related to