Consulting Agreement by and between Candel Therapeutics, Inc. and Susan Stewart dated October 19, 2021
REVISED CONSULTING AGREEMENT – EFFECTIVE October 1, 2021
THIS CONSULTING AGREEMENT, effective October 1, 2021 and dated as of this October 19, 2021 (this "Agreement"), is by and between Susan Stewart located at 62 Larchwood Drive, Cambridge MA 02138 ("Consultant"), and Candel Therapeutics, Inc. with principal executive offices at 117 Kendrick Street, Needham, MA 02494 ("Company").
W I T N E S S E T H:
WHEREAS, Company is a development stage biomedical and pharmaceutical company;
WHEREAS, Consultant provides expertise in the field of regulatory affairs and quality.
WHEREAS, Company desires that it be able to call upon the knowledge and experience of Consultant for consultation services and advice; and
WHEREAS, Consultant is willing to render such services to Company on the terms and conditions hereinafter set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:
Section 1. Services. Consultant agrees to provide consulting services to Company and serve as the Company’s acting Chief Regulatory Officer. In that role, Consultant will perform those services set forth on Exhibit A hereto and assist with other projects that are reasonably related to such services (the “Services”). Consultant hereby agrees that the Services shall be provided at such times and at such places as may be reasonably agreed by Consultant and the Company, and in accordance with the highest prevailing industry standards and practices for the performance of similar services. Consultant agrees that Consultant will be reasonably available to perform the Services for the Company in accordance with Exhibit A.
Section 2. Term of Agreement. The retention of the Consultant by the Company as provided in Section 1 above shall be for a period of one (1) year from the date hereof, unless sooner terminated in accordance herewith (the “Term”); provided, however, that the Term shall be extended automatically for successive additional one-year periods unless terminated by either party in accordance with the terms of this Agreement. Notwithstanding anything to the contrary contained herein, the Agreement may be terminated by Consultant or the Company at any time upon thirty (30) days prior written notice to the other party. Immediately upon receipt of such notice from the Company, Consultant shall institute such termination procedures as may be specified in the notice and shall use his/her best efforts to minimize the cost to Company resulting from such termination. Sections 5, 6, 7, 8 and 9 shall survive the expiration or termination of this Agreement.
Section 3. Compensation.
(a) As full compensation for the performance by Consultant of his/her duties under this Agreement, the Company shall pay Consultant $450/hour (the “Fee”) for the time that Consultant spends performing his/her duties pursuant to the terms hereof for the first forty (40) hours of Services provided in each calendar month. The Fee shall be increased to $550/hour for any additional hours of Services provided by Consultant in any given calendar month in excess of forty (40) hours; provided, however that the amount of time Consultant spends performing his/her duties pursuant to this Agreement shall not exceed fifty six (60) hours in any given calendar month unless otherwise agreed upon in writing and in advance by Company and Consultant. At the conclusion of the 2021 calendar year, Consultant will be eligible (at the discretion of the Company and based upon such criteria as the Company may determine in its sole discretion) for a target cash bonus of up to $36,000. In addition, the Consultant’s stock grant of 82,143 non-qualified stock options, previously awarded in 2020, will continue to vest consistent with the terms of the company’s stock plan.
(b) Consultant shall provide the Company with written invoices on a monthly basis by the 15th day of each calendar month for services rendered during the prior calendar month, which shall set forth the actual number of hours Consultant expended performing the Services during such prior calendar month, a description of the activities undertaken by Consultant during such prior calendar month, and the itemization of all expenses incurred that are reimbursable pursuant to Section 4 hereof. The Company agrees that payment shall be made to Consultant within thirty (30) days of its receipt of each undisputed monthly invoice.
(c) Consultant and Company acknowledge and agree that the compensation set forth herein represents the fair market value of the services provided to Company by Consultant, negotiated in an arms-length transaction, and has not been determined in a manner which takes into account the volume or value of any current or future referrals or business otherwise generated between the Company and the Consultant. Nothing contained in this Agreement constitutes or shall be construed in any manner as an obligation or inducement for Consultant to recommend the prescribing, purchase, use, or preferential formulary status or dispensing of any of the Company’s products or services or those of any organizations affiliated with the Company.
Section 4. Expenses. The Company shall reimburse Consultant for all reasonable and necessary expenses incurred by Consultant in connection with the Services provided hereunder; provided, however, that such expenses in excess of $100 are pre-approved in writing by the Company.
Section 5. Confidential Information and Inventions.
Section 6. Insider Trading. Consultant recognizes that in the course of his/her duties hereunder, Consultant may receive from the Company or others information that may be considered "material, nonpublic information" concerning a public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended and that the Company has aspirations of being a public Company and may become subject to such regulations during the Term. Consultant agrees NOT to: (a) purchase or sell, directly or indirectly, any securities of any company while in possession of relevant material, nonpublic information relating to such company received from the Company or others in connection herewith; or (b) communicate any material, nonpublic information to any other person in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any company (including the Company) with respect to which such information relates, or (ii) otherwise directly or indirectly benefit from such information. Without limiting any of the confidentiality and insider trading obligations included in this Agreement, Consultant shall not discuss any information concerning Company obtained by Consultant in the course of performing the Services with any financial, securities or industry analyst or with the media without the prior written agreement of Company.
Section 7. Representations, Warranties and Covenants of Consultant. The Consultant hereby represents, warrants and covenants to the Company as follows:
(a) Neither the execution or delivery of this Agreement nor the performance by Consultant of his/her duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Consultant is a party or by which he/she is bound.
(b) Consultant has the full right, power and legal capacity to enter and deliver this Agreement, as applicable, and to perform his/her duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Consultant enforceable against him/her in accordance with its terms. No approvals or consents of any persons or entities are required for Consultant to execute and deliver this Agreement, as applicable, or perform his/her duties and other obligations hereunder.
(c) Consultant represents that his/her performance of all the terms of this Agreement will not breach any agreement to keep in confidence any confidential information or trade secrets acquired by Consultant from any third party, and Consultant agrees not to use any confidential information or trade secrets of any third party in connection with the provision of the Services in violation of the agreements under which he/she had access to or knowledge of such confidential information or trade secrets.
(d) Consultant hereby represents that he/she (i) has not been debarred and (ii) to the best of Consultant’s knowledge, is not under consideration to be disbarred by the Food and Drug Administration (the “FDA”) from working in or providing services to any pharmaceutical or biotechnology company under the Generic Drug Enforcement Act of 1992. Consultant shall notify the Company immediately if, during the Term, Consultant comes under investigation by the FDA for debarment or disqualification or is debarred or disqualified. Consultant shall notify the Company immediately if the FDA or any other regulatory authority requests permission to or does inspect Consultant's records in connection with the Services provided under this Agreement, and Consultant will deliver to the Company promptly all materials, correspondence, statements, forms, and records which Consultant receives, obtains or generates pursuant to any such inspection.
(e) Consultant will not use any confidential information or trade secrets of any third party in his engagement by Company in violation of the terms of the agreements under which he had access to or knowledge of such confidential information or trade secrets.
(f) During the Term of this Agreement and for a period of one-year thereafter, if Consultant uses, recommends, or comments upon the attributes of any Company product or service in connection with the treatment of a patient, a scientific or educational presentation or publication, a media interview, or any other third-party communication or interaction, Consultant shall disclose that Consultant is or has been a paid consultant of Company and the fact of any other of Consultant’s financial relationships with Company.
Section 8. Consultant not an Employee. Company and Consultant hereby acknowledge and agree that Consultant shall perform the services hereunder as an independent contractor and not as an employee or agent of Company or any Company affiliate. Consultant
will be solely responsible for all taxes, withholding and other similar statutory obligations. Consultant shall not represent that he/she is an employee of Company or any Company affiliate under any circumstance. In addition, nothing in this Agreement shall be construed as establishing any joint venture, partnership or other business relationship between the parties hereto or representing any commitment by either party to enter into any other agreement by implication or otherwise except as specifically stated herein. Consultant shall not have any authority, express or implied, to bind Company or any Company affiliate to any agreement, contract, or other commitment. Consultant further understands and agrees that this Agreement is entered into by Company on a non-exclusive basis and that Company and its affiliates remain free to deal with others and retain other consultants, employees, brokers, finders and other agents in the same or similar capacity as Consultant has been retained at any time at their own option.
Section 9. Miscellaneous.
(l) As used in this Agreement, the masculine, feminine or neuter gender, and the singular or plural, shall be deemed to include the others whenever and wherever the context so requires. Additionally, unless the context requires otherwise, "or" is not exclusive.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above by proper person thereunto duly authorized.
CANDEL THERAPEUTICS, INC.
Name: Susan Stewart
Scope of Work #1