DERMATA THERAPEUTICS, INC.
This Consulting Agreement (Agreement) is effective as of September 1, 2021 (the Effective Date) by and between Dermata Therapeutics, INC., a Delaware corporation having its mailing address located at 3525 Del Mar Heights Rd. #322, San Diego, CA 92130 (Company), and Thomas Insley (Consultant).
Whereas, Company desires to retain Consultant as an independent contractor to perform consulting services for Company; and
Whereas, Consultant is willing to perform such services, on the terms described herein;
Now, Therefore, in consideration of the foregoing, and of the covenants, terms and conditions hereinafter expressed, the parties agree as follows:
1. Services and Compensation. Consultant agrees to perform for Company the services described in Exhibit A as requested by Company from time to time (the Services), and Company agrees to pay Consultant the compensation described in Exhibit A for Consultants performance of the Services. If not specified on Exhibit A, the scope, timing, duration, and site of performance of said Services shall be mutually and reasonably agreed to by Company and Consultant and are subject to change upon the written agreement of both parties. Consultant will make reasonable, good faith efforts to provide the Services in a timely and professional manner consistent with industry practices.
2.1 Definitions. Confidential Information means all information relating to the business of Company, including, without limitation, any financial information, business plans, clinical and product development plans, strategies, business forecasts, sales and merchandising materials, patent disclosures, patent applications, structures, models, techniques, know-how, trade secrets, processes, compositions, formulations, compounds and apparatus relating to the same and other proprietary information related to the current, future and proposed products and services of Company or its subsidiaries or affiliates disclosed by Company or obtained by Consultant through observation or examination of such information, whether written, graphic or oral, furnished to Consultant by or on behalf of Company, either directly or indirectly, or obtained or observed by Consultant while providing Services hereunder, and the Services to be provided by Consultant hereunder.
2.2 Nonuse and Nondisclosure. Consultant agrees that for a period of ten (10) years from the termination of this Agreement, Consultant will hold in strict confidence and not disclose to any third party any Confidential Information, except as approved in writing by Company; provided, however, that Consultant shall not be obligated to treat as confidential, any Confidential Information that Consultant can prove through written documentation that (i) is known or made available to the public or otherwise is in the public domain at the time of disclosure by Company to Consultant, (ii) becomes part of the public domain after disclosure by Company to Consultant by any means except through breach of this Agreement by Consultant, or by a third party under an obligation of confidentiality to Company, or (iii) has been otherwise known by Consultant prior to communication by Company to Consultant of such information.
(a) Consultant shall not use any Confidential Information provided to Consultant for any reason or purpose other than the performance of Services on behalf of the Company, and shall make no other use of the Confidential Information. Consultant agrees that, as between Company and Consultant, all Confidential Information will remain the sole property of Company. Consultant also agrees to take all necessary and reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Without Companys prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties.