Consulting Agreement between PaxMedica, Inc. and Stephen D. Sheldon, dated July 16, 2022

Exhibit 10.17

CONSULTING SERVICES AGREEMENT

Between

PaxMedica, Inc. and

Stephen Douglas Sheldon

This Consulting Services Agreement (this “Agreement”) is made and entered into as of the 16^th day of July, 2022 (“Effective Date”), by and between PaxMedica, Inc, located at 303 So. Broadway, Suite 123, Tarrytown, NY 10591 (“COMPANY”), and Stephen Douglas Sheldon, (“CONSULTANT”) with an address at 2 Revolutionary Way, Apt 321, Hopkinton MA 01748 and referred to collectively as the “Parties” or singly for either entity as the “Party”.

COMPANY hereby retains CONSULTANT, and CONSULTANT hereby agrees to be retained, to provide certain services (the “Services”) exclusively as an independent contractor of COMPANY. CONSULTANT shall perform the Services for COMPANY and shall commit such resources and professional time as is reasonably necessary to perform the Services.

COMPANY shall compensate CONSULTANT as per the terms and conditions in Exhibit A.

The execution, delivery and performance of this Agreement by COMPANY will not result in any breach of, or default under, any term or provision of any agreement, obligation, instrument, judgment, decree, order, statute, rule or governmental regulation to which COMPANY is a party or by which COMPANY may be bound or which applies to COMPANY. COMPANY has all rights and permissions necessary for CONSULTANT to perform the Services. COMPANY is duly authorized to enter into this Agreement and perform its obligations hereunder.

The execution, delivery and performance of this Agreement by CONSULTANT will not result in any breach of, or default under, any term or provision of any agreement, obligation, instrument, judgment, decree, order, statute, rule or governmental regulation to which CONSULTANT is a party or by which CONSULTANT may be bound or which applies to CONSULTANT. CONSULTANT has all rights and permissions necessary to perform the Services. If required, CONSULTANT has obtained all authorizations to enter into this Agreement and perform the obligations hereunder.

The Confidentiality Agreement between COMPANY and CONSULTANT dated as of July 16,2022 is hereby incorporated by reference as though fully set forth herein, and as so amended such that:

The CONSULTANT agrees to promptly return, following the termination of this Agreement or upon earlier request by the COMPANY, all tangible or digital or other electronic embodiments of the Confidential Information in the CONSULTANT’S possession and (i) supplied by the COMPANY in conjunction with the CONSULTANT’S performance of the Services under this Agreement or (ii) generated by the CONSULTANT in the performance of the Services under this Agreement.

CONSULTANT’S written and other work product, including all inventions, data, and other developments of any type, whether tangible or intangible, generated in the course of the CONSULTANT’s services rendered pursuant to this Agreement is work for hire, and is the sole property of COMPANY. CONSULTANT shall retain no rights in such written and otherwise tangible products of its work. CONSULTANT hereby assigns to COMPANY any and all right, title and interest it may have in any written and otherwise tangible work product which it may invent and assist in inventing, while performing the services pursuant to this Agreement.  CONSULTANT hereby assigns to COMPANY any interest it may have in any trade names, trademarks, service marks or other forms of intellectual property which it may create or assist in the creating in the course of its provision of services pursuant to this Agreement.  CONSULTANT shall disclose to COMPANY all art which it has invented in the course of rendering services pursuant to this Agreement.  CONSULTANT shall assist COMPANY in securing protection of intellectual property by signing agreements, assignments and other documents.  CONSULTANT shall be compensated for its time spent assisting COMPANY to secure intellectual property protections.  To the extent that CONSULTANT has contributed as an inventor or creator of patentable or otherwise protectable intellectual property, COMPANY and its assignees shall recognize CONSULTANT, without additional compensation, in applications for intellectual property protection.  

The term of this Agreement shall commence upon the Effective Date. This Agreement shall be in effect for (6) months (“Initial Term”) from the Effective Date, unless earlier terminated for breach. Following the Initial Term, this Agreement will automatically renew on a monthly basis. After the Initial Term and any year thereafter, it may be terminated by either Party for any reason or no reason upon thirty (30) calendar days’ written notice. Either Party may terminate this Agreement for breach of the other Parties’ material obligations hereunder at any time, and such breach is not cured within ten (10) calendar days following notification.

Should COMPANY choose to terminate a specific Service prior to completion for any reason, COMPANY agrees to pay CONSULTANT:

COMPANY will defend, indemnify, and hold CONSULTANT and its officers, trustees, affiliates, agents, servants, employees and independent contractors harmless from and against any third party claims, demands, suits, actions, causes of actions, losses, damages, fines and liabilities, including reasonable attorneys’ fees, arising out of the Services or breach of any of the covenants of this Agreement by COMPANY (“CONSULTANT Losses”), and will pay any costs and damages which may be assessed against CONSULTANT, except that COMPANY shall not be obligated to indemnify CONSULTANT for CONSULTANT Losses to the extent they result from the negligence or willful misconduct of CONSULTANT.

CONSULTANT will defend, indemnify, and hold COMPANY and its officers, trustees, affiliates, agents, servants, employees and independent contractors harmless from and against any third party claims, demands, suits, actions, causes of actions, losses, damages, fines and liabilities, including reasonable attorneys’ fees, arising out of the breach of any of the covenants of this Agreement by CONSULTANT (“COMPANY Losses”), and will pay any costs and damages which may be assessed against COMPANY, except that CONSULTANT shall not be obligated to indemnify COMPANY for COMPANY Losses to the extent they result from the negligence or willful misconduct of COMPANY.

All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, or three (3) calendar days after being sent by prepaid certified or registered U.S. mail to the address of the other Party to be noticed as set forth herein or such other address as such Party last provided to the other by written notice.

This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures received by facsimile shall be deemed to be original signatures.

Injunctive Relief. Notwithstanding the foregoing, the Parties shall (in addition to any other remedies that may be available, in law, in equity or otherwise) be entitled to seek injunctive relief in connection with the breach or threatened breach of the covenants of this Agreement without the necessity of proving actual damages.

Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

Limitations of Liability. Except in the case of willful misconduct, gross negligence or fraudulent behavior, in no event shall either Party or its respectful affiliates be liable to the other Party or its respective affiliates for any special, indirect, incidental, consequential or exemplary damages, including without limitation, lost savings, lost profits or other economic loss, or loss of records or data, as a result of or arising out of this Agreement, the provision of Services hereunder or any other matters relating to or arising from this Agreement, whether such claim be in tort, contract or otherwise and whether or not the possibility of such damages was reasonably foreseeable or disclosed.

This Agreement may not be assigned or otherwise transferred (in whole or in part, whether voluntarily, by operation of law or otherwise) by either Party without the prior written consent of the other Party (which consent shall not be unreasonably withheld); provided, however, that such consent shall not be required if the COMPANY (i) makes an assignment to an affiliate, or (ii) makes an assignment in connection with the transfer or sale of all or substantially all of its business (whether by asset sale, merger, consolidation, or similar transaction) related to this Agreement. This Agreement shall be binding upon the permitted successors and assigns of the Parties.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by duly authorized representatives of all parties hereto as of the Effective Date.

Exhibit A

Services and Compensation