Employment Agreement, dated October 1, between the Company and Mohammad El Khoury

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Agreement is made on 1 October 2022

BETWEEN:

Quotient Middle-East and Africa FZ LLC, whose registered address is No. 211, 2nd Floor, A/P 26, Dubai Healthcare City, Dubai, UAE (the “Employer”); and

Mohammad El Khoury (the “Executive”)

(individually, a “Party” or collectively the “Parties”)

AND WHEREAS

NOW THEREFORE THE PARTIES agree as follows:

The definitions and rules of interpretation under this clause apply in this Agreement:

Agreement: this fixed-term employment contract between the Parties at the date set out above.

Board: the board of directors of the Employer.

Commencement Date: 1 October 2022

Company Property: all property, documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) belonging to the Employer or any Group Company or relating to the business or affairs of the Employer or any Group Company or a business contact of the Employer or any Group Company.

Confidential Information: all non-public or proprietary information relating to the Employer's business or that of any Employer vendor or customer. Examples of Confidential Information include, but are not limited to, software (in source or object code form), databases, algorithms, processes, designs, prototypes, methodologies, reports, specifications, information regarding Employer Inventions, products sold, distributed or being developed by the Employer, and any other non-public information regarding the Employer's current and developing technology; information regarding vendors and customers, prospective vendors and customers, clients, business contacts, employees and consultants, prospective and executed contracts and subcontracts, marketing and sales plans, strategies or any other plans and proposals used by the

Employer in the course of its business; and any non-public or proprietary information regarding the Employer or the Employer's present or future business plans, financial information, or any intellectual property, whether any of the foregoing is embodied in hard copy, computer-readable form, electronic or optical form, or otherwise.

Employer Inventions: all ideas, methodologies, inventions, discoveries, developments, designs, improvements, formulas, programs, processes, techniques, know-how, research and data (whether or not patentable or registerable under patent, copyright a similar statute and including all rights to obtain, register, perfect and enforce those rights), that Executive learns of, conceives, develops or creates alone or with others (and the materials embodying them) during Executive's past, present or future association with or employment by Employer (whether or not conceived, developed or created on behalf of Employer during regular working hours). This also includes anything that may be conceived, developed, or created, by the Executive, either alone or with others, during the Executive's past, present or future association with or employment by the Employer (whether or not conceived developed, or created during regular working hours), and with respect to which the equipment, supplies, facilities, or trade secret information of the Employer was used, or that relate at the time of conception or reduction to practice of the invention to the business of the Employer or to the Employer's actual or demonstrably anticipated research and development, or that result from any work performed by the Executive for the Employer.

Group Company: the Employer and any company, partnership or other entity controlled by, controlling or in common control with the Employer or its parent. Group Companies shall be construed accordingly.

Qualifying Dependents: the Executive’s spouse and up to two (2) dependent children under the age of 18 permanently residing with the Executive in the UAE. For the avoidance of doubt, in as far as benefits extending under an Employer policy to the Executive’s children are concerned, the benefits will only extend where according to the relevant Employer policy: (i) the Executive is eligible for such benefit; (ii) the Executive’s children meet the eligibility criteria; and (iii) the number of the Executive’s children requesting the benefit is within the number of children provided for in the relevant policy (as may be amended, changed or varied from time to time). Reference should be made to the relevant Employer policies to determine which benefits the Executive is entitled to and the rules and eligibility requirements of such policy.

Term: fixed term period of three (3) years

UAE: United Arab Emirates.

UAE Labour Law: Federal Decree Law No. 33 of 2021, Regulating Labour Relations (as may be amended from time to time) including the Executive Regulations accompanying the UAE Labour Law (as may be amended from time to time).

The Employer employs the Executive as its Chief Commercial Officer and the Executive accepts such employment. The Executive will perform all of the employment duties, responsibilities and job functions consistent with such a management position and such other duties and responsibilities deemed necessary or appropriate by the Employer's Chief Executive Officer (the "CEO") or the Board (collectively, the "Employment Duties"). The Executive will exercise the authority consistent with those duties and responsibilities.

The Executive acknowledges and agrees that the Employer shall be entitled at any time without notice during the Executive’s employment and upon termination to set off and/or make deductions from the Executive’s monthly remuneration salary or from any other sums due to the Executive from the Employer in respect of any overpayment of any kind made to the Executive or in respect of any outstanding debt or other sums due from the Executive, subject to the provisions of UAE Labour Law from time to time in force.

If the Employer requests the Executive to relocate to another country, the Employer will equalise taxes due on any cash compensation for twenty-four (24) months post relocation.

Whether upon Employer's request or voluntarily, the Executive will promptly disclose to the Employer or its designee during the Executive's employment with the Employer, and for one year thereafter, all Employer Inventions that the Executive has created, contributed to or knows about, regardless of the nature of that knowledge, and regardless of whether such Employer Inventions, or any aspect of such Employer Inventions, have been described, committed to writing, or reduced to practice, in whole or part by any other person. At all other times, the Executive will treat Employer Inventions as Confidential Information (as defined in and in accordance with clause 14).

The Executive acknowledges that (except to the extent prohibited by or ineffective in law) all Employer Inventions and materials embodying any of them shall automatically belong to the Employer as from creation for the full term of those rights and (except to the extent prohibited by or ineffective in law). The Executive hereby assigns to the Employer all rights, title and interest to all Employer Inventions, which will be the sole and exclusive property of the Employer, whether or not subject to patent, copyright, trademark or trade secret protection. To the extent that Employer Inventions do not vest in or transfer to the Employer automatically pursuant to this Section, the Executive agrees to hold such property on trust for the Employer and shall ensure that (at the Employer's election) such rights are assigned to the Employer and/or that the Employer is granted an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sub-licensees) to practice such non-assignable rights, including, but not limited to, the right to use, reproduce, distribute, translate and modify any of the Employer Inventions. The consideration for such assignment and the assistance provided in this clause is the normal compensation by way of Remuneration due to the Executive by virtue of his employment with the Employer. The Executive will also disclose to Employer all inventions made, discovered, conceived, reduced to practice, or developed by the Executive, either alone or jointly with others, within six (6) months after the termination of employment with the Employer which resulted, in whole or in part, from the Executive's prior employment by Employer. Such disclosures will be received by the Employer in confidence to the extent such inventions are not assigned to the Employer pursuant to this clause.

The Executive will promptly execute, acknowledge and deliver to the Employer all additional instruments or documents that the Employer determines at any time to be necessary to carry out the intentions of this clause. Furthermore, whether during or after the Executive's employment with the Employer, the Executive will promptly perform any

acts deemed necessary or desirable by the Employer, at the Employer's expense, including formally assigning those rights to assist it in obtaining, maintaining, defending and enforcing any rights and/or assignment of Employer Inventions. The Executive hereby irrevocably designates and appoints the Employer and its duly authorized officers and agents, as the Executive's agent and attorney-in-fact to act for, on behalf of and instead of the Executive, to execute and file any documents, applications or related findings and to do all other lawfully permitted acts in furtherance of the purposes set forth above in this clause, including, without limitation, the perfection of assignment and the prosecution and issuance of patents, patent applications, copyright applications and registrations, trademark applications and registrations, or other rights in connection with such Employer Inventions and improvements thereto with the same legal force and effect as if executed by the Executive.

The Executive will retain all rights, title and interest in and to inventions that the Executive created and owned prior to service with the Employer as listed in Schedule 1.

At any time after notice is given by the Employer or the Executive to terminate the Executive's employment with the Employer, the Executive shall, at the request of the Board, resign from all offices that the Executive may hold as a director or officer of the Employer, and from all other appointments or offices that the Executive holds as nominee or representative of the Employer.

From the Commencement Date and at all times thereafter, the Executive will maintain the confidentiality of the Confidential Information. The Executive will not, without the Employer's prior written consent, directly or indirectly: (i) copy or use any Confidential Information for any purpose not within the scope of the Executive's work on the the Employer's behalf; or (ii) show, give, sell, disclose or otherwise communicate any Confidential Information to any person or entity other than the Employer unless such person or entity is authorized by the Employer to have access to the Confidential Information in question. These restrictions do not apply if the Confidential Information has been made generally available to the public by the Employer or becomes generally available to the public through some other normal course of events. All Confidential Information prepared by or provided to the Executive is and will remain the Employer's property or the property of the Employer’s customer to which they belong.

Upon request from the Employer or upon termination (for whatever reason), the Executive will immediately return to the Employer all Confidential Information, including all copies, and other property belonging to the Employer or any of its customers, including documents, disks, or other computer media in the Executive's possession or under the Executive's control. The Executive will also return any materials that contain or are derived from Confidential Information, or are connected with or relate to the Executive's services to the Employer or any of its customers.

The Executive acknowledges that, during the course of his employment with the Employer, he has and shall: (i) continue to acquire and use valuable trade secrets and/or confidential and proprietary information belonging to the Employer; and (ii) become acquainted and establish connections with the Employer's customers, suppliers, business contacts and key employees. During the period between the Commencement Date and one (1) year from and after the termination of Executive's employment with Employer for any reason, the Executive will not anywhere in the world, engage or participate, either individually or as an employee, consultant or principal, member, partner, agent, trustee, officer, manager, director, investor or shareholder of a corporation, partnership, limited liability company, or other business entity, in the capacity of a similar role and in a similar business/industry that competes with products or services provided by Employer or any Group Company during the one (1) year period prior to the date of the termination of employment. Nothing in this clause will be deemed to preclude the Executive from holding less than 1% of the outstanding capital stock of any corporation whose shares are publicly traded.

During the period between the Commencement Date and one (1) year from and after the termination of the Executive's employment with the Employer for any reason, the Executive will not, directly or indirectly, alone or on behalf of any person or business entity, hire or aid, encourage, advise, solicit, induce or attempt to induce any employee of the Employer, or any Group Company, to leave his or her employment with the Employer where such employee was in a managerial or executive capacity or key sales or key technical position over whom the Executive exercised control or with whom he had significant business contact or dealings during the one (1) year period prior to the Termination Date.

During the period between the Commencement Date and one (1) year from and after the termination of the Executive's employment with Employer for any reason, the Executive will not, directly or indirectly, alone or on behalf of any person or business entity, cause or attempt to cause any customer, prospective customer, vendor, supplier, or other business

contact of the Employer, or any Group Company (i) to terminate, limit, or in any manner adversely modify or fail to enter into any actual or potential business relationship with the Employer, or any Group Company or (ii) to enter into or expand any actual or potential business relationship with any competitor of the Employer, or any Group Company.

The Parties agree that the Executive's obligations under clauses 12 (Employer Inventions), 14 (Confidential Information), and 15 (Non-competition and Non-solicitation Covenants) of this Agreement will survive the termination of this Agreement and termination of the Executive's employment with the Employer, regardless of when such termination may occur and regardless of the reasons for such termination.

The Executive is entitled to the benefit of, and is obligated to perform, all of the Executive's responsibilities under Employer's personnel policies, rules, and practices in effect from time to time for all of its employees during the Term. For the avoidance of any doubt the

status of such policies, rules and practices is non-contractual and as such the Employer, at its sole discretion, may amend these from time to time.

No amendments to or of this Agreement will be effective unless they are mutually agreed in writing, and signed by the Executive and by an authorized officer of the Employer.

This Agreement shall be governed by and construed in accordance with the laws of the Emirate of Dubai and the UAE, and the courts in Dubai (excluding the DIFC Courts) shall have exclusive jurisdiction to hear and determine all disputes arising under this Agreement.

Where applicable, upon termination of the Agreement, the Employer will pay the Executive end of service gratuity in accordance with the UAE Labour Law.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless the writing so specifies.

The Executive represents and warrants to the Employer that, by entering into this Agreement or performing any of his obligations under it, he will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him.

This Agreement may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

A faxed or photocopied signature will have the same effect as an original signature.

The Executive has read the Agreement and has taken the time necessary to review completely and fully understand it. The Executive has had the unrestricted right and opportunity to have each and every paragraph, term, and provision of the Agreement and each and every result and consequence of its execution by the Executive fully explained to the Executive by legal counsel selected and retained solely by the Executive.

All amounts payable under this Agreement or otherwise by the Employer to the Executive shall be subject to the terms of Employer's "clawback" policies as in effect from time to time.

[signature page follows]

The undersigned fully understands the Agreement, accepts, and agrees to each and every paragraph, term, and provision contained in it, and fully accepts and agrees to it as binding Executive for any and all purposes whatsoever.

Employer: Quotient Middle-East and Africa FZ LLC

By: /s/ Manuel O. Méndez
Manuel O. Méndez
Chief Executive Officer

By: /s/ Mohammad El Khoury
Mohammad El Khoury
Chief Commercial Officer

SCHEDULE 1

EXISTING INVENTIONS