Exhibit 10.7
CONSULTING SERVICES AGREEMENT
This CONSULTING SERVICES AGREEMENT (the “Agreement”) is entered into and effective on this 11th day of October 2023 (the “Effective Date”) by and between iAnthus Capital Management, LLC (“ICM”) and iAnthus Capital Holdings, Inc. (“ICH” and together with ICM, the “Company”) and Robert Galvin (the “Consultant”). Company and Consultant may be referred to individually as a “Party” or collectively as the “Parties”.
RECITALS
WHEREAS, Consultant was employed by the Company since 2019 and served as Interim Chief Operating Officer since November 2020;
WHEREAS, Consultant’s employment with the Company terminated on October 11, 2023 and the Company desires to engage Consultant to provide certain transitional consulting services, as needed;
WHEREAS, Consultant has agreed to perform consulting work for the Company in providing support for certain transitional services defined by the Company;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agrees as follows:
Confidential Information are essential to the performance of Consultant’s duties to Company. At all times during Consultant’s engagement and thereafter, Consultant shall hold in strictest confidence and shall not disclose, use, or publish any Confidential Information, except as such disclosure, use, or publication is required in connection with Consultant’s work for Company, or unless otherwise agreed upon by Company in writing. Consultant shall obtain Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to Consultant’s work at Company and/or incorporates or in any way references any Confidential Information. Consultant hereby irrevocably, assigns, conveys and transfers to Company any rights Consultant may have or acquire in such Confidential Information and agrees that all Confidential Information shall be the sole and exclusive property of Company and its assigns.
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Consultant’s engagement with Company, Company shall pay reasonable compensation to Consultant for time spent by Consultant for such purpose.
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Consultant further agrees that any property situated on Company’s premises and owned by Company, including disks and other storage media, filing cabinets, or other work areas, is subject to inspection by Company personnel at any time with or without notice.
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[Signature Page Follows]
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CONSULTANT UNDERSTANDS THAT THIS AGREEMENT RESTRICTS CONSULTANT’S RIGHTS TO DISCLOSE OR USE COMPANY’S CONFIDENTIAL INFORMATION DURING AND SUBSEQUENT TO CONSULTANT’S ENGAGEMENT.
CONSULTANT HAS READ THIS AGREEMENT CAREFULLY AND FULLY UNDERSTANDS ITS TERMS.
IN WITNESS WHEREOF, the Parties have executed as of the Effective Date.
CONSULTANT
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/s/ Robert Galvin |
Robert Galvin |
Address of Notice for Consultant
49 Basswood Road
Farmington, CT 06032
Tel. No: (513) 262-3052
iAnthus Capital Management, LLC
iAnthus Capital Holdings, Inc.
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/s/ Richard Proud |
Richard Proud |
Chief Executive Officer |
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Address of Notice for Company
49 East 12th Street
11th Floor
New York, NY 10017
Attn: Andrew Ryan
Email: Andrew.Ryan@ianthus.com
EXHIBIT A
In addition, Company shall reimburse Consultant for all reasonable expenses Consultant incurs in connection with performing the Services and in accordance with Company’s Travel and Expense policy. To obtain reimbursement for expenses incurred during the execution of Consultant’s work, Consultant shall submit to Company an invoice listing all expenses along with any and all receipts. Company shall provide Consultant with the Travel and Expense policy. Company shall pay to Consultant invoiced undisputed amounts within thirty (30) after the date of invoice.