EXHIBIT 10.21
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
In consideration of my employment or continued employment by IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”), the compensation paid to me now and during my employment with the Company, and the Company’s agreement to provide me with access to its Confidential Information (as defined below), I hereby enter into this Employee Confidential Information and Invention Assignment Agreement (the “Agreement”) and agree as follows:
Employee Confidential Information and Inventions Assignment Agreement
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Employee Confidential Information and Inventions Assignment Agreement
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I agree that for purposes of this Agreement, a “Customer or Potential Customer” is any person or entity who or which used or inquired of the Company’s services at any time during the twenty-four (24) month period preceding the termination of my employment with the Company. I acknowledge and agree that the Customers or Potential Customers did not use or inquire of the Company’s services solely as a result of my efforts, and that the efforts of other Company personnel and resources are responsible for the Company’s relationship with the Customers or Potential Customers. I further acknowledge and agree that the identity of the Customers or Potential Customers is not readily ascertainable or discoverable through public sources, and that the Company’s list of Customers or Potential Customers was cultivated with great effort and secured through the expenditure of considerable time and money by the Company.
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Employee Confidential Information and Inventions Assignment Agreement
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Employee Confidential Information and Inventions Assignment Agreement
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[signatures to follow on next page]
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This Agreement will be effective as of my first day of service with the Company.
| EMPLOYEE: |
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| I have read this agreement carefully and understand its terms. I have completely filled out Exhibit A to this Agreement. |
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| /s/ Kate Rochlin |
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| (Signature) |
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| 12/31/2020 |
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Employee Confidential Information and Inventions Assignment Agreement
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Exhibit A
Prior Inventions
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| No inventions or improvements. |
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| See below: |
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| Ala-Gln for the treatment of chemotherapy and radiation induced side-effects |
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| Citrate based beverages for the prevention and treatment of kidney stones |
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| IgE for use in allergy diagnosis, specifically local allergy |
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| DARPins for use in the diagnosis of IgE mediated disease |
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| Additional sheets attached. |
| Invention or Improvement |
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| Relationship |
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| Additional sheets attached. |
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| Disclosures of company advisory roles or board positions | |||
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| Immunovent/ Intrommune/Allovate - Scientific and Strategic Advisor | |||
| MedBiome – Business Advisor |
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| Y2X Life Sciences – Scientific Advisor |
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| The Solution Lab – Board of Directors |
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| Date: |
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| /s/ Kate Rochlin |
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| Signature |
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| Name of Employee (typed or printed) |
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Employee Confidential Information and Inventions Assignment Agreement
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December 21, 2020
Kate M. Rochlin, PhD
414 W. 54th Street, Apt. PhD
New York, NY 10019
kate.rochlin1000@gmail.com
Dear Kate:
This Employment Terms Letter confirms the terms of your employment with IN8Bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”) and supersedes the offer letter you signed on August 19, 2020 (the “Offer Letter”).
You will serve as Vice President, Operations and Innovation, reporting to the Company’s Chief Executive Officer. Your duties continue to be those duties customarily given to persons of such position for companies of similar nature to the Company and such other duties that may be agreed upon by the Company and yourself. You will work primarily from the Company’s offices located in New York, New York; provided that the Company reserves the right to require periodic business travel. Of course, the Company may change your title, position, reporting line and duties from time to time in its sole discretion. As you know, your employment commenced on August 24, 2020.
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The periodic salary payments described above do not affect your status as an at-will employee of the Company. The Company may terminate your employment, for any reason or no reason at all, without notice or further obligation hereunder. As a Vice President, you are required to provide at least 30 days’ written notice of your intention to terminate your employment (the “Notice Period”). However, if, at the time of your termination, your title is other than a Vice President, the amount of notice you are required to give will be governed by the Company’s policies in effect at the time. Your fiduciary duties and your obligations to the Company as an employee will continue, and you will cooperate in the transition of your responsibilities. The Company shall have the right, in its sole discretion, to direct that you no longer come in to the office during the Notice Period or to shorten the Notice Period.
If you fully comply with the above terms of your Notice Period requirement, the Company will pay you a lump sum equal to your accrued but unused PTO, at the rates then in effect, less standard deductions and withholdings, within thirty (30) days after your last date of employment.
In connection with your employment with the Company, you have received and had access to Company confidential information and trade secrets. Accordingly, you acknowledge and agree that you signed, were bound by, and abided by the terms of the Employee Confidential Information and Invention Assignment Agreement, which you executed on August 19, 2020 (the “Prior CIIAA”). Notwithstanding, in consideration of your continued access to confidential and trade secrets, you agree to review the enclosed Employee Confidential Information and Inventions Assignment Agreement and execute it on even date herewith (the “CIIAA”).
You agree to keep, and to instruct any counsel representing you in your negotiations with the Company to keep, this Employment Terms Letter and its terms strictly confidential and not to disclose or discuss this Employment Terms Letter, its terms, or any of the discussions relating to it, with anyone; provided, however, that you may: (1) discuss this Employment Terms Letter and its terms with your counsel, immediate family, and financial and tax advisors; or (2) disclose this offer letter and its terms as mandated by legal process or by law. In addition, you agree to inform any prospective employer’s General Counsel, Head of Human Resources, or if no such positions exist, your hiring contact, of your post-employment obligations to the Company. You agree that prior to disclosing this offer letter or its terms to a third party, you will advise the third party of the confidentiality obligations set forth in this Section and instruct the third party to keep this Employment Terms Letter and its terms strictly confidential.
We ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case. Moreover, you agree that, during
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the term of your employment with the Company, you will not engage in any other employment, occupation, consulting, or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third-party confidential information to the Company, including that of your former employer, and that you will not in any way utilize any such information in performing your duties for the Company.
The Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. Your employment, therefore, is contingent upon a clearance of such a background investigation and/or reference check, if any. You agree to assist as needed and to complete any documentation at the Company’s request to meet these conditions. In addition, you acknowledge that you provided the Company with documentary evidence of your identity and eligibility for employment in the United States, and reaffirm that you remain eligible for employment in the United States.
To ensure the timely and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this letter agreement, the CIIAA, or your employment, or the termination of your employment, including but not limited to all statutory claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in New York, New York by Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules (at the following web address: https://www.jamsadr.com/rules-employment-arbitration/); provided, however, this arbitration provision shall not apply to sexual harassment claims to the extent prohibited by applicable law. A hard copy of the rules will be provided to you upon request. By agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this provision, whether by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that you will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. You and the Company shall equally share all JAMS’ arbitration fees. To the extent JAMS does not collect or you otherwise do not pay to JAMS an equal share of all JAMS’ arbitration fees for any reason, and the Company pays JAMS your share, you acknowledge and agree that the Company shall be entitled to recover from you half of the JAMS arbitration fees invoiced to the parties (less any amounts you paid to JAMS) in a federal or state court of competent jurisdiction. Each party is responsible for its own attorneys’ fees, except as expressly set forth in your CIIAA. Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent applicable law prohibits mandatory arbitration of sexual harassment claims, in the event you intend to bring multiple claims, including a sexual harassment claim, the sexual harassment claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration.
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You agree to permit the Company, and persons or other organizations authorized by the Company, to use, publish and distribute advertising or sales promotional literature concerning the products and/or services of the Company in which your name and/or pictures of you appear. You hereby waive and release any claim or right you may otherwise have arising out of such use, publication or distribution.
You will be entitled to indemnification from the Company pursuant to, and in accordance with the terms of, (i) the Company’s charter and bylaws, to the extent that indemnification of you is provided for therein, and (ii) any D&O insurance policy covering you purchased by the Company.
This letter, along with the CIIAA, constitutes the entire agreement between you and the Company with respect to the subject matters referred to herein, and supersedes all prior or contemporaneous negotiations, promises, covenants, agreements and representations of every kind or nature with respect thereto, all of which have become merged and finally integrated into this agreement, including, but not limited to, the Offer Letter and the Prior CIIAA. The provisions in this agreement are severable. Any provisions in this agreement held to be unenforceable or invalid in any jurisdiction shall not affect the enforceability of the remaining provisions of this agreement. In addition, if any provision of this agreement is held to be excessively broad as to degree, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
If the above terms are acceptable to you, we request that you signify your acceptance of the terms of this letter by signing and dating the copy enclosed and returning it to the Company.
Sincerely, |
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/s/ William Ho |
William T Ho, |
Chief Executive Officer |
AGREED TO AND ACCEPTED BY: |
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| 12/31/2020 |
/s/ Kate Rochlin |
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Kate M. Rochlin, PhD |
| DATE |
Enclosures
Employee Confidential Information and Inventions Assignment Agreement
Employee Confidential Information and Inventions Assignment Agreement
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