Exhibit 10.20
MASTER SERVICES AGREEMENT
THIS MASTER SERVICES AGREEMENT (this “Agreement”) is made as of November 15, 2022 (the “Effective Date”) by and between Invivyd, Inc., a Delaware corporation with a principal office at 1601 Trapelo Road, Suite 178, Waltham, MA 02451 (“Invivyd”), and Population Health Partners, L.P., a Delaware limited partnership, with a principal office at 1200 Morris Turnpike, Suite 3005, Short Hills, NJ 07078 (“PHP”).
Invivyd and PHP desire that PHP provide Invivyd with certain services (the “Services”) and create certain deliverables (the “Deliverables”) from time to time in accordance with the terms of this Agreement. In consideration of the agreements and mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Invivyd and PHP agree as set forth herein.
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3. Representations and Warranties by Invivyd and PHP.
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4. Compensation.
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5. Proprietary Rights.
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(a) is or later becomes generally available to the public by use, publication or the like, through no violation of this Agreement on the part of Recipient, its Affiliates or its Representatives;
(b) is disclosed without restriction to Recipient, its Affiliates or Representatives by a third party who is in legal possession of such information and whose disclosure to Recipient, its Affiliate or Representative does not, to the knowledge of Recipient, violate any contractual, legal or fiduciary obligation to Disclosing Party or any third party;
In the event that Recipient is required by law or court order to disclose any Confidential Information, Recipient will, to the extent permissible, give Disclosing Party prompt notice thereof so that Disclosing Party may, at its sole cost and expense, seek an appropriate protective order to obtain confidential treatment for such disclosed information. In addition, Recipient will, at Disclosing Party’s sole cost and expense, (i) take all reasonable actions to obtain confidential treatment for any disclosed Confidential Information; (ii) reasonably cooperate with Disclosing Party in its efforts to seek such a protective order; and (iii) limit such disclosure of Disclosing Party’s Confidential Information to the fullest extent permitted under applicable law based on the advice of counsel.
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7.3 Indemnification Procedures. The party seeking to be indemnified (the “Indemnified Party”) will provide prompt written notice of a Claim or events likely to give rise to a Claim to the party with the obligation to indemnify (the “Indemnifying Party”) (in any event within sufficient time so as not to prejudice the defense of such Claim). The Indemnifying Party shall be given the opportunity at all times to control the defense of the Claim, with the cooperation and assistance of the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any Claim with an admission of liability or wrongdoing by the Indemnified Party without such party’s prior written consent.
7.5 Insurance. Each party will carry, with financially sound and reputable insurers, sufficient and customary insurance coverage (including, but not limited to, comprehensive general liability and workers' compensation) to secure the performance of its obligations under this Agreement and upon request, each party will provide certificates of insurance evidencing such coverage.
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(a) In the case of a termination, PHP will cease all Services in progress in an orderly manner as soon as practical and use commercially reasonable efforts to cancel or otherwise limit any related costs or expenses (including any obligations to third parties); provided, however, that if Invivyd provides specific wind-down instructions or instructions that Services in
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progress should be completed, then this Agreement and the applicable Work Order shall not terminate until such Services are completed;
(b) Promptly following Invivyd’s written request, PHP will deliver to Invivyd or, at Invivyd’s option, dispose of, any Materials in its possession or control and all Deliverables developed through termination or expiration;
(c) No later than sixty (60) days after the date of termination or the completed performance of any wind-down instructions from Invivyd, PHP shall provide Invivyd with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received to determine any and all amounts owed to or by each party. Invivyd will pay PHP all unpaid (and undisputed, to the extent such Work Order contains provisions relating to fee disputes) fees for Services performed and all permitted reimbursable expenses through the termination date in accordance with the provisions of this Agreement and any applicable Work Order(s). In addition, Invivyd will reimburse PHP for all reasonable, non-cancellable obligations to third parties incurred by PHP in the course of its performance of Services and any reasonable costs incurred in connection with performing Invivyd’s wind-down instructions, in each case in accordance with the provisions of this Agreement. PHP will promptly refund any monies paid in advance by Invivyd for Services not rendered and in excess of any applicable payments owed by Invivyd under this Agreement or any applicable Work Order(s). Any net amount owed by either party will be paid within sixty (60) days following receipt of the itemized accounting; and
(d) Promptly following Disclosing Party’s written request, Recipient will return to Disclosing Party and/or destroy, at Recipient’s option, all Confidential Information and all tangible items to the extent containing such Confidential Information, and all copies thereof in the possession or control of Recipient, Recipient’s Affiliates, Representatives or any Permitted Subcontractors, provided to Recipient under this Agreement or under any Work Order which has been terminated or has expired; provided, however, that Recipient may retain one (1) copy in the separate files of Recipient’s legal counsel solely for legal compliance purposes and with respect to electronic copies, Recipient shall (i) be obligated to use only commercially reasonable efforts to remove all active copies and (ii) not be obligated to delete archival copies retained in accordance with its normal procedures, or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to the confidentiality and non-use obligations set forth herein. Upon Disclosing Party’s request, an authorized representative of Recipient shall certify to Recipient’s compliance with this Section 8.4(d).
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9.2 Non-solicitation. During the Term and for a period of one (1) year thereafter:
As used herein, the term “solicit” shall (a) include, without limitation, requesting, knowingly encouraging, assisting or causing, directly or indirectly any such employee to terminate such person’s employment by Invivyd (in the case of PHP) or PHP (in the case of Invivyd), and (b) exclude any general solicitation through public advertisements or media, or recruitment efforts conducted by an employment agency. This Section 9.2 shall not apply to any employee who (x) approaches PHP on an unsolicited basis following the cessation of such person’s employment by Invivyd, or (y) approaches Invivyd on an unsolicited basis following the cessation of such person’s employment by PHP.
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9.10 Force Majeure. To the extent either party is delayed or hindered in or prevented from the performance of any of its obligations required under this Agreement by reasons of strike, lockouts, inability to procure materials, failure of power or restrictive government or judicial order or decrees, riots, insurrection, war, terrorism, acts of God, pandemics, epidemics or any similar reason or cause beyond the party’s reasonable control, then performance of such obligations shall be excused for the duration of such delay, hindrance or prevention. The party whose performance is affected shall provide notice to the other party of the commencement and termination of the reason or cause. If such delay, hindrance or prevention continues in excess of thirty (30) days, either party may terminate the affected Services by providing written notice of such termination to the other party.
9.11 Waiver. The delay or failure of by either party to exercise or enforce any of its rights under this Agreement or any Work Order shall not constitute or be deemed to be a waiver of that party’s right to enforce those rights, nor shall any single or partial exercise of any such rights preclude any other or further exercise thereof or the exercise of any other right. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against which it is being enforced.
9.12 Severability. If any of the provisions of this Agreement are determined to be invalid, illegal or unenforceable, such provision shall be enforced only to the extent it is otherwise enforceable or is not illegal, and all such other provisions of this Agreement shall remain in full force and effect.
9.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Copies of signatures to this agreement delivered electronically (for example, in portable document format (.pdf) or by facsimile) shall have the same force and effect as an originally executed signature. Any fully executed copy of this Agreement will be deemed an original.
9.14 Electronic Records and Signature. The parties intend that federal and state laws validating their ability to form assent and commit electronically to be bound by the obligations described herein shall apply to this Agreement and any Work Order to the fullest extent possible. The parties further agree that an electronic signature is the legal equivalent of a manual signature on this Agreement or any Work Order, and that selecting “SIGN” constitutes their electronic signatures. The parties also agree that no certification authority or other third party verification is necessary to validate their electronic signatures and that the lack of such certification or third
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party verification will not in any way affect the enforceability of their electronic signatures or any resulting contract between the parties.
9.15 Headings. The section headings are intended for convenience of reference only and are not intended to affect the meaning or interpretation of this Agreement.
9.16 Survival. The following Sections of this Agreement shall survive the expiration or early termination of this Agreement as allowed by law: 3.1.5 (Absence of Debarment), 5 (Proprietary Rights), 6 (Confidential Information), 7 (Indemnification), 8.1 (Term), 8.4 (Effect of Termination or Expiration), 9.2 (Non-solicitation), 9.3 (Remedies), 9.4 (Governing Law), 9.12 (Severability), and 9.15 (Headings).
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The parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
INVIVYD, INC. POPULATION HEALTH PARTNERS, L.P.
By /s/ David Hering By: Population Health Partners GP, LLC
Print Name David Hering By: /s/ Chris Cox
Name: Chris Cox
Title CEO Title: Managing Member
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