Exhibit 10.28
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the “Agreement”) by and between F-star Therapeutics, Inc. (“Client”) and Crimson Consulting, LLC and Darlene Deptula-Hicks, an individual (“Consultant”) is effective as of August 1, 2021 (the “Effective Date”).
RECITALS
WHEREAS the parties desire for the Client to engage Consultant to perform the services described herein and for Consultant to provide such services on the terms and conditions described herein; and
WHEREAS, the parties desire to use Consultant’s independent skill and expertise pursuant to this Agreement as an independent contractor;
NOW THEREFORE, in consideration of the promises and mutual agreements contained herein, the parties hereto, intending to be legally bound, agree as follows:
(whether in or outside the United States) and in such manner and on such occasion as the Client may from time to time reasonably require in connection with the provision of the Services.
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entity designated to receive such invoice by the Client (such designation to be made in writing by the Client) and shall include a time sheet identifying the number of hours of Services provided during the relevant period.
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or its Affiliates shall be the exclusive property of the Client or its Affiliates. Consultant agrees to disclose all Work Product or any other Intellectual Property made, authored, developed, conceived, reduced to practice or created by Consultant in connection with the Services, fully and in writing, to the Client promptly after development of the same, and at any time upon request. Consultant will not include property belonging to any third party in the Services, Work Product or any deliverables without Client’s prior written consent.
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performing services under this Agreement, except as provided herein. No part of Consultant’s compensation will be subject to withholding by Client for the payment of any social security, federal, state or any other employee payroll taxes. Client will regularly report amounts paid to Consultant with the appropriate taxing authorities, as required by law.
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interest of the Consultant. Consultant agrees: not to disclose to the Client or its Affiliates any knowledge, information, inventions, discoveries and ideas which Consultant possesses under an obligation of confidentiality to a third party; and to indemnify Client and its Affiliates from any and all loss or liability incurred by reason of the alleged breach by Consultant of any services agreement with any third party.
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Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law. All Confidential Information furnished to Consultant by Client or its Affiliates is the sole and exclusive property of Client or its suppliers or customers. Upon request by Client, Consultant agrees to promptly deliver to Client the original and any copies of such Confidential Information. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Client and Consultant, nothing in this Agreement shall limit Consultant’s right to discuss Consultant’s engagement with the Client or report possible violations of law or regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of Consultant’s engagement with others to the extent expressly permitted by applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure. Further, notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), Consultant shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or
(2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(90) days’ notice prior to the end of the prior Consulting Period or (b) unless earlier terminated as provided in this Agreement (i.e., Without Cause Termination or For Cause Termination).
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F-star Therapeutics, Inc.
Eddeva B920 Babraham Research Campus Cambridge, CB22 3AT
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Crimson Consulting, LLC
30 Crane Crossing Road Plaistow, NH 03865
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[The remainder of this page is intentionally blank. Signature page follows.]
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above.
“CLIENT”
F-STAR THERAPEUTICS, INC.
By: /s/Eliot Forster
Chief Executive Officer
“CONSULTANT”
CRIMSON CONSULTING, LLC
/s/ Darlene Deptula-Hicks
Name: Darlene Deptula-Hicks
Signature Page to Consulting Agreement
Exhibit A Data Protection
Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. The Consultant shall process any Personal Data in accordance with the Data Protection Legislation
the transfer;
Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
DocuSign Envelope ID: A6DDDC93-528A-4AD5-ACEF-C953A8490995
Scope/Subject matter
DocuSign Envelope ID: A6DDDC93-528A-4AD5-ACEF-C953A8490995
Annex 1 to Exhibit A
Processing, Personal Data and Data Subjects Processing by the Consultant
DocuSign Envelope ID: A6DDDC93-528A-4AD5-ACEF-C953A8490995
To ensure the Consultant can comply with the obligations to Client and provide the Services to Client as required by the Agreement.
Nature
Organization, structuring, storage, adaption or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, erasure or destruction of data.
Purpose of processing
To perform the Services. Duration of the processing The term of the Agreement. Types of personal data
In relation to existing and ex-staff of the Client or its Affiliates (including but not limited to employees, directors, consultants, temporary works, agency workers and apprentices), names, addresses, email addresses, dates of birth, NI number, employee number, telephone number, salary information and other financial data, performance records, training records, professional qualifications, employment history, benefits (such as medical insurance), images or photos and health data.
In relation to job applicants, contact details, including name, address, email address and telephone number, dates of birth, NI number, professional qualifications, employment history and images or photos.
Contact details of suppliers, including name, address, email address and telephone number. Health data of clinical trial subjects.
Contact details of customers, including name, address, email address and telephone number.
Contact details of investors, including name, address, email address, telephone number and financial information.
Categories of data subject
DocuSign Envelope ID: A6DDDC93-528A-4AD5-ACEF-C953A8490995
Existing and ex-staff of Client and its Affiliates (including but not limited to employees, directors, consultants, temporary works, agency workers and apprentices), job applicants, suppliers, clinical trial subjects, customers and investors.
DocuSign Envelope ID: A6DDDC93-528A-4AD5-ACEF-C953A8490995