Exhibit 10.3
QUANTUMSCAPE BATTERY, INC.
SCIENTIFIC ADVISORY BOARD AGREEMENT
This Scientific Advisory Board Agreement (this “Agreement”) is effective as of June 6, 2022 (the “Effective Date”) by and between QuantumScape Battery, Inc. (the “Company”) and Celina Mikolajczak (“Advisor”) (each herein referred to individually as a “Party,” or collectively as the “Parties”). For the purposes of this Agreement, the Company’s publicly listed parent corporation, QuantumScape Corporation, is referred to as “QuantumScape.”
The Company desires to retain Advisor as an independent contractor to serve on the Company’s Scientific Advisory Board (“SAB”) and provide services related to Advisor’s expertise in the areas of next generation solid state battery design, engineering and manufacturing (the “Field”). In consideration of the mutual promises contained herein, the Parties agree as follows:
Advisor will not disclose to the Company any information that Advisor is obligated to keep secret pursuant to any confidentiality agreement with a third party, and nothing in this Agreement will impose any obligation on the Advisor to the contrary.
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Upon the termination of this Agreement, or upon the Company’s earlier request, Advisor will promptly deliver to the Company, and will not keep in Advisor’s possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access such property, and any reproductions of any of the foregoing items that Advisor may have in Advisor’s possession or control. However, should Advisor later discover additional Company property in her inadvertent possession, she will return such property to the Company within three (3) business days thereafter. It is agreed that any such subsequent return of inadvertently retained Company property would not constitute a violation of this Agreement.
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IN NO EVENT SHALL THE COMPANY BE LIABLE TO ADVISOR OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
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QuantumScape Battery, Inc.
1730 Technology Drive
San Jose, CA 95110
Attention: Chief Legal Officer
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IN WITNESS WHEREOF, the Parties hereto have executed this Scientific Advisory Board Agreement as of the date(s) below.
ADVISOR
| QUANTUMSCAPE BATTERY, INC. |
By: /s/Celina Mikolajczak | By: /s/Michael McCarthy |
Celina Mikolajczak | Michael McCarthy |
| Chief Legal Officer and |
| Head of Corporate Development |
Date: June 6, 2022 | Date: June 6, 2022 |
|
|
ALSO APPROVED |
|
| QUANTUMSCAPE CORP. |
| By: /s/Michael McCarthy |
| Michael McCarthy |
| Chief Legal Officer and |
| Head of Corporate Development |
| Date: June 6, 2022 |
Address for Notice to Advisor:
189 Glasgow Lane, San Carlos, CA 94070
celinamik.sc@gmail.com
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