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Certain information marked as [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential CONSULTING AGREEMENT This CONSULTING AGREEMENT

Key Takeaway: Certain information marked as [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential CONSULTING AGREEMENT This CONSULTING AGREEMENT ("Agreement") is made by and between Precision BioScience

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Certain information marked as [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential
CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is made by and between Precision BioSciences, Inc., a Delaware corporation having a place of business at 302 East Pettigrew Street, Dibrell Building, Suite A-100, Durham, NC 27701 ("Company"), and Dr. David Thomson, an individual having an address at [***] as of July 2, 2021 (the "Effective Date").
The Company desires to retain the services of the Independent Contractor, and the Independent Contractor desires to perform certain services for the Company. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:
The Company hereby engages the Independent Contractor, and the Independent Contractor accepts the engagement to provide the Company with such consulting, advisory and related services as may reasonably be requested by the Company from time to time ("Services"). All Services will be performed by Independent Contractor in a diligent and professional manner.
In consideration of the Services to be performed by the Independent Contractor under this Agreement, the Company will pay the Independent Contractor the flat rate of $400 per hour for time spent on mutually accepted Services, with a minimum payment for 20 hours of Services per month (the "Monthly Minimum Payment"), and payment at the $400 hourly rate for each hour in excess of the Monthly Minimum Payment. The Independent Contractor shall submit written, signed reports of the time spent performing Services, itemizing in reasonable detail the dates on which Services were performed, the number of hours spent on such dates and a brief description of the Services rendered. The Company shall pay the Independent Contractor the amounts due on a monthly basis pursuant to submitted reports, within 30 days of receipt thereof. Independent Contractor will also be entitled to continued vesting of any outstanding unvested stock options held by the Independent Contractor as of July 2, 2021 through October 2, 2021 and the right to exercise any vested stock options (after giving effect to the foregoing continued vesting) held by the Independent Contractor as of October 2, 2021 shall be extended until January 2, 2022, subject in all events to earlier termination of this Agreement pursuant to Section 10 hereof or in connection with a corporate transaction or event in accordance with the terms of such stock options.
The Independent Contractor will be reimbursed for ordinary and necessary expenses incurred by the Independent Contractor in the performance of Services hereunder that have been expressly approved in advance by the Company ("Expenses"), provided that the Independent Contractor has furnished such documentation for authorized expenses as the Company may reasonably request. The Independent Contractor shall submit written documentation and receipts where available, itemizing the dates on which expenses are incurred. The Company shall pay the Independent Contractor the amounts due pursuant to submitted reports, within 30 days receipt thereof.
The Independent Contractor represents and warrants that the Independent Contractor has the right and unrestricted ability to enter this Agreement and to perform all of its obligations contained herein. Without limiting the foregoing, the Independent Contractor represents and warrants that it has the right to assign the entire right, title and interest in and to the Work Product to the Company pursuant to Section 4.
The Independent Contractor represents and warrants that neither Independent Contractor nor any of its employees nor any other person engaged by it to perform the Services:
(ii) convicted of a crime for which a person or entity can be debarred or disqualified under the Acts, in any capacity in connection with the Services.
The Independent Contractor shall immediately notify the Company if it becomes aware of any circumstances that may cause the foregoing representation and warranty to become untrue, including if the Independent Contractor or any such other person comes under investigation by any governmental agency for debarment or disqualification or is debarred or disqualified.
The Independent Contractor's relationship with the Company is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. The Independent Contractor shall not be entitled to any of the benefits that the Company may make available to its employees, including, but not limited to, group health or life insurance, profit sharing, or retirement benefits, except as expressly stated in this Agreement. The Independent Contractor is not authorized to make any representation, contract, or commitment on behalf of the Company unless specifically requested or authorized in writing to do so by an executive officer of the Company. The Independent Contractor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state, or local tax authority with respect to the performance of services and receipt of fees under this Agreement. The Independent Contractor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. The Company will not withhold for the payment of any social security, federal, state, or any other
employee payroll taxes payable with respect to the Independent Contractor. The Company will, as applicable, regularly report amounts paid to the Independent Contractor by filing Form 1099-MISC with the Internal Revenue Service as required by law.
The Independent Contractor represents that he/she has the right and authority to enter into this Agreement and by doing such will not be in breach of any existing agreements. The Independent Contractor will not accept work, enter into a contract, or accept an obligation from any third party that is inconsistent with the Independent Contractor's obligations under this Agreement.
The Independent Contractor shall indemnify and hold the Company harmless from all claims, losses, damages, expenses, fees (including reasonable attorneys' fees), costs and judgments that may be asserted against or incurred by the Company that result from the acts or omissions of the Independent Contractor and its agents.
The Company shall indemnify and hold the Independent Contractor harmless from all claims, losses, damages, expenses, fees (including reasonable attorneys' fees), costs and judgments that may be asserted against or incurred by the Independent Contractor that result from the acts or omissions of the Company and its agents. (As explained in Paragraph 7, the Independent Contractor is not an agent of the Company.)
The Independent Contractor may not subcontract or otherwise delegate its obligations under this Agreement or assign this Agreement without the Company's prior written consent, and any attempt without such consent shall be null and void. This Agreement will be for the benefit of the Company's successors and assigns, and subject to the foregoing sentence, will be binding on the Independent Contractor's assignees.
Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally;
(i)by overnight courier upon written verification of receipt; (iii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth below or such other address as either party may specify in writing.
This Agreement shall be governed by and constructed in accordance with the laws of the State of North Carolina, excluding that body of law known as choice of law, and shall be binding upon the parties hereto in the United States and worldwide. The state courts located in Wake County, North Carolina, or the federal district court for the Eastern District of North Carolina located in Raleigh, North Carolina, shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. The parties consent to personal jurisdiction of such courts and service of process being affected by registered mail sent to the address set forth at the beginning of this Agreement.
Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
The waiver by the Company of a breach of any provision of this Agreement by the Independent Contractor shall not operate or be construed as a waiver of any other or subsequent breach by the Independent Contractor.
The Independent Contractor's obligations under this Agreement are of a unique character that gives them particular value; breach or any threatened breach of any of such obligations will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law; and, in the event of such breach, the Company will be entitled to injunctive relief and/or a decree
for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).
This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all services undertaken by the Independent Contractor for the Company. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing. This Agreement and any related amendments may be executed and delivered by facsimile or PDF and in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one document.
[signature page follows on the next page]
[Signature Page to Consulting Agreement]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Precision BioSciences, Inc.
Title: CEOIndependent Contractor
Title: Independent Contractor
Last updated: Jul 2, 2021