KAMBRIA - We are waiting for your assistance. Explore our Advisor invitation and get on board today!
Join our mission to shape the future of technology where technology is open and contributes more to society. We are building a way for community to co-own technology with Kambria DAOs initiative.
If you are interested in becoming a member of Kambria Advisory Board, please fill out the Advisor Onboarding Form below:
Terms of the Advisory Agreement
In consideration of the foregoing and the mutual promises and covenants contained in this Agreement, the Company and Advisor agree to the following:
1. Engagement of services
The Company hereby appoints Advisor as a member of the Advisory Board to advise the Company. Advisor, pursuant to the provisions of this Agreement, agrees to serve as a member of the Advisory Board. Such services will include discussions with Company management and may include attendance at Advisory Board Meetings; additionally, Advisor shall provide such other clinical and technical advice as the parties may mutually agree (all the foregoing shall collectively be referred to herein as the “Services”). The Company recognises that Advisor may from time to time be unable to attend Advisory Board meetings due to Advisor’s other obligations. Advisor will perform the foregoing Services for the Company in good faith and to the best of Advisor’s ability.
The Advisor at their own discretion may participate in promotional/marketing/growth, and fundraising activities and also help to grow the reach, exposure, influence and overall value of the Company through strategic collaborations and partnerships after seeking approval from the company’s COO or CEO.
2. Additional activities
2.1. During the period in which Advisor provides Services to the Company under this Agreement (the “Advising Period”), Advisor will not directly or indirectly (whether for compensation or without compensation) engage in or provide consulting services to any entities conducting any business activity directly relating to products, processes or techniques related to the Company business (the “Field”); provided, however, that the foregoing shall not prevent Advisor from engaging in any academic research, teaching or related activity in the Field.
2.2. An Advisor can also be an Investor in the Company. After the initial lock-in period, if the Advisor wants to liquidate their released tokens, they shall give the Company the right of first refusal and give 30 days for the company to manage the Buy-Back at the current established value. The company reserves the right to accept the buy-back or refuse it within 30 days. However, if the Company refuses the Buy-Back, the Advisor can sell the tokens responsibly so as to avoid a token value depreciation.
2.3. During the Advising Period, and one year thereafter, Advisor will not, directly or indirectly (whether for compensation or without compensation) recruit, solicit or induce, or attempt to induce, any employee or contractor of the Company to terminate their employment or contractual relationship with the Company.
2.4. The restrictions set forth in Sections 2.1, 2.2 and 2.3 are considered by the parties to be reasonable for the purposes of protecting the business of the Company. However, if any such restriction is found by any court of competent jurisdiction to be unenforceable because its duration, range of activities or geographic area is too extensive, Sections 2.1, 2.2 and 2.3 shall be interpreted to extend for the maximum period of time, range of activities or geographic area enforceable by law.
3. Revenue sharing
The Advisor is an active member of the Web3 space and therefore has the opportunity to bring in several projects seeking products and services by Kambria DAOs.
It is so agreed between both parties that the net profit from the business brought in by the Advisor shall be split in the ratio of 90:10.
90% will be kept with the company and 10% will be shared with the Advisor on their KAT Wallet account within 14 days of realization of funds.
Additionally, for investments brought in by the consultant, the Company agrees to pay a 2.5% commission on investments higher than USD 300K, 2% on investments between USD 100-299K and 1% of USD 10K-99K to the consultant, subject to applicable withholding taxes.
4. Company’s rights
4.1. During the term of this Agreement, the Advisor may receive and otherwise be exposed to information regarding the patents, trade secrets, technology and business of the Company. Advisor, therefore, agrees that all Proprietary Information (as defined in Section 4.2), whether presently existing or developed in the future, whether or not patentable or registrable under copyright law, shall be the sole property of the Company and its assigns and that the Company and its assigns shall be the sole owner of intellectual property and other rights in connection with such Proprietary Information.
4.2. “Proprietary Information” includes, without limitation, any information created, discovered, developed, or otherwise known to the Company, all inventions, works of authorship, trade secrets, business plans, confidential knowledge, data or any other proprietary information of the Company and any information assigned or otherwise conveyed to the Company by another entity.
By way of illustration, but not limitation, Proprietary Information specifically includes inventions, developments, designs, applications, improvements, tradesecrets, formulae, ideas, know-how, methods or processes, discoveries, techniques and data (hereinafter collectively referred to as “Inventions”); information regarding plans for research, development, new products, marketing and selling business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and information regarding the skills and compensation of employees of the Company.
5. Recognition of company’s rights
Advisor agrees not to reproduce Proprietary Information in any format, except as necessary for Advisor’s performance of Services.
During the term of this Agreement and after its termination, the Advisor will keep in confidence and trust all Proprietary Information. Advisor shall not use or disclose to any third party, Proprietary Information or anything related to such information without the prior written consent of the Company unless such actions are required in the ordinary course of performing Services for the Company pursuant to this Agreement.
Advisor agrees not to disclose, without the prior written consent of the Company the terms and conditions under which Advisor will provide Services under this Agreement. The Advisor may disclose the fact that the Advisor serves on the Advisory Board.
6. Non Disclosure of third-party information
The Advisor understands that the Company has received, and in the future will receive, information from third parties that is confidential or proprietary (“Third-Party Information”). Advisor recognises the Company’s duty to maintain the confidentiality of such information. During the term of this Agreement and thereafter, Advisor will hold Third-Party Information in the strictest confidence and will not disclose or use Third-Party Information except as permitted by the agreement between the Company and such third party, and as necessary for performing Services under this Agreement, unless expressly authorized to act otherwise by a written statement of an officer of the Company.
7. No conflicting obligation; Publication
Advisor hereby certifies that Advisor’s performance of all of the terms of this Agreement and the Services will not breach or conflict with any agreement to keep the proprietary information of another entity in confidence.
Advisor certifies that Advisor has not and will not enter into any agreement either written or oral, in conflict with this Agreement. Absent a conflict of interest, Advisor is free to provide services to any other entity during the performance of this Agreement.
8. No improper use of materials
Advisor agrees not to bring to the Company or to use in the performance of Services any materials or documents of a present or former employer of Advisor, or Advisor’s employees, or any materials or documents obtained by Advisor under an obligation of confidentiality imposed because of another of Advisor’s contracting relationships unless such materials or documents are generally available to the public or Advisor has authorisation from such present or former employer or client for the possession and unrestricted use of such materials. Advisor understands that Advisor is not to breach any obligation of confidentiality that Advisor has to present or former employers and agrees to fulfill all such obligations during the term of this Agreement.
9. Advisor representation
The Company and Advisor represent and agree that Advisor is an independent contractor and not an agent or employee of the Company. Advisor has no authority to act on behalf of the Company or obligate the Company by contract or otherwise.
The Advisor represents, warrants and covenants that the Advisor has the full power and authority to enter, execute and perform this Agreement, and the execution and performance of this Agreement by the Advisor shall not violate any law or agreement to which the Advisor is a party or by which it is otherwise bound.
10. Term and Termination
Either party may terminate this Agreement at will upon thirty (30) days written notice to the other.
11. Effect of termination
Upon the expiration of this Agreement, each party shall be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that any termination of this Agreement shall not relieve Advisor of Advisor’s obligations under Sections 2.2, 4, 5, and 6 hereof.
Upon any termination of this Agreement pursuant to Section 10, Advisor shall promptly deliver to the Company all documents and other materials of any nature in Advisor’s possession pertaining to the Services, together with all documents and other items containing or pertaining to any Proprietary Information. Advisor shall not retain copies of any such documents or other materials after the termination of this Agreement.
12. Governing law and Severability
This Agreement shall be governed under applicable U.S. federal law and the laws of the State of California, without regard to conflicts of laws principles. If one or more of the provisions in this Agreement are deemed unenforceable by law, then such provision will be deemed stricken from this Agreement and the remaining provisions will continue in full force and effect.
The Advisor shall indemnify, defend and hold the Company, its subsidiaries, affiliates, and their respective officers, directors, agents and employees harmless from and against all claims, damages, liabilities, costs, losses and expenses, including reasonable attorneys’ fees and expenses incurred by such party owing to a breach by the Advisor of his/her representations, warranties, undertakings or obligations under this Agreement or arising as a result of any negligence or fraud by the Advisor.
In no event shall the Company be liable for any punitive or special damages whatsoever, including without limitation, damages for loss of business profits, business interruption, loss of business information, and the like, arising out of this agreement, even if such party has been advised of the possibility of such damages. The parties understand and agree that the internet is inherently unsafe; consequently, under no circumstances will either party be responsible for any damage, loss, or injury resulting from (a) hacking, tampering, or other unauthorized access or use of the platform not caused by the gross negligence or wilful misconduct of such party; (b) any interruption or cessation of the services; (c) any software bugs, viruses, trojan horses, or other harmful code that may be transmitted to or through the platform; (d) errors, inaccuracies, or omissions of information, or any losses incurred as a result of, resulting from the use of the platform; and/or (e) information that is transmitted using the platform that is defamatory, offensive, or illegal.
14. Complete understanding; Modification
This Agreement constitutes the final, exclusive and complete understanding and agreement of the parties hereto and supersedes all prior understandings and agreements. This Agreement is entered into without reliance upon any representation, whether oral or written, not stated herein. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by a Company officer.
Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or sent by certified or registered mail, three days after the date of mailing.