Consulting Services Agreement

Helion hereby engages Consultant as an independent contractor and not as an employee to provide professional services in accordance with the terms and conditions of this Agreement, and as further specified and agreed to under a Statement of Work signed by Helion, respectively (“Services”). The Services under this Agreement may be modified by mutual agreement of the Parties from time to time and on the terms and conditions set forth in this Agreement.

Consultant will provide the Services set forth in the Statements of Work attached as Exhibit A (the “SOW”), which is made a part of this Agreement. Consultant shall furnish at Consultant’s own expense, all personnel, materials, equipment, facilities, and resources necessary to perform the Services (“Equipment”), unless otherwise mutually agreed by the Parties. 

The term of this Agreement shall be effective as of the Effective Date and shall terminate ninety (90) days from the Effective Date, unless (i) earlier terminated in accordance with Section 9, or (ii) otherwise specified in the Statement of Work (“Term”). Any extension of the Term will be subject to mutual written agreement between the Parties.

FEE. As full compensation for the Services and the rights granted to Helion in this Agreement, Helion shall pay Consultant the fee specified in the applicable SOW (“Fee”). Other than for any initial payment under the SOW, Consultant will invoice Helion for all Services rendered. Unless otherwise stated in the Statement of Work, Helion will pay any undisputed portion of Consultant’s invoice within thirty (30) days of receipt thereof.

TRAVEL AND EXPENSES. No travel is contemplated. 

Consultant is an independent contractor of Helion, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between Consultant and Helion for any purpose. Consultant has no authority to bind Helion and shall not represent to third parties as having such authority. Consultant shall not make any agreements or representations on behalf of Helion without Helion’s prior written consent. 

Without limiting Section 5.1, Consultant will not be eligible to participate in any Helion benefit programs. Helion will not be responsible for withholding or paying any taxes or insurance on behalf of Consultant. Consultant shall be fully responsible for all persons employed or engaged by Consultant in connection with Consultant’s performance of the Services, and Consultant further agrees to indemnify Helion against any claims made by or on behalf of any such employee or contractor arising from the performance of this Agreement.

All intellectual property and related material (i) provided by Helion, (ii) generated by either Party in the course of the Agreement, or (iii) derivations or modifications to either of the foregoing (items (ii) and (iii) shall be referred to as the “Work Product”), shall be the express and sole property of Helion and will not be used for the benefit of or delivered to any third-party at any time without prior written permission from Helion. All elements of the Work Product that are protectable by copyright are considered “works made for hire” in accordance with the United Sates Copyright Act, 17 U.S.C. § 101 et seq. Consultant agrees and hereby assigns to Helion all intellectual property rights Consultant may have in the Work Product, including all patent rights and continuation-in-part applications. 

Consultant hereby represents that all Work Product will not violate or infringe upon the intellectual property right of any person, firm, corporation, or other entity. 

PUBLICITY AND USE OF TRADEMARKS. Consultant shall not use the name, logo, trademarks, or trade names of Helion in press releases, promotional material, advertising, marketing, or business generating efforts without the prior written consent of Helion. 

Consultant agrees to indemnify, defend, and hold harmless Helion, its employees, owners, and/or representatives (“Indemnified Parties”), against any and all claims, losses, costs, penalties, fines, damages, or other liabilities (“Claims”), arising out of, resulting from, or made in connection with Consultant’s performance of this Agreement, other than to the extent of the gross negligence or willful misconduct of Helion.

Either party may terminate this agreement without cause upon providing five (5) days’ written notice to the other party to this agreement. In the event of termination, Helion shall pay the Consultant any fees then due and payable for any services completed up to and including the date of such termination. 

Upon expiration or termination of this Agreement for any reason, or at any other time upon Helion’s written request, Consultant shall within five (5) days: (i) deliver to Helion all Work Product and permanently destroy any copies of that Work Product; (ii) deliver to Helion all Confidential Information and other non-public Helion information if applicable, and permanently destroy any copies Consultant may have of all such information; and (iii) certify in writing to Helion that Consultant has complied with the requirements of this clause. 

Consultant’s obligations, including but not limited to the Relationship of the Parties (Section 6), Intellectual Property Rights (Section 7), Termination and Survival (Section 9), Assignment (Section 10), Governing Law (Section 12), and Confidentiality (Section 13) shall survive the termination of this Agreement. 

Consultant shall not assign any rights, delegate, or subcontract any obligations under this Agreement without Helion’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. Helion may assign its rights and obligations under this Agreement at any time.

In the event Consultant breaches or threatens to breach this Agreement, Consultant hereby acknowledges and agrees that Helion shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief, and that money damages would not afford an adequate remedy. This equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief. 

Any dispute, controversy, or claim arising out of or related to this Agreement shall be governed by the laws of the State of Washington, without regard to conflict of laws principles, and venue for suit shall be in the courts in Snohomish County, Washington, or if federal jurisdiction exists, in the United States District Court for the Western District of Washington. 

Consultant acknowledges that in connection with this Agreement, Consultant may receive or gain access to certain non-public, confidential, or proprietary information and materials of Helion in oral, written, electronic, or other form or media (“Confidential Information”). Consultant hereby agrees to treat all such Confidential Information that Consultant receives in connection with this Agreement as strictly confidential regardless of whether such information is marked, designated, or otherwise identified as “confidential.”

At all times during the term of this Agreement, the Parties shall also maintain an active non-disclosure agreement governing their exchange of Confidential Information. No Work Product or services shall begin under this Agreement without a non-disclosure agreement signed by both Parties. To the extent there is any conflict between any applicable non- disclosure obligations, the stricter provision on non-disclosure shall prevail. 

Consultant will not use any subcontractors.

Consultant will comply with all applicable laws, including any U.S. export and reexport control laws and regulations. 

This Agreement , including the SOW, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, including the SOW, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party, or, in the case of waiver, by the Party or Parties waiving compliance. The Consultant, as a former employee of Helion, acknowledges that the nature of certain of the Services may be considered “transition services,” in connection with Contractor no longer being an employee of Helion. To the fullest extent allowed by law, and in exchange for mutual consideration received under this Agreement, Contractor agrees that he has no outstanding claims against Helion as former employee or otherwise, and hereby does release now and forever, on Contractor’s behalf and on behalf of any of Contractor’s heirs or similar, any known or unknown claims based on any transaction, employment or similar that Contractor may have against Helion as a result of Contractor’s role as a former employee (including regarding any incentive compensation or similar). Employee has had an opportunity to review this settlement, including with Consultant’s legal counsel.   

If any term or provision of this Agreement is found to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement.