geffonsteve_separationag






  1  CONFIDENTIAL SEVERANCE AGREEMENT   AND GENERAL RELEASE FOR EXECUTIVE LEVEL EMPLOYEES     This Confidential Severance Agreement and General Release for Executive Level  Employees (“Agreement”) is made by and between Steve Geffon (“Employee”) and Science 37,  Inc., its subsidiaries, affiliates, successors, and assigns (“Company”) (collectively, the “Parties”):     WHEREAS, Employee has been employed with Company as of December 9, 2019;  Employee’s job title was Chief Commercial Officer; Employee was and is a resident of New  Jersey; Employee has previously entered into an Employee Proprietary Information and  Inventions Agreement (the “Confidentiality Agreement”) with Company, and Employee’s last day  of employment is September 9th, 2022 (the “Separation Date”);     WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints,  grievances, charges, actions, petitions and demands that the Employee may have against the  Company, including but not limited to, any and all claims arising or in any way related to  Employee’s employment with or separation from the Company.       NOW THEREFORE, in consideration of the promises made herein, the Parties hereby  agree as follows:    1. Payments and Consideration.       (a) Employee will be paid, at Employee’s regular rate of pay, for all hours worked  through the Separation Date, regardless of whether Employee signs this Agreement.  Employee  will be paid in accordance with normal payroll procedures, less all applicable deductions and  withdrawals.  Employee acknowledges that these amounts are all of the amounts owed to the  Employee by the Company through the Separation Date. As of the Separation Date, Employee is  not to hold Employee out as an employee, agent, or authorized representative of Company, or to  negotiate or enter into any agreements on behalf of Company, or to otherwise attempt to bind  Company.    (b) In exchange for Employee’s execution of this Agreement, Company agrees to  provide Employee two hundred thousand dollars ($200,000.00), equal to six (6) months of base  salary less all applicable withholdings (the “Severance Pay”).  In addition, in exchange for  Employee’s agreement to provide consulting services to Company for a period of approximately  twelve (12) months concluding on or around September 9th, 2023 (the “Consulting Period”)  pursuant to the Consulting Agreement attached hereto as Exhibit A, the Company agrees to provide  Employee two hundred thousand dollars ($200,000.00), equal to six (6) months of base salary,  less all applicable withholding (the “Consulting Pay”).  The Severance Pay shall be paid over a  period of six (6) months, effective from the Separation Date, in accordance with Company’s  standard payroll practices.  The Consulting Pay will be paid in six (6) equal payments monthly on  the last day of the month.  Employee acknowledges and agrees that but for executing this  Agreement and agreeing to the promises herein, including providing a general release, Employee  is not otherwise entitled to the Severance Pay and/or Consulting Pay.      





 






  2  (c) Employee agrees to re-execute and not revoke this Agreement as to the provisions  contained in Sections 6 and 7 covering the time period following the date the Employee executes  this Agreement through the Separation Date. Employee further agrees to execute and not revoke  the Supplemental Separation Agreement and Release of Claims (“Supplemental Release”),  attached hereto as Exhibit B, on or after the conclusion of the Consulting Period. In exchange for  Employee’s execution and non-revocation of the Supplemental Release, the Company will not  claw back the Consulting Pay received by Employee during the Consulting Period.       (d) Employee will be reimbursed for all ordinary and necessary, reasonable business- related expenses incurred by Employee in connection with Employee’s employment with  Company through Employee’s Separation Date.  Employee must submit all requests for  reimbursement for such expenses no later than ten (10) days after the Effective Date of this  Agreement, accompanied by proper documentation, to hr@Science37.com.    (e) Company agrees to pay Employee an amount sufficient to reimburse Employee for  the premiums required to continue employee’s group health coverage for a period of six (6)  months under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act  of 1985 (“COBRA”), provided that Employee elects to continue and remains eligible for these  benefits under COBRA, and does not obtain health coverage through another employer during this  period, and provided further that Employee is in full compliance with Employee’s obligations  under this Separation Agreement.  The reimbursement payments shall be subject to all applicable  withholdings and taxes, and shall be paid directly to Employee.  Employee understands that  Employee must elect COBRA benefits and make payments directly and that Company is not  responsible for making any payments to anyone other than Employee related to Employee’s  COBRA and/or health benefits.  Employee understands that Employee will receive COBRA  information separately after the Separation Date.  Notwithstanding the foregoing, if the Company  determines, in its sole discretion, that the payment of COBRA premiums would result in a violation  of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as  amended (the “Code”) or any statute or regulation of similar effect (including but not limited to  the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and  Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in  its sole discretion, may elect to instead pay Employee on the first day of each month of the  COBRA’s Payment Period, a fully taxable cash payment equal to the COBRA premiums for that  month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”),  for the remainder of the COBRA Payment Period.  Employee may, but is not obliged to, use such  Special Severance Payment toward the cost of COBRA premiums.     (f) In the event that Employee successfully closes out certain Q3 initiatives as agreed  between Employee and the CEO, David Coman, Company will provide Employee with an  additional six (6) months of COBRA reimbursement (for a total of twelve (12) months) under  Section 1(e).    (g) By Employee’s signature below, Employee acknowledges and agrees that the terms  set forth in this Agreement include compensation and benefits to which Employee is not otherwise  entitled.  Furthermore, Employee acknowledges that, except as expressly set forth above, after  





 






  3  Employee’s execution of this Agreement, Employee will not be entitled to any other or further  compensation, remuneration, or benefits from the Company.    2. Tax Treatment.  Employee understands and agrees that the Company is neither  providing tax nor legal advice, nor is the Company making representations regarding tax  obligations or consequences, if any, related to this Agreement.  Employee further agrees that  Employee will assume any such tax obligations or consequences that may arise from this  Agreement, and that Employee shall not seek any indemnification from the Company in this  regard.  Employee agrees that, in the event that any taxing body determines that additional taxes  are due from Employee, Employee acknowledges and assumes all responsibility for the payment  of any such taxes and agrees to indemnify, defend, and hold the Company harmless from the  payment of such taxes, and any failure to withhold.  Employee further agrees to pay, on the  Company’s behalf, any interest or penalties imposed as a consequence of such tax obligations, and  to pay any judgments, penalties, taxes, costs, and attorneys’ fees incurred by the Company as a  consequence of Employee’s failure to pay any taxes due.    3. Stock Options.  In accordance with the terms of Company’s stock option grant,  Company agrees that Employee will continue to provide Services to the Company during the  Consulting Period, and any stock options will continue to vest during that time, subject to the terms  of the Science 37 2015 and 2021 Stock Plans, respectively (the “Stock Plans”).  Employee shall  be treated the same as other US-based employees with respect to any modifications made by the  administrator of such plans to grants currently issued and outstanding thereunder applicable to all  such employees during the Consulting Period) and further subject to the terms of the Science 37  Executive Severance Policy, effective October 7, 2021, only as it applies to the treatment of Equity  Awards within the Change of Control period as defined therein.  In the event that Employee is no  longer employed with Company, and is not providing services to the Company as a consultant,  Employee’s stock options shall cease vesting as provided by the Stock Plans.  4. Confidential Information.  Employee acknowledges that, as part of their employment,  Employee had access to information of a nature not generally disclosed to the public, and  Employee agrees to keep confidential and not disclose to anyone the Company’s business,  proprietary, and trade secret information in Employee’s possession, or any personal, confidential,  or otherwise proprietary information regarding the Company’s employees, customers, and clients,  or the Company’s personnel practices and related matters.  This obligation is understood to be in  addition to, and not as any replacement for, any agreements Employee may have signed with the  Company concerning confidentiality, trade secrets, non-disclosure, non-competition, non- solicitation, or assignment of inventions or other intellectual property developments, which  agreements will remain in full force and effect.  Employee agrees that Employee will not take,  copy, use, or distribute in any form or manner documents or information that the Company deems  proprietary, including without limitation research and development materials, information  regarding customers, clients, business partners, or prospective customers, clients, or business  partners, financial information, business and strategic plans, software programs and codes, access  codes, and other similar materials or information.    5. Return of the Company Property.  Employee agrees to return to the Company any and  all the Company property in Employee’s possession, including without limitation any computer or  other electronic devices; software programs; other the Company equipment, tools, records, or  





 






  4  technical materials; information related to the Company customers, clients and business contacts;  marketing information; pricing information; cellular phones; personnel materials or files,  handbooks, manuals, or policies; memoranda, notes, and drafts thereof; and any other documents  or property (and any summaries or copies thereof), developed by Employee and/or obtained by  Employee or on Employee’s behalf, directly or indirectly, pursuant to Employee’s employment  with the Company.  Employee may retain information necessary to perform the consulting services  after notification to Company of same.    6. Release of Claims.       (a) Employee agrees that the foregoing consideration represents settlement in full of  all outstanding obligations owed to Employee by Company.  THIS IS A GENERAL RELEASE  OF ALL CLAIMS.  As consideration for the Severance Pay, Employee, on Employee’s own  behalf, and on behalf of Employee’s respective heirs, family members, executors, administrators,  attorneys, representatives, and assigns, hereby fully and forever releases Company and its legal  representatives, officers, directors, fiduciaries, employees, investors, shareholders, insurers,  agents, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations,  and assigns, both in their individual and corporate capacities (including its current and former  parent companies, subsidiaries, and other affiliated companies as well as any of their current and  former insurers, directors, officers, agents, shareholders, and employees), (collectively, the  “Releasees”), of and from any and all claims and causes of action, demands, duties, obligations,  agreements, promises, liabilities, damages, costs, and/or fees, whether known or unknown,  suspected or unsuspected, arising out of or relating to Employee’s employment, including the  termination of employment, including without limitation:    (1)  any and all claims relating to or arising from Employee’s employment  relationship with Company and the termination of that relationship;   (2)  any and all claims relating to, or arising from, Employee’s right to purchase,  or actual purchase of, shares of stock of Company, including, without  limitation, any claims for fraud; misrepresentation; breach of fiduciary duty;  breach of duty under applicable state corporate law; and securities fraud  under any state or federal law;   (3) any and all claims under the law of any jurisdiction, including without  limitation, wrongful discharge of employment; constructive discharge from  employment; termination in violation of public policy; discrimination;  breach of contract, both express and implied; breach of a covenant of good  faith and fair dealing, both express and implied; promissory estoppel;  negligent and intentional infliction of emotional distress; negligent and  intentional misrepresentation; negligent and intentional interference with  contract or prospective economic advantage; unfair business practices;  defamation; libel; slander; negligence; personal injury; assault; battery;  invasion of privacy; false imprisonment; and conversion;  (4) any and all claims for violation of any federal, state, or municipal statute,  including without limitation all employment laws, including without  





 






  5  limitation the Age Discrimination in Employment Act, as amended; Title  VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of  1866; the Civil Rights Act of 1871; the Fair Labor Standards Act; the  Americans with Disabilities Act; the Older Workers’ Benefits Protection  Act; the Family Medical Leave Act; the Equal Pay Act; the Employee  Retirement Income Security Act of 1974; the National Labor Relations Act;  the Equal Employment Practices Act; the Retaliatory Employment  Discrimination Act; the New Jersey Labor Code; the New Jersey Business  and Professions Code; the New Jersey Civil Code; the New Jersey  Constitution; and any other federal, state, and local laws against  discrimination or applicable to employment that may be the subject of a  release under applicable law;  (5) any and all claims for violation of the federal, or any state, constitution;   (6) any and all claims arising out of any other laws and regulations relating to  employment or employment discrimination;  (7) any and all claims arising out of any personnel policies, contracts of  employment, any other contracts, Severance Pay agreements, and  covenants of good faith and fair dealing;  (8) any claim for any loss, cost, damage, or expense arising out of any dispute  over the non-withholding or other tax treatment of any of the proceeds  received by Employee as a result of this Agreement;   (9) any claim or damage arising out of Employee’s employment with or  separation from Company under any common law theory or any federal,  state, or local statute or ordinance, not specifically referred to above;    (10) any and all claims for unpaid or withheld wages, severance, benefits,  bonuses, commissions, and other compensation of any kind that Employee  may have against the Releasees; and  (11) any and all claims for attorneys’ fees and costs.    (b) Employee understands and agrees that, to the fullest extent permitted by law,  Employee is precluded from filing or pursuing any legal claim of any kind against any of the  Releasees at any time in the future, in any federal, state, or municipal court, administrative agency,  or other tribunal, arising out of any of the claims that Employee has waived by virtue of executing  this Agreement.  Employee agrees not to file or pursue any such legal claims and, if Employee  does pursue such legal claims, Employee waives any right to receive monetary recovery.  By  Employee’s signature below, Employee represents that Employee has not filed any such legal  claims against any of the Releasees in any federal, state, or municipal court, administrative agency,  or other tribunal.    





 






  6  (c) Nothing in this Agreement shall be construed to waive any claims that cannot be  waived as a matter of law.  In addition, this Agreement does not prevent Employee from filing an  administrative charge against any Releasee that may not be released as a matter of law.  Nothing  in this Agreement shall be construed to prohibit Employee from reporting conduct to, providing  truthful information to, or participating in any investigation or proceeding conducted by any  federal or state government agency or self-regulatory organization.  This release does not waive  any rights or claims that may arise after the date that Employee executed this Agreement.      (d) Nothing in this Agreement will affect the ability of Employee or Company to  enforce rights or entitlements specifically provided for under this Agreement as set forth above, or  any rights or claims that may arise after the date that Employee executed this Agreement.  By  Employee’s signature below, Employee represents that: (a) Employee is not aware of any unpaid  wages, vacation, bonuses, expense reimbursements, or other amounts owed to Employee by  Company;  (b) however, to the extent Employee is aware of any claims for unpaid wages,  severance, benefits, bonuses, commissions, and other compensation of any kind, there is a bona  fide dispute between the Parties regarding the fact of and amount of such claims, and Employee  further agrees to release such claims and acknowledges that Employee's release is not barred or  void under Labor Code section 206.5; (c) Employee has not been denied any request for leave to  which Employee believes Employee was legally entitled, and Employee was not otherwise  deprived of any of Employee’s rights under the Family and Medical Leave Act or any similar state  or local statute; and (d) Employee has not assigned or transferred, or purported to assign or transfer,  to any person, entity, or individual whatsoever, any of the claims released in the foregoing general  release and waiver.  Company’s obligations under this Agreement are contingent upon Employee’s  compliance with all terms and conditions provided for herein.    7. Age Discrimination in Employment Act. Employee acknowledges, agrees, and  understands that:    (a) under the general release detailed above, Employee is waiving and releasing,  among other claims, any rights and claims that may exist under the Age Discrimination in  Employment Act (“ADEA”);    (b) the waiver and release of claims set forth in the release above does not apply to any  rights or claims that may arise under the ADEA after the date of execution of this Agreement;    (c) the payments and other consideration that are being provided to Employee are of  significant value and are in addition to what Employee otherwise would be entitled;    (d) Employee is being advised in writing to consult with an attorney before signing this  Agreement;    (e) Employee is being given a period of twenty-one (21) days within which to review  and consider this Agreement before signing it, though Employee may sign earlier, and if Employee  fails to sign and return this Agreement within the twenty-one (21) day consideration period, the  Company’s offer and this Agreement will expire on its own terms;     





 






  7  (f) Employee may revoke acceptance of this Agreement by providing written notice to  the Company within seven (7) days following its execution, and any notice of revocation of this  Agreement must be in writing and transmitted by hand or certified mail to Human Resources with  a copy to Legal Department; and,    (g) Because of Employee’s right to revoke this Agreement, this Agreement shall not  become effective and enforceable until the eighth (8th) day after the return of an executed copy of  this Agreement by Employee to the Company (the “Effective Date”), and Employee will not be  entitled to any of the benefits set forth in this Agreement until after the Effective Date.    8. Non-Disparagement.       (a) Employee understands and agrees that Employee’s entitlement to the compensation  and benefits due under this Agreement is conditioned upon Employee’s continued support of the  Company.  Employee agrees to refrain from taking any action, and from making any statement  (oral or written), that disparages or criticizes the Company, its affiliates, parent companies,  subsidiaries, and related entities, or its officers, directors, or employees, or that harms the  Company’s or any of the Company’s affiliates’, parent companies’, subsidiaries’, and related  entities’, or the Company’s officers’, directors’, or employees’ respective reputations, or that  disrupts or impairs the Company’s normal, ongoing business operations.  Employee specifically  agrees not to post false, misleading, or inaccurate information about the Company on job review  sites or other anonymous platforms and/or any other social media platforms, including but not  limited to Glassdoor, Twitter, Instagram, Medium, or any other social media site, and hereby  represents and warrants that Employee has not violated this Paragraph as of the date of the  execution of this Agreement.  This provision applies to all of Employee’s interactions with third  parties, including without limitation any conversations or correspondence that Employee might  have with organizations, governmental entities, and persons with whom the Company engages in  business, as well as with employees of the Company.  Employee understands that this provision  does not apply on occasions when Employee is subpoenaed or ordered by a court or other  governmental authority to testify or give evidence and must respond truthfully.  Employee further  agrees not to otherwise interfere with the Company’s business operations, including, without  limitation, the Company’s efforts to market and sell its products.     (b) All inquiries by potential future employers as to Employee will be directed to  hr@Science37.com.  Upon inquiry, the Company shall only state the following information:  Employee’s last position and dates of employment.    9. Confidentiality of Agreement.  The Parties acknowledge that Employee’s agreement to  keep the terms and conditions of this Agreement confidential is a material factor on which  Employee and the Company relied in entering into this Agreement. Employee warrants that  Employee has not disclosed the fact of this Agreement or any of the terms of this Agreement, or  the negotiations leading thereto, to anyone other than Employee’s attorneys, accountants, or tax  consultants, or Employee’s spouse.   Employee represents and agrees that (i) Employee will keep  the fact and amount of this settlement and the terms of this Agreement completely confidential,  except and unless disclosure is required and compelled by lawful court order; (ii) if disclosure is  compelled by court order, Employee will disclose only so much information as is necessary for  





 






  8  compliance; and (iii) confidentiality is the essence of this Agreement.  Accordingly, Employee  shall not publicize or disclose the fact of this Agreement, the Severance Pay amount, or the terms  of this Agreement in any manner whatsoever, whether in writing or orally, to any person, directly  or indirectly, or by or through any agent or representative, except as necessary to effectuate the  terms of this Agreement, and other than to the following: (1) Employee’s attorneys; (2)  Employee’s accountants and tax consultants; (3) other representatives or entities as required and  compelled by law or lawful court order; and (4) Employee’s spouse.  With respect to any  individuals referred to above and to whom Employee knowingly discloses any information  regarding this Agreement or its terms, Employee agrees that Employee will inform such  individuals that the information is strictly confidential and may not be reviewed, discussed, or  disclosed, orally or in writing, with any other person, organization, or entity whatsoever, at any  time.  Employee further represents that no disclosure inconsistent with this Paragraph and its  subparts has been made by Employee prior to the date of Employee’s execution of this Agreement.     (a) This Confidentiality Agreement specifically includes, without limitation, an  obligation on the part of Employee and Employee’s respective attorneys and other representatives,  not to knowingly disclose, or cause to be disclosed, the terms of this Agreement to any of the  Company’s current or former employees or to any of the Company’s affiliates, or to any individual  associated with the press or the media.  Employee agrees that Employee shall be separately  responsible and liable for Employee’s own disclosure prohibited by this Paragraph and its subparts,  including disclosures made by Employee’s respective representatives.      (b) It shall not be a breach of this Paragraph or its subparts for Employee or the  Company to respond, if asked, that any dispute regarding Employee’s employment or termination  of employment with the Company has been resolved.     (c) If Employee breaches any of the promises contained in this Paragraph or its  subparts, the Company shall be entitled to recover its reasonable attorneys’ fees and other costs in  the event that the Company prevails in a proceeding to enforce any provision of this Paragraph or  its subparts.        10. No Cooperation.  Employee agrees Employee will not act in any manner that might  damage the business of the Company.  Employee agrees that Employee will not counsel or assist  any attorneys or their clients in the presentation or prosecution of any disputes, differences,  grievances, claims, charges, or complaints by any third party against the Company or any officer,  director, employee, agent, representative, shareholder, or attorney of the Company, unless under a  subpoena or other court order to do so.  Employee further agrees both to immediately notify the  Company upon receipt of any court order, subpoena, or any legal discovery device that seeks or  might require the disclosure or production of the existence or terms of this Agreement, and to  furnish, within three (3) business days of its receipt, a copy of such subpoena or legal discovery  device to the Company.  11. Injunctive Relief.  Employee's breach of any obligation or covenant set forth in this  Agreement may have a material and adverse effect upon the Company and could potentially cause  the Company irreparable harm, and therefore damages arising from any breach may be difficult to  ascertain. Consequently, in addition to all of the remedies otherwise available to the Company,  including, but not limited to, the recovery of monetary damages and reasonable attorneys' fees  





 






  9  incurred in enforcing this Agreement, the Company shall have the right to injunctive relief to  restrain and enjoin any actual or threatened breach of the provisions of this Agreement. All of the  Company's remedies for breach of this Agreement shall be cumulative and the pursuit of one  remedy shall not be deemed to exclude any other remedies. Employee agrees and consents that the  Company shall be entitled to injunctive relief; both preliminary and permanent, without bond. If  the Employee breaches any of the restrictive covenants set forth in this Agreement, then the  restricted time period of each of the covenants shall be extended by an amount of time equal to the  duration of such breach or violation.    12. Non-Admissibility; No Admission of Liability.  Employee agrees that this Agreement  shall not be admissible as evidence in any future proceeding of any kind, except in court on a claim  of breach of this Agreement.  The Parties understand and acknowledge that this Agreement  constitutes a compromise and settlement of disputed claims.  No action taken by the Parties hereto,  or either of them, either previously or in connection with this Agreement, shall be deemed or  construed to be:    (a) an admission of the truth or falsity of any claims heretofore made; or     (b) an acknowledgment or admission by either Party of any fault or liability  whatsoever to the other Party or to any third party.    13. No Knowledge of Wrongdoing.  Employee represents that Employee has no knowledge  of any wrongdoing involving improper or false claims against a federal or state governmental  agency, or any other wrongdoing that involves Employee or other present or former the Company  employees.    14. Contingent Obligation.  The Company’s continuing obligations under this Agreement  are contingent upon Employee’s compliance with all terms and conditions provided for herein.  In  the event that Employee breaches any of Employee’s obligations under this Agreement, Employee  agrees that the Company may cease making any payments due under this Agreement, and may  seek to recover all payments already made under this Agreement, in addition to all other available  legal remedies.   15. Fees and Costs.  The Parties shall each bear their own costs, expert fees, attorneys’  fees, and other fees incurred in connection with the execution of this Agreement.      16. Arbitration.  The Parties agree that any and all disputes arising out of the terms of this  Agreement, their interpretation, and any of the matters herein released, shall be subject to binding  arbitration in the State of New Jersey before the American Arbitration Association under its  Employment Arbitration Rules, available at www.adr.org/rules, or by a judge to be mutually  agreed upon.  The Parties agree that the prevailing party in any arbitration shall be entitled to  injunctive relief in any court of competent jurisdiction to enforce the arbitration award.  The Parties  agree that the Company shall pay any administrative or hearing fees charged by the arbitrator or  AAA, except that Employee shall separately pay any filing fees associated with any arbitration  Employee initiates.  The Parties agree that the prevailing party in any arbitration shall be awarded  its reasonable attorneys’ fees and costs.  THE PARTIES HEREBY AGREE TO WAIVE  





 






  10  THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT  OF LAW BY A JUDGE OR JURY.  This Paragraph will not prevent either party from seeking  injunctive relief (or any other provisional remedy) from any court having jurisdiction over the  Parties and the subject matter of their dispute relating to Employee’s obligations under this  Agreement and the agreements incorporated herein by reference.    17. No Representations.  The Parties represent that they each have had the opportunity to  consult with an attorney, at their own expense, and have carefully read and understand the scope  and effect of the provisions of this Agreement.  Neither Party has relied upon any representations  or statements made by the other Party hereto which are not specifically set forth in this Agreement.    18. Severability.  In the event that any provision in this Agreement becomes or is declared  by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement shall  continue in full force and effect without said provision so long as the remaining provisions remain  intelligible and continue to reflect the original intent of the Parties.    19. Entire Agreement.  Employee acknowledges that this Agreement is a full and accurate  embodiment of the understanding between Employee and the Company, and that it supersedes any  prior agreements or understandings made by the Parties, except any confidentiality, non- disclosure, non-competition, non-solicitation, trade secret, assignment of inventions, and other  intellectual property provisions to which Employee’s employment was subject, including  specifically the Confidentiality Agreement, which will remain in effect subsequent to the execution  of this Agreement.  The terms of this Agreement may not be modified, except by mutual consent  of the Parties.  Any and all modifications must be reduced to writing and signed by the Parties to  be effective.    20.  Governing Law and Venue.  This Agreement shall be deemed to have been executed  and delivered within the State of New Jersey, and it shall be construed, interpreted, governed, and  enforced in accordance with the laws of the State of New Jersey, without regard to choice of law  principles.  In the event of any dispute in connection with this Agreement, the venue in which said  dispute will be resolved, whether in arbitration or in connection with an injunction, will be in  Monmouth County, New Jersey.  21. Clawback.  In the event that Employee breaches this Agreement, including all exhibits  and attachments, Company shall cease payment of any future compensation, as well as seek  reimbursement of any compensation paid to Employee under this Agreement.  The obligation to  repay will only arise if a final, non-appealable judicial determination is issued in favor of the  Company for breach of this Agreement or the parties voluntarily settle any dispute.      22. Counterparts.  This Agreement may be executed in one or more counterparts, each of  which shall be deemed an original, but all of which together shall constitute one and the same  instrument.  23. Good Faith Compliance.  The Parties agree to cooperate in good faith and to do all  things necessary to effectuate this Agreement.    





 






  11  24. Voluntary Execution of Agreement.  This Agreement is executed voluntarily and  without any duress or undue influence on the part or behalf of the Parties hereto, with the full intent  of releasing all claims.       THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING  AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION  CONTAINED HEREIN.  WHEREFORE, THE PARTIES HAVE EXECUTED THIS  AGREEMENT ON THE DATES SHOWN BELOW.      [Signatures on the Following Page]                                                                        





 






  12                  Science 37, Inc.   Employee      By: /s/ David Coman  By: /s/ Steve Geffon    Name: David Coman  Name: Steve Geffon    Title: CEO  Title: Chief Commercial Officer    Date: 9/26/22  Date: 9/26/22                                   





 






  13          EXHIBIT A  Consulting Agreement    





 






Confidential Separation Agreement and General Release   for Executive Level Employees       14     EXHIBIT B  Supplemental Release