Exhibit 10.1


 





 


CONSULTING
AGREEMENT


 


This Consulting
Agreement (“Agreement”) is entered into as of December 12th, 2019 (the “Effective Date”) by and
between Applied DNA Sciences, Inc. a Delaware corporation located at 50 Health Sciences Drive, Stony Brook, New York,
11790 (the “Company”) and Meadow Hill Place, LLC, with an address of [intentionally omitted]
(“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting
services for the Company, and Consultant is willing to perform such services, on the terms described below.


 


In consideration of the mutual promises contained
herein, the parties agree as follows:


 


		1.	Consulting Services



 


Subject to the terms and
conditions of this Agreement, the Company hereby retains Consultant as a consultant to perform the consulting services specifically
set out in Exhibit A attached to this Agreement and made a part hereof (hereafter referred to as the “Services”),
and Consultant agrees, subject to the terms and conditions of this Agreement, to render such Services during the term of this Agreement.


 


		2.	Compensation



 


In consideration of the
Services to be provided by Consultant to the Company during the Initial Term, the Company shall compensate Consultant as described
in Exhibit B. Consultant’s compensation for any Renewal Term shall also be as described in Exhibit B.


 


		3.	Independent Contractor Status.



 


It is expressly agreed
that Company and Consultant shall be independent contractors and that the relationship between the parties shall not constitute
a partnership, joint venture or agency. Neither Company nor Consultant shall have the authority to make any statements, representations
or commitments of any kind, or to take any action, which shall be binding on the other party, without the prior written consent
of the other party.


 


		4.	Intellectual Property



 


		(a)	Consultant, its agents and employees, agree that all items prepared or originated in connection
with the Services, regardless of medium, and including but not limited to all materials, software, notes, records, drawings, designs,
inventions, proposals, improvements, developments, discoveries and trade secrets conceived, discovered, developed or reduced to
practice by Consultant, solely or in collaboration with others, during the Term of this Agreement that relate in any manner to
the business of the Company that Consultant may be directed to undertake, investigate or experiment with or that Consultant may
become associated with while performing the Services or through access to Company Confidential Information (collectively, “Inventions”),
are the sole property of the Company. Consultant hereby agrees to assign (or cause to be assigned) and hereby assigns fully to
the Company, all Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating to all
Inventions. Consultant whether upon Company’s request or voluntarily, shall promptly disclose to the Company all Inventions
that Consultant has created.



 






     

     


    

 


		(b)	Consultant acknowledges and agrees that any work of authorship relating to any Invention shall
be deemed to be a "Work Made for Hire," to the extent permitted by the United States Copyright Act. To the extent that
any such work of authorship may not be deemed to be a Work Made for Hire, Consultant hereby irrevocably assigns all ownership rights
in and to such work to the Company. If any such work of authorship cannot be assigned, Consultant hereby grants to the Company
an exclusive, assignable, irrevocable, perpetual, worldwide, sub-licensable (through one or multiple tiers), royalty-free, unlimited
license to use, copy, reproduce, distribute, modify, adapt, alter, translate, improve, create derivative works of, practice, publicly
perform, publicly display and digitally perform and display such work in any media now known or hereafter known. To the extent
moral rights may not be assignable under applicable law and to the extent the following is allowed by the laws in the various countries
where moral rights exist, Consultant hereby irrevocably waives such moral rights and consents to any action of the Company that
would violate such moral rights in the absence of such consent.



 


		(c)	Consultant, its agents and employees, agree to assist Company, or its designee, to secure the Company’s
rights, titles and all interest in and to all Inventions and/or other intellectual property rights relating to all Inventions,
at the Company’s expense, in any and all countries, the execution of all documents, applications, specifications, oaths,
assignments and all other instruments that the Company may deem necessary in order to apply for and obtain such rights and in order
to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and
to all Inventions, and/or other intellectual property rights relating to all Inventions. Consultant also agrees that Consultant’s
obligation to execute or cause to be executed any such instrument or papers shall continue after the termination of this Agreement.



 


		(d)	Consultant, its agents and employees, agree that if the Company is unable because of Consultant’s
unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Consultant’s signature for
the purpose of securing the Company’s rights, titles and all interest in and to all Inventions and/or other intellectual
property rights relating to all Inventions, Consultant hereby irrevocably designates and appoints the Company and its duly authorized
officers and agents as Consultant’s agent and attorney-in-fact, to act for and on Consultant’s behalf to execute and
file any such documents and instruments and to do all other lawfully permitted acts to further the securing of the Inventions and/or
other intellectual property rights relating to all Inventions, with the same legal force and effect as if executed by Consultant.



 


		(e)	Consultant, its agents and employees, acknowledge that the Company does not desire to acquire any
trade secrets, know-how, confidential information, or other intellectual property that the Consultant may have acquired from or
developed for any third party (“Third-Party IP”). The Company agrees that in the course of providing the Services,
the Consultant shall not be required to use or disclose any Third-Party IP, including without limitation any intellectual property
of (i) any former or current employer, (ii) any entity for whom the Consultant has performed or currently performs consulting
services, or (iii) any other person to whom the Consultant has a legal obligation regarding the use or disclosure of such
intellectual property.



 






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		5.	Indemnification



 


		(a)	Consultant agrees to indemnify and hold harmless the Company and its directors, officers and employees
from and against all losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses,
arising directly or indirectly from or in connection with (i) any grossly negligent, reckless or intentionally wrongful act
of Consultant or Consultant’s employees or agents; or (ii) any breach by the Consultant or Consultant’s employees
or agents of any of the representations, warranties, covenants and/or obligations contained in this Agreement.



 


The Company,
agrees, accepts and acknowledges that any legal proceedings arising from or in connection with this Agreement must be commenced
within eighteen (18) months from the termination of this Agreement, and that no action or claim will be brought against any member,
manager, interest holder, employee, officer, partner or agent of Consultant, unless a court of competent jurisdiction deems Consultant
to be a mere alter ego of any said member, manager, interest holder, employee, officer, partner or agent. The Company agrees that
no action or claims may be brought against of Consultant’s employees, officers, directors, members, managers, advisors, partners
or contractors personally, unless a court of competent jurisdiction deems Consultant to be a mere alter ego of any said employees,
officers, directors, members, managers, advisors, partners or contractors.


 


The Company
shall indemnify Consultant, and its directors, officers and employees (collectively, the “Consultant Indemnified Persons”)
from and against any and all claims, demands, suits, investigations, proceedings, judgments, awards, liabilities, losses, damages,
fees and expenses paid or incurred by any Consultant Indemnified Person in connection with, arising out of or related to (whether
from direct claims or third party claims) any breach by the Company of this Agreement (including but not limited to any Consultant
Indemnified Person’s reasonable external counsel fees and expenses when incurred). The foregoing indemnification obligations
shall not apply in the event that a court of competent jurisdiction fully and finally determines that such claims resulted directly
from the gross negligence, willful misconduct or fraudulent acts of Consultant.


 


		6.	Confidential Information



 


		(a)	The parties acknowledge that in connection with Consultant’s Services, the Company may disclose
to Consultant confidential and proprietary information and trade secrets of the Company, and that Consultant may also create such
information within the scope and in the course of performing the Services (hereinafter “Company Confidential Information”).
Such information may take the form of, for example: data concerning scientific discoveries made by the Company; the Company’s
know-how; the Company’s customer lists and customers; the Company’s manufacturing strategies and processes; the Company’s
marketing plans; data from the Company’s pilots or other studies; the Company’s past, present and future business plans
and pricing; the Company DNA amplification technology; the Company’s strategy for or status of regulatory approval; or the
Company’s forecasts of sales and sales data.



 


		(b)	Consultant recognizes that the Company has received, and in the future will receive, confidential
or proprietary information of third parties that is subject to a duty on the Company’s part to maintain the confidentiality
of such information and to use it only for certain limited
purposes. Such third-party confidential information shall be deemed Company Confidential Information and shall be subject to all
covenants and restrictions of this Section 6.



 






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		(c)	Subject to the terms and conditions of this Agreement, Consultant hereby agrees that during the
term of this Agreement and for a period of ten (10) years thereafter: (i) Consultant shall not publicly divulge, disseminate,
publish or otherwise disclose any Company Confidential Information to third-party without the Company’s prior written consent;
and (ii) Consultant shall not use any such Company Confidential Information for any purposes other than the Services. Notwithstanding
the above, the Company and Consultant acknowledge and agree that the obligations set out in this Section 6 shall not apply
to any portion of Company Confidential Information which: (i) was at the time of disclosure to Consultant part of the public
domain by publication or otherwise; (ii) became part of the public domain after disclosure to Consultant by publication or
otherwise, except by breach of this Agreement by Consultant; (iii) was already properly and lawfully in Consultant’s
possession without obligation of confidentiality at the time it was received from the Company as evidenced by contemporaneous written
records; (iv) was or is lawfully received by Consultant from a third party who was under no obligation of confidentiality
with respect thereto as evidenced by contemporaneous written records; or (v) is required to be disclosed by law, regulation
or valid judicial or administrative process.



 


		(d)	Upon termination of the Agreement, or any other termination of Consultant’s Services for
the Company, all records, drawings, notebooks and other documents pertaining to any Company Confidential Information, whether prepared
by Consultant or others, and any material, specimens, equipment, tools or other devices owned by the Company then in Consultant’s
possession, and all copies of any documents, shall be returned to the Company.



 


		7.	Insider Information



 


In the course of the performance
of Consultant’s Services, it is expected that Consultant will receive information that is considered material inside information
within the meaning and intent of the U.S. federal securities laws, rules and regulations. Consultant will not disclose this
information directly or indirectly to any third party, nor will Consultant buy, sell or otherwise deal in the securities of Company
in violation of applicable law.


 


		8.	Term



 


		(a)	The term of this Agreement will begin on the Effective Date and will continue for a period of six
(6) months (the “Initial Term”). This Agreement may be renewed for an additional 6 month term (the “Renewal
Term”) at the option of the Company. The Company shall provide written notice to Consultant of its election of the Renewal
Term at least thirty (30) days before the expiration of the Initial Term.



 


		(b)	Notwithstanding Section 8(a), above, during any Renewal Term, either party may terminate this
Agreement upon 30 days’ prior written notice to the other party. This Agreement may also be terminated by the Company during
the Initial Term or any Renewal Term immediately and with 30 days prior written notice if Consultant refuses to or is unable to
perform the Services or is in breach of any material provision of this Agreement.



 






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		(c)	Sections 2, 3, 4, 5, 6, 7, 8, 9 and 10 will survive termination of this Agreement



 


		9.	Non-solicitation/Non-Competition



 


		(a)	From the date of this Agreement until six (6) months after the termination of this Agreement
(the “Restricted Period”), Consultant shall not, without the Company’s prior written consent, directly or indirectly,
as an owner, principal, partner, member, shareholder, independent contractor, agent, finder, consultant, joint venture, investor,
licensor, lender, employee or in any other capacity whatsoever, alone, or in association with any other person: (a) carry
on, be engaged or take part in, or render services or advice to, own, share in the earnings of, invest in the stocks, bonds or
other securities of, or otherwise become financially interested in, any person, firm, corporation or other business organization
engaged in business that competes with the Company (other than by owning of record or beneficially up to two percent (2%) of the
shares of any third-party firm, corporation or other business organization whose shares are publicly traded on a national securities
exchange or in the over-the-counter market), or (b) solicit or encourage any employee or contractor of the Company or its
affiliates to terminate employment with, or cease providing services to, the Company or its affiliates. During the Restricted Period,
Consultant will not, whether for Consultant’s own account or for the account of any other person, firm, corporation or other
business organization, intentionally interfere with any person who is or during the period of Consultant’s engagement by
the Company was a partner, supplier, customer or client of the Company or its affiliates. The Restricted Period will extend to
twelve (12) months after the termination of this Agreement at such time as Consultant has been engaged by the Company for a period
of more than 6 months. For the purposes of this Section 9, a person, firm, corporation or other business organization shall
be deemed to compete with the Company if they provide molecular and/or DNA based product or supply chain security/traceability
systems, products and/or services, and/or nucleic-acid based biotherapeutics incorporating non-plasmid derived DNA.



 


		(b)	In view of Consultant’s access to the Company’s trade secrets and proprietary know-how,
Consultant agrees that Consultant will not, without Company’s prior written approval, design identical or substantially similar
designs as those owned, sold or under development by the Company during the term of this Agreement and the Restricted Period. Consultant
acknowledges that the obligations in this Section 9(b) are ancillary to Consultant’s nondisclosure/nonuse obligations
under Section 6.



 


		(c)	Consultant acknowledges that the foregoing restrictions are a reasonable and appropriate means
of protecting Company’s proper interests, which will not unreasonably interfere with Consultant’s ability to make a
living. If any Court determines that the foregoing restrictions are excessive in duration or scope, or is unreasonable or unenforceable
under applicable law, it is the intention of the parties that such restriction may be modified or amended by the Court to render
it enforceable to the maximum extent permitted by law.



 


		10.	Warranties



 


Consultant represents and
warrants that: (a) Consultant has full right, power, and authority to enter into and perform this Agreement without the consent
of any third party; (b) Consultant, its agents and employees, have the full right, power, and authority to comply with the
obligations of Section 4; and (c) Consultant will not, in the course of performing the Services, infringe or misappropriate any intellectual property right
of any third party.


 






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		11.	Conflicting Obligations



 


Consultant certifies that
Consultant has no outstanding agreement or obligation that conflicts with any of the provisions of this Agreement or that would
preclude Consultant from complying with the provisions of this Agreement. Consultant will not enter into any such conflicting agreement
during the term of this Agreement. Consultant’s violation of this Section will be considered a material breach under
Section 8(b).


 


		12.	Miscellaneous



 


		(a)	Any notice or other communication required or permitted by this Agreement to be given to a party
shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed
by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete
transmission) to the party at the party’s address or facsimile number written below or at such other address or facsimile
number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective 3 business days
after mailing in accordance with this Section.



 


If to the Company, to:


 


Applied DNA Sciences, Inc.


Attn: Beth Jantzen, CFO


50 Health Sciences Drive,


Stony Brook, New York 11790


Telephone: (631) 240-8800


Facsimile: (631) 240-8900


 


If to the Consultant, to


 


Scott Anchin


Meadow Hill Place, LLC


[intentionally omitted]


 


		(b)	This Agreement (a) contains the entire understanding between the parties with respect to subject
matter hereof, (b) supersedes all prior communications and understandings with respect thereto, whether written or oral, (c) may
not be modified in any manner, except by written amendment duly executed by the authorized representatives of each party hereto,
and (d) may be executed by facsimile or electronic signature which shall be deemed to be an original for all purposes. It
is further understood and agreed that no failure or delay by a party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any right, power or privilege hereunder. The headings and subheading contained herein shall not be considered a
part of this Agreement.



 






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		(c)	Although the restrictions and terms contained in this Agreement are considered by the parties to
be reasonable for the protection of Company’s proper interests, if any such restriction and/or term is found by a court of
competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its
nature and scope as will render it enforceable. If it cannot be so modified, written or interpreted to be enforceable in any respect,
it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.



 


		(d)	This Agreement shall be construed in accordance with the laws of the State of New York without
regard to any provisions of conflicts of laws. The New York State Supreme Court, County of New York, or the United States District
Court for the Southern District of New York shall have exclusive jurisdiction to adjudicate any dispute arising in connection with
this Agreement and each party hereby consents to such jurisdiction. This Agreement may not be assigned by a party without the advance
written consent of the other party.



 


[Signature
Page Follows]


 


IN WITNESS WHEREOF, the
parties have executed this Agreement on the dates indicated below.


 


	APPLIED DNA SCIENCES, INC.	 	MEADOW HILL PLACE, LLC
	 	 	 
	By:	/s/ James A. Hayward	 	By:	/s/ Scott L Anchin
	Name:  James A. Hayward	 	Name:  Scott Anchin
	Title:    CEO 	 	Date:    12/9/19
	Date:   12/9/2019	 	 



 






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EXHIBIT A


 


Services


 


Intentionally omitted. 


 






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EXHIBIT B


 


Consultant Compensation


 


Intentionally omitted. 


 






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