Exhibit 10.3


 





 


CONFIDENTIAL
INFORMATION AND

INVENTION ASSIGNMENT AGREEMENT


 


As
a condition of my becoming employed as a consultant by Relmada Therapeutics, Inc., a Nevada corporation, or any of its current
or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration
of my consulting relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company,
I agree to the following:


 


1. Consulting
Relationship. I understand and acknowledge that this Agreement does not alter, amend or expand upon any rights I may have
to continue in the employ of, or the duration of my consulting relationship with, the Company under any existing agreements between
the Company and me or under applicable law. Any consulting relationship between the Company and me, whether commenced prior to
or upon the date of this Agreement, shall be referred to herein as the “Relationship.”


 


2. Duties.
I will perform for the Company such duties as may be designated by the Company from time to time. During the Relationship,
I will devote my best efforts to the interests of the Company and will not engage in other employment or in any activities detrimental
to the best interests of the Company without the prior written consent of the Company.


 


3. Intentionally
left blank.


 


4. Confidential
Information.


 


(a) Company
Information. I agree at all times during the term of my Relationship with the Company and thereafter for 24 months, to
hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform my obligations
to the Company under the Relationship, or to disclose to any person, firm, corporation or other entity without written authorization
of the Board of Directors of the Company, any Confidential Information of the Company which I obtain or create. I further agree
not to make copies of such Confidential Information except as authorized by the Company. I understand that “Confidential
Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not
limited to, research, product plans, products, services, suppliers, customer lists and customers (including, but not limited to,
customers of the Company on whom I called or with whom I became acquainted during the Relationship), prices and costs, markets,
software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, hardware
configuration information, marketing, licenses, finances, budgets or other business information disclosed to me by the Company
either directly or indirectly in writing, orally or by drawings or observation of parts or equipment or created by me during the
period of the Relationship, whether or not during working hours. I understand that “Confidential Information”
includes, but is not limited to, information pertaining to any aspects of the Company’s business which is either information
not known by actual or potential competitors of the Company or other third parties not under confidentiality obligations to the
Company, or is otherwise proprietary information of the Company or its customers or suppliers, whether of a technical nature or
otherwise. I further understand that Confidential Information does not include any information which has become publicly known
and made generally available through no wrongful act of mine, was known to me at the time it was disclosed, is lawfully and in
good faith made available to me by a third party who did not derive it, directly or indirectly from the Company, or is information
that is independently discovered or developed by me without violating my obligations under this agreement and which can be demonstrated
by competent evidence.


 






     


     


    

 





 


(b) Prior
Obligations. I represent that my performance of all terms of this Agreement as an consultant of the Company has not breached
and will not breach any agreement to keep in confidence information acquired by me prior or subsequent to the commencement of
my Relationship with the Company, and I will not disclose to the Company or use any inventions, confidential or non-public proprietary
information or material belonging to any previous client, employer or any other party. I will not induce the Company to use any
inventions, confidential or non-public proprietary information or material belonging to any previous client, employer or any other
party. I acknowledge and agree that I have in good faith listed on Exhibit B all agreements (e.g., non-competition agreements,
non-solicitation of customers agreements, non-solicitation of employees agreements, confidentiality agreements, inventions agreements,
etc.) with a current or former employer, or any other person or entity, that may reasonably restrict my ability to recruit or
engage customers or service providers on behalf of the Company, or otherwise relate to or restrict my ability to perform my duties
as a consultant of the Company or any obligation I may have to the Company.


 


(c) Third
Party Information. I recognize that the Company has received and in the future will receive confidential or proprietary
information from third parties 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. I agree to hold all such confidential or proprietary information in the strictest
confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work
for the Company consistent with the Company’s agreement with such third party.


 


5. Inventions.


 


(a) Inventions
Retained and Licensed. I have in good faith and to best of my knowledge attached hereto, as Exhibit A, a list describing
with particularity all inventions, original works of authorship, developments, improvements, and trade secrets which were made
by me prior to the commencement of the Relationship (collectively referred to as “Prior Inventions”), which
belong solely to me or belong to me jointly with another, which as of the execution of this agreement may reasonably relate in
any way to any of the Company’s proposed businesses, products or research and development, and which are not assigned to
the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If, in the course
of my Relationship with the Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or
in which I have an interest, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual,
worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell and otherwise
distribute such Prior Invention as part of or in connection with such product, process or machine.


 






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(b) Assignment
of Inventions. I agree that I will promptly make full written disclosure to Company, will hold in trust for the sole right
and benefit of the Company, and hereby assign to Company, or its designee, all my right, title and interest throughout the world
in and to any and all inventions related to the Company’s technology or development programs as currently operated or contemplated,
original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable
under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived
or developed or reduced to practice, during the period of time in which I am employed by the Company (collectively referred to
as “Inventions”), except as provided in Exhibit A. I further acknowledge that all inventions, original works
of authorship, developments, concepts, know-how, improvements or trade secrets which are made by me (solely or jointly with others)
within the scope of and directly related to Company’s technology or development programs as currently operated or contemplated
and during the period of my Relationship with the Company are “works made for hire” (to the greatest extent
permitted by applicable law) and are compensated by my salary (if I am an employee), unless regulated otherwise by the mandatory
law of the State of New York.


 


(c) Maintenance
of Records. I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or
jointly with others) during the term of my Relationship with the Company. The records may be in the form of notes, sketches, drawings,
flow charts, electronic data or recordings, laboratory notebooks, and any other format. The records will be available to and remain
the sole property of the Company at all times. I agree not to remove such records from the Company’s place of business except
as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the
purpose of furthering the Company’s business. I agree to return all such records (including any copies thereof) to Company
at the time of termination of my Relationship with the Company as provided for in Section 6.


 


(d) Patent
and Copyright Rights. I agree to assist Company, or its designee, at its expense, in every proper way to secure Company,
or its designee’s, rights in the Inventions and any copyrights, patents, trademarks, mask work rights, moral rights, or
other intellectual property rights relating thereto in any and all countries, including the disclosure to Company, or its designee
of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments,
recordations, and all other instruments which Company or its designee shall deem necessary in order to apply for, obtain, maintain
and transfer such rights and in order to assign and convey to Company or its designee and any successors, assigns and nominees
the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or
other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when
it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement until the expiration
of the last such intellectual property right to expire in any country of the world. If the Company or its designee is unable because
of my mental or physical incapacity or unavailability or for any other reason to secure my signature to apply for or to pursue
any application for any United States or foreign patents, copyright, mask works, or other registrations covering Inventions or
original works of authorship assigned to Company or its designee as above, then I hereby irrevocably designate and appoint Company
and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute
and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance,
maintenance or transfer of letters patent, copyright or other registrations thereon with the same legal force and effect as if
originally executed by me. I hereby waive and irrevocably quitclaim to Company or its designee any and all claims, which I now
or hereafter have for infringement of any and all proprietary rights assigned to Company or such designee.


 






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6. Company
Property; Returning Company Documents. I acknowledge and agree that I have no expectation of privacy with respect to the
Company’s telecommunications, networking or information processing systems (including, without limitation, stored company
files, e-mail messages and voice messages) and that my activity and any files or messages on or using any of those systems may
be monitored at any time without notice. I further agree that any property situated on the Company’s premises and owned
by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company
personnel at any time with or without notice. I agree that, at the time of termination of my Relationship with the Company, I
will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records,
data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks,
materials, flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items, developed
by me pursuant to the Relationship or otherwise belonging to the Company, its successors or assigns. In the event of the termination
of the Relationship, I agree to sign and deliver the “Termination Certification” attached hereto as Exhibit C,
however, my failure to sign and deliver the Termination Certificate shall in no way diminish my continuing obligations under this
Agreement.


 


7. Notification
to Other Parties. 


 


(a)Consultant.
In the event that I leave the employ of the Company as a consultant, I hereby consent to notification by the Company to my new
employer about my rights and obligations under this Agreement.


 


(b)Consultants.
I hereby grant consent to notification by the Company to any other parties besides the Company with whom I maintain a consulting
or employment relationship, including parties with whom such relationship commences after the effective date of this Agreement,
about my rights and obligations under this Agreement.


 






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8. Solicitation
of Employees, Consultants and Other Parties. I agree that during the term of my Relationship with the Company, and for
a period of Twenty Four (24) months immediately following the termination of my Relationship with the Company for any reason,
whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s
employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or
take away employees or consultants of the Company, either for myself or for any other person or entity. Further, during my Relationship
with the Company and at any time following termination of my Relationship with the Company for any reason, with or without cause,
I shall not use any Confidential Information of the Company to attempt to negatively influence any of the Company’s clients
or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer
or other person either directly or indirectly, to direct his or its purchase of products and/or services to any person, firm,
corporation, institution or other entity in competition with the business of the Company.


 


9. Representations
and Covenants.


 


(a) Facilitation
of Agreement. I agree to execute promptly any proper oath or verify any proper document required to carry out the terms
of this Agreement upon the Company’s written request to do so.


 


(b) Conflicts.
I knowingly represent that my performance of all the terms of this Agreement does not and will not breach any agreement I
have entered into, or will enter into with any third party, including without limitation any agreement to keep in confidence proprietary
information acquired by me in confidence or in trust prior to commencement of my Relationship with the Company. I agree not to
enter into any written or oral agreement that conflicts with the provisions of this Agreement.


 


(c) Voluntary
Execution. I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand
and will fully and faithfully comply with such provisions.


 


10. General
Provisions.


 


(a) Governing
Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the
State of New York, without giving effect to the principles of conflict of laws.


 


(b) Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the
subject matter herein and merges all prior discussions between us. No modification or amendment to this Agreement, nor any waiver
of any rights under this Agreement, will be effective unless in writing signed by both parties. Any subsequent change or changes
in my duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.


 






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(c) Severability.
If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in
full force and effect.


 


(d) Successors
and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives,
and my successors and assigns, including, any successor entity, and will be for the benefit of the Company, its successors, and
its assigns.


 


(e) Survival.
The provisions of this Agreement shall survive the termination of the Relationship and the assignment of this Agreement by
the Company to any successor in interest or other assignee.


 


(f) Remedies.
I acknowledge and agree that violation of this Agreement by me may cause the Company irreparable harm, and therefore agree that
the Company will be entitled to seek relief in court, including but not limited to temporary restraining orders, preliminary injunctions
and permanent injunctions without the necessity of posting a bond or other security and in addition to and without prejudice to
any other right and remedies that the Company may have for a breach of this Agreement.


 


(g) ADVICE
OF COUNSEL. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT
LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED
AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.


 


[Signature
Page Follows]


 






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The
parties have executed this Confidentiality and Inventions Assignment Agreement on the respective dates set forth below:


 


	COMPANY:	 	CONSULTANT:
	 	 	 	 	 
	RELMADA
    THERAPEUTICS, INC.	 	CHARLES
    S. ENCE
	 	 	 	 	 
	By:  	 	 	Signature: 	 
	 	 	 	 	 
	Name:	Sergio
Traversa	 	Date:	July
29, 2019
	 		 	 	 
	Title:	CEO	 	 	 
	 	 	 	 	 
	Date:	July
    29, 2019	 	 	 




 



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EXHIBIT
A


 


LIST
OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP


EXCLUDED
UNDER SECTION 3


 


☒ No
inventions or improvements


 


☐  Additional
Sheets Attached


 


Signature
of Consultant: ________________


 


Print
Name of Consultant: Charles S. Ence


 


Date:
July 29, 2019


 






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EXHIBIT
B


 


LIST
OF PRIOR AGREEMENTS


 


	Name of Agreement	 	Parties to Agreement	 	Restrictions(s)
	None	 	 	 	 
	 	 	 	 	 





 


 


 


 


 


 


 


 


 


Consultant’s
Signature: _______________


 


Date:
July 29, 2019


 






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EXHIBIT
C


 


TERMINATION
CERTIFICATION


 


This
is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals,
lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment,
other documents or property, or copies or reproductions of any aforementioned items belonging to Relmada Therapeutics, Inc., its
subsidiaries, affiliates, successors or assigns (together the “Company”).


 


I
further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment
Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived
or made by me (solely or jointly with others) covered by that agreement.


 


I
further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential
all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs,
formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists,
business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees,
clients, consultants or licensees.


 


I
further agree that for twenty four (24) months from the date of this Certificate, I shall not either directly or indirectly solicit,
induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company,
or attempt to solicit, induce, recruit, encourage or take away, hire, or otherwise engage the services of employees or consultants
of the Company, either for myself or for any other person or entity. Further, I shall not at any time use any Confidential Information
of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services
or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct
his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with
the business of the Company.


 


Date:                                                          


 


	 	 
		(Consultant’s
Signature)
	 	 
	 	 
	 	(Type/Print
Consultant’s Name)



 


 


 


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