Exhibit 10.4


 


Consulting Agreement


 


 


THIS AGREEMENT is entered into and effective
this 15th day of June, 2016 by and between 3D Systems Corporation, hereinafter referred to as “3D Systems”,
and Mark W. Wright, hereinafter referred to as “Contractor”.


 


WHEREAS, 3D Systems hereby engages the Contractor
to render consulting services including, but not limited to, cooperation related to litigation, as determined from time to time
and as directed by 3D Systems (collectively, the “Services”).


 


NOW, THEREFORE, the parties intending to be
legally bound have entered into the following Agreement:


 


1.Contractor will perform Services for 3D Systems at such
place(s) to which the parties have mutually agreed.


 


2.Contractor represents that it possesses
the requisite expertise and technical ability to perform the Services.


 


3.Contractor will devote such time as is reasonably necessary
to complete the Services on such timelines as mutually agreed-upon between the parties.


 


4.Compensation: 3D Systems shall pay Contractor
at a rate of Two Hundred Dollars ($200) per working hour, on an as-needed basis. Contractor shall present to 3D Systems invoices
for Services rendered; 3D Systems shall pay all invoices within fifteen (15) days after the later of receipt of invoice and approval
of the Services by 3D Systems, provided that other conditions to payment set forth in this Agreement are met. No payments will
be made for services rendered by Contractor other than the Services unless such services are approved in writing by 3D Systems
as amendments to this Agreement.


 


5. 3D Systems will pay for pre-approved
travel costs and related expenses incurred on behalf of 3D Systems by Contractor so long as such travel costs are incurred pursuant
to 3D Systems’ Travel Policy.


 


6.Contractor is responsible for paying when
due all income taxes, including estimated taxes, incurred as a result of the compensation paid by 3D Systems to Contractor for
Services under this agreement. On request, Contractor will provide 3D Systems with proof of timely payment. Contractor agrees to
indemnify 3D Systems for any claims, costs, losses, fees, penalties, interest, or damages suffered by 3D Systems resulting from
Contractor’s failure to comply with this provision.


 


7.The Contractor agrees to perform the Services
hereunder solely as an independent contractor. The parties to this Agreement recognize that this Agreement does not create any
actual or apparent agency, partnership, franchise, or relationship or employer and employee between the parties. The Contractor
is not authorized to enter into or commit 3D Systems to any agreements, and the Contractor shall not represent itself as the agent
or legal representative of 3D Systems.


 






     


     

    

Further, the Contractor shall not be entitled
to participate in any of 3D Systems benefits, including without limitations any health or retirement plans. The Contractor shall
not be entitled to any remuneration, benefits, or expenses other than as specifically provided for in this Agreement.


 


3D Systems shall not be liable for taxes,
Worker’s Compensation, unemployment insurance, employers’ liability, employer’s FICA, social security, withholding
tax, or other taxes or withholding for or on behalf of the Contractor or any other person consulted or employed by the Contractor
in performing Services under this Agreement. All such costs shall be Contractor’s responsibility.


 


8.Upon receipt of itemized vouchers, expense
account reports and supporting documents, submitted to 3D Systems in accordance with 3D Systems’ procedures then in effect,
3D Systems shall reimburse Contractor for all reasonable and necessary business expenses incurred ordinarily and necessarily by
Contractor in connection with the performance of Contractor’s Services hereunder.


 


9.During the course of the engagement under
this Agreement, it is anticipated that the Contractor will learn confidential or proprietary information of 3D Systems. The Contractor
will sign the Contractor’s Confidentiality Agreement attached hereto as Schedule A. Any breach of the Confidentiality
Agreement is a material breach of this agreement.


 


10.Contractor agrees that all right, title
and interest in and to any information and items made during the course of this Agreement and/or arising from the Services performed
by Contractor, including without limitation, all inventions, designs, drawings, know-how, prototypes, developments, patents, copyrights,
trademarks, or trade secrets, (hereinafter referred to as the "Work Product") shall be and hereby are assigned to the
Company as its sole and exclusive property. Upon the Company's request Contractor agrees to assist the Company, at the Company's
expense, to obtain any patents, copyrights, or trademarks for the Work Product, including the disclosure of all pertinent information
and data with respect thereto, the execution of all applications, specifications, oaths, and assignments, and all other instruments
and papers which the Company shall deem necessary to apply for and to assign or convey to the Company, its successors and assigns
or nominees, the sole and exclusive right, title and interest in the Work Product. The fact that any Work Product is created
by Contractor outside of the Company's facilities or other than during Contractor's working hours with the Company, shall not diminish
Company's rights with respect to the Work Product.


 


11.At the termination of his/her engagement
under this Agreement, Contractor will return to 3D Systems all drawings, specifications, manuals, and other printed or reproduced
material (including information stored on machine readable media) provided by 3D Systems to Contractor, and/or which Contractor
made or acquired in the performance of his/her Services under this Agreement, and all copies of such information made by Contractor.


 






     


     

    

12.Contractor agrees that during the term
of his/her engagement with 3D Systems, and for a period of one year after the termination thereof, Contractor will not, directly
or indirectly, either for his/her own use, or for the benefit of any other person, firm or corporation, divert or take away, or
attempt to divert or take away, call on or solicit, any of 3D Systems’ employees or customers.


 


13.The initial term of this Agreement shall
begin on June 18, 2016 and end on December 31, 2017. The parties may extend such term upon mutual agreement.


 


14.Contractor’s obligations to 3D
Systems under paragraphs 9 and 10 of this Agreement are continuing obligations, and they shall continue in effect beyond the terms
of this Agreement, or any earlier termination.


 


15.If any provision of this Agreement is
determined to be invalid or unenforceable, then, unless the intent of this Agreement would fail, the provision shall be deemed
to be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of
this Agreement.


 


16.The parties acknowledge that this Agreement
constitutes a personal contract with Contractor. Contractor may not transfer or assign this Agreement, or any part thereof, without
the prior written approval of 3D Systems.


 


17.This Agreement has been entered into
in the State of South Carolina and all questions with regard to the construction of this Agreement and the rights and liabilities
of the parties hereunder shall be governed by the laws of South Carolina.


 


18.This Agreement contains the entire understanding
between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral negotiations
and agreements between the parties regarding the subject matter hereof. This Agreement may be amended only by a writing signed
by each of the parties hereto.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement the day and first above written.


 


 





	3D SYSTEMS CORPORATION	 	CONTRACTOR
	 	 	 
	By: 	/s/ Andrew M. Johnson	 	/s/ Mark W. Wright
	Name:  	Andrew M. Johnson	 	Mark W. Wright
	Title:	EVP, Chief Legal Officer and Secretary	 	 
	 	 	 	 
	 	 	 












 


 


 


 






     


     

    

SCHEDULE A


TO CONSULTING AGREEMENT


 


 


 


 


 


 


 


 


 


 


 






     


     

    

 


THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO 


SECTION 14.5 HEREIN


 


3D SYSTEMS CORPORATION


CONTRACTOR CONFIDENTIALITY AGREEMENT


 


 


THIS CONTRACTOR CONFIDENTIALITY, NON-SOLICITATION
AND ARBITRATION AGREEMENT ("Agreement") is made and entered into on June 15, 2016, by and between 3D SYSTEMS CORPORATION,
a Delaware corporation (together with its subsidiaries, the "Company"), its successors and assigns, and Mark W. Wright,
a Contractor of the Company ("Contractor").


 


RECITALS:


 


A.          
During the course of Contractor's retention by the Company, including subsidiaries of the Company, Contractor will obtain
specialized and confidential knowledge and information regarding numerous aspects of its business including specialized and confidential
knowledge and information relating to its products, customers, business procedures and methods of operation.


 


B.          
Contractor desires to be retained by the Company and the Company desires to retain the services of Contractor.


 


C.          
The parties hereto desire to set forth in writing their mutual understandings and agreements regarding, among other things,
the Company's trade secrets, inventions, patents, customers, and property.


 


D.In consideration of Contractor’s retention by the Company, the bargained
for compensation, the confidential information made available to Contractor as that term is defined below, the training and certification(s)
provided to Contractor, and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


TERMS AND CONDITIONS:


 


1.           
Purpose.This Agreement does not in any way constitute, and should not be construed as, a contract of employment.
Furthermore, it is agreed that Contractor is not an employee of the Company.


 






     


     

    

2.           
Trade Secrets and Confidential Business Information. Contractor recognizes and agrees that Contractor will not, at
any time, whether during or subsequent to the term of Contractor's retention of services by the Company or any of its subsidiaries,
unless specifically previously consented to in writing by the President of the Company, directly or indirectly use, divulge, disclose
or communicate to any person, firm or corporation confidential information belonging to the Company or any of its subsidiaries
or their business, as that term is defined in this Agreement. "Confidential Information" specifically includes: (a) the
identities, buying habits or practices of the Company's customers; (b) the Company's advertising and marketing strategies, methods,
research and related data; (c) the names of the Company's vendors, resellers or suppliers; (d) the cost, type and quantity of materials
and/or supplies ordered by the Company; (e) the prices at which the Company obtains or has obtained or sells or has sold its products
or services; (f) the Company's manufacturing, distribution and sales costs, methods and objectives; (g) technical information including
machinery and equipment designs, drawings and specifications; (h) inventions; (i) pending patent applications; (j) product information
including designs, drawings, specifications, methods of quality control and formulas or equations used in connection therewith;
(k) "trade secrets" as such term is defined in S.C. Code Ann. § 39-8-10, et seq. or other similar applicable
law of any other jurisdiction; and/or (l) customer lists, pricing lists, supplier lists or reseller lists. The parties hereto agree
that the foregoing items of Confidential Information are important, material, and confidential, could constitute trade secret material,
affect the successful conduct of the Company's business, and its goodwill, and that a breach of any term of this Section 2
is a material breach of this Agreement. Contractor understands that nothing contained in this Agreement is intended to, nor will
this Agreement be enforced in a manner so as to infringe upon or restrict any rights (if applicable) afforded to Contractor under
the National Labor Relations Act, including any rights related to protected concerted activity.


 


3.           
Inventions and Patents. Contractor agrees, to the fullest extent permitted by applicable law, that all inventions
developed by Contractor, whether independently or with the assistance of others, during the term of Contractor's retention by the
Company or any of its subsidiaries, which are developed with the Company's or such subsidiary’s equipment, supplies, facilities,
trade secrets, or time, or which relate to the business of the Company or such subsidiaries or their respective actual or demonstrably
anticipated research or development, or which result from work performed by Contractor for the Company or any of its subsidiaries,
are the sole property of the Company or such subsidiary, as the case may be, and Contractor hereby expressly assigns and agrees
to assign all of Contractor's right, title and/or interest in and to such inventions to the Company or a subsidiary designated
by the Company and, upon request, will assist the Company and its subsidiaries in any manner whatsoever in obtaining patents for
such inventions.


 


4.           
Solicitation of Customers. Contractor agrees that, during the term of Contractor's retention by the Company and its
subsidiaries and for a period of twelve (12) months following separation of Contractor’s retention by the Company, including
termination by the Company for cause or without cause, Contractor will not, directly or indirectly, either for Contractor's own
use or for the benefit of any other person, firm or corporation, divert or take away the business of, or attempt to divert or take
away the business of, call on or solicit the business of, or attempt to call on or solicit the business of, or do business with,
any of the Company's or its subsidiaries’ customers, including, but not limited to, such customers as to whom Contractor
had called on, solicited, serviced or became acquainted with while retained by the Company or its subsidiaries.


 






     


     

    

5.           
Solicitation of Employees. Contractor agrees that during the term of Contractor's retention by the Company and for
a period of twelve (12) months following separation of Contractor’s retention by the Company, including termination by the
Company for cause or without cause, Contractor will not, directly or indirectly, either alone or in concert with others, solicit,
induce, or entice any employee of or Contractor to the Company or its subsidiaries to leave the Company or its subsidiaries for
any reason whatsoever, or to work for anyone in competition with the Company or its subsidiaries, or hire any current employee
or Contractor of Company.


 


6.           
Competition. Contractor agrees that, during the term of Contractor’s retention by the Company and its subsidiaries,
Contractor will not, directly or indirectly, either alone or in concert with others, compete with or make preparations to compete
with the Company or its subsidiaries.


 


7.           
Company Property. Contractor acknowledges and agrees not to remove Company property from the Company's or its subsidiaries’
premises unless Contractor’s position specifically requires Contractor to do so in connection with Contractor’s job
duties. Upon request by the Company, Contractor will immediately deliver to the Company all Company property in Contractor's possession
or under Contractor's control in good condition, ordinary wear and tear excepted.


 


8.           
Ownership of Customer Records. Contractor agrees that Company or subsidiary owned records of the accounts of customers,
Company or subsidiary owned route books, and other Company or subsidiary owned records and books specifically relating to customers,
are the exclusive property of the Company. Upon request by the Company, Contractor will immediately deliver such records, books,
and records to the Company. In the event that Contractor individually purchases such original books or records, Contractor shall
immediately notify the Company, who shall then reimburse Contractor for such purchases, and the books or records will become Company
property.


 


9.           
Securities Trading Restrictions. Contractor hereby acknowledges that it is aware, and that it will advise such of
its representatives who are informed as to the matters which are the subject of this Agreement, that the United States securities
laws prohibit any person who has received from a company material, non-public information (including, but not limited to, matters
which are the subject of this Agreement) from purchasing or selling securities of such company or from communicating such information
to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such
securities.


 


10.        
Contractor's Duties Upon Separation. In the event that Contractor’s contract is terminated by the Company or
its subsidiaries, for any reason, Contractor agrees to deliver promptly to the Company in good condition, ordinary wear and tear
excepted, Company property and customer-related records as set forth in Sections 7 and 8.


 


11.        
Breach of Agreement.


 






     


     

    

               
11.1The Company and Contractor recognize and acknowledge that Contractor is retained in a position where Contractor
will be rendering personal services of a special, unique, unusual, extraordinary and intellectual character requiring extraordinary
ingenuity and effort by Contractor. Contractor agrees that a breach or threatened breach by Contractor of this Agreement, including
its covenants, could not reasonably or adequately be compensated in damages in an action at law and that Company shall be entitled
to injunctive relief, which may include, but shall not be limited to, restraining Contractor from performing any action that would
breach this Agreement.


 


11.2Nothing herein shall be construed as
prohibiting the Company from pursuing any other remedy available at law or in equity to the Company as a result of such breach
or threatened breach, including the recovery of damages from Contractor.


 


               
11.3The remedies conferred by the specific provisions of this Agreement, including this Section 10, are not exclusive
of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder
or now or hereafter existing at law or in equity or by statute or otherwise.


 


12.        
Continuing Obligations. Contractor's obligations under this Agreement shall continue in effect beyond Contractor’s
retention by the Company and each and every obligation of Contractor under this Agreement shall survive any termination, or attempted
termination, by Contractor of this Agreement.


 


13.        
Contractor's Representations. Contractor hereby represents and warrants that Contractor is free to enter into this
Agreement and to perform each of the terms and covenants contained herein. Contractor further represents and warrants that Contractor
is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, and that Contractor's
execution and performance of this Agreement is not a violation or breach of any other agreement between Contractor and any other
person or entity.


 


14.        
General Provisions.


 


               
14.1Notices. All notices or other written communications required or permitted to be given by this Agreement
shall be deemed given when personally delivered or two (2) days after it has been sent (the date of posting shall be considered
as the first day and any Sundays, legal holidays or other days upon which the local mail generally is not delivered shall not be
counted in determining this period) by registered or certified mail, postage prepaid, properly addressed to the party to receive
the notice at the following address or at any other address given to the other party in the manner provided by this Section 13.1:


 






     


     

    

               
 





	 	If to the Company:	3D Systems Corporation
	 	 	333 Three D Systems Circle
	 	 	Rock Hill, SC 29730
	 	 	Attn: Vice President, General Counsel
	 	 	and Secretary
	 	 	 
	 	If to the Contractor:	(Contractor's address as specified on the
	 	 	signature page of this Agreement.)






 






 





Nothing contained herein shall justify or excuse
failure to give oral notice for the purpose of informing the parties hereto when prompt notification is required, however, it shall
be understood that such oral notice shall in no way satisfy the requirement of written notice.


 


               
14.2Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the provision
shall be deemed to be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of
the remainder of this Agreement.


 


14.3Successors and Assigns. The parties
acknowledge that this Agreement constitutes a personal contract with Contractor. Contractor may not transfer or assign this Agreement
or any part thereof without the Company's prior written approval. This Agreement shall be binding upon and shall inure to the benefit
of the Company and its successors and assigns, and shall be binding upon Contractor and Contractor's assignees, heirs, successors,
executors, administrators and other legal representatives.


 


14.4No Implied Waivers. The failure
of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the right
to require such performance at any later time nor shall the waiver by either party of a breach of any provision hereof be taken
or held to be a waiver of such provision.


 


14.5Arbitration. All controversies,
claims, disputes, and matters in question arising out of, or relating to this Agreement (or the breach thereof), shall be decided
by arbitration in accordance with the provisions of this paragraph, with the sole exception of controversies, claims, disputes,
and matters in question properly made or brought pursuant to the National Labor Relations Act. Contractor understands and acknowledges
that nothing in this Agreement restricts Contractor’s right (if applicable) to file unfair labor practice charges or otherwise
access the processes of the National Labor Relations Board.


               
 






     


     

    

 


               
The arbitration proceedings shall be conducted under the applicable rules of the American Arbitration Association ("AAA").
The arbitration board will consist of one arbitrator chosen by the Parties. If the Parties cannot agree upon an arbitrator, they
shall submit to the procedure utilized by AAA to choose an arbitrator.


 


               
The decision of the arbitrator, including determination of amount of any damages suffered, shall be conclusive, final, and
binding on the Parties, their respective heirs, legal representatives, successors, and assigns. The arbitrator shall be bound to
follow South Carolina law and case precedent. Any decision of the arbitrator will not be binding if the arbitrator fails to follow
South Carolina law and case precedent. The arbitrator shall render a written arbitration decision that reveals the essential findings
and conclusions upon which the award is based.


 


               
The Company shall bear the arbitration filing fees and the fees of the arbitrator for all actions filed by it. Each party
shall bear his/her/its own attorneys' fees, witness fees and costs not unique to arbitration. However, if any party prevails on
a claim which affords the prevailing party attorneys' fees, the arbitrator may award reasonable attorneys' fees to the prevailing
party.


 


               
14.6Governing Law. This Agreement and all questions with respect to the construction of this Agreement and the
rights and liabilities of the parties shall be governed by the laws of the State of South Carolina without regard to its laws relating
to choice of law or conflict of laws.


 


               
14.7Counterparts. 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.


 


               
14.8Section References. Any reference in the Agreement to a section or subsection shall be deemed to include
a reference to any subsidiary sections whenever the context requires.


 


               
14.9Captions. The captions of the sections and subsections of this Agreement are included for reference purposes
only and are not intended to be a part of the Agreement or in any way to define, limit or describe the scope or intent of the particular
provision to which they refer.


 


               
14.10Entire Agreement; Amendment. This Agreement contains the entire understanding between the parties with respect
to the subject matter hereof and supersedes all prior and contemporaneous written or oral negotiations and agreements between them
regarding the subject matter hereof. This Agreement may be amended only in a writing signed by each of the parties.


 






     


     

    

 


               
14.11Prior Agreements. This Agreement replaces and supersedes any prior Contractor Confidentiality and Non-solicitation
Agreements between the Contractor and Company. Further, this Agreement replaces and supersedes any prior Agreement for Binding
Arbitration between the Contractor and Company.


 


               
14.12Notice to New Employers. The Company may notify anyone hereafter retaining Contractor of the existence and
provisions of this Agreement.


 


               
14.13Effective Date. This Agreement will become effective on the commencement of Contractor's retention by the
Company.


 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above mentioned.


 


 


3D SYSTEMS CORPORATION


 








	By  	/s/ Andrew M. Johnson	 	/s/ Mark W. Wright
	 	Andrew M. Johnson	 	Signature of Contractor
	 	EVP, Chief Legal Officer & Secretary	 	 
	 	 	c/o 3D Systems Corporation
	 	 	333 Three D Systems Circle
	 	 	Rock Hill, South Carolina 29730
	 	 	"Contractor"