Exhibit 10.4


 


AMESITE INC.


 


AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION,


 


INVENTION ASSIGNMENT, AND ARBITRATION
AGREEMENT


 


As a condition of my
employment with Amesite Inc., its subsidiaries, affiliates, successors or assigns (together the “Company”),
and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company,
I agree to the following:


 


1. At-Will
Employment.


 


I UNDERSTAND AND ACKNOWLEDGE
THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES “AT-WILL” EMPLOYMENT. I ALSO UNDERSTAND
THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS IN WRITING AND SIGNED BY THE PRESIDENT OR CHIEF EXECUTIVE
OFFICER OF THE COMPANY AND ME. ACCORDINGLY, I ACKNOWLEDGE THAT EITHER I OR THE COMPANY MAY TERMINATE MY EMPLOYMENT RELATIONSHIP
WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT PRIOR NOTICE, FOR ANY REASON NOT PROHIBITED BY LAW OR FOR NO REASON AT ALL.


 


2. Confidential
Information.


 


A. Company
Information. I agree at all times during my employment with the Company and thereafter to hold in the strictest confidence,
and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization
of the President or the Board of Directors of the Company, any Company Confidential Information. I understand that my unauthorized
use or disclosure of Company Confidential Information during my employment will lead to disciplinary action, up to and including
immediate termination, and may also result in legal action by the Company. I understand that “Company Confidential
Information” means any non-public information that relates to the actual or anticipated business, research or development
of the Company, including, but not limited to, the Company’s technical data and trade secrets. Specifically, Company Confidential
Information includes, but is not limited to, research, product plans and other non-public information regarding the Company’s
products, services, and markets, customer lists and customers (including, but not limited to, those customers that I may call on
or with whom I may become acquainted during the term of my employment), software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, hardware configuration information, marketing, finances and other business information;
provided, however, Company Confidential Information does not include any of the foregoing items to the extent the same have become
publicly known and made generally available through no wrongful act of my own or of others.


 


B. Former
Employer Information. I agree that during my employment with the Company, I will not improperly use, disclose, or induce the
Company to use any proprietary information or trade secrets of any former or concurrent employer or other third party person or
entity. I further agree that I will not bring onto the premises of the Company or transfer onto the Company’s technology
systems any unpublished document, proprietary information or trade secrets belonging to any such former or concurrent employer
or third party person or entity, unless consented to in writing by both Company and such employer, person or entity.


   



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C. Third Party Information.
I acknowledge that the Company may have received and in the future may receive from third parties associated with the Company
(including, but not limited to, the Company’s customers, suppliers, licensors, licensees, partners, or collaborators (“Associated
Third Parties”)) confidential or proprietary information (“Associated Third Party Confidential Information”).
By way of example, Associated Third Party Confidential Information may include the habits or practices, technology, or requirements
of Associated Third Parties, or other information related to the business conducted between the Company and Associated Third Parties.
I agree that Associated Third Party Confidential Information is Company Confidential Information, and at all times during my employment
with the Company and thereafter, I agree to hold in the strictest confidence, and not to use or to disclose to any person, firm
or corporation any Associated Third Party Confidential Information, except as necessary in carrying out my work for the Company
consistent with the Company’s agreement with such Associated Third Parties. I understand that my unauthorized use or disclosure
of Associated Third Party Confidential Information during my employment may lead to disciplinary action, up to and including immediate
termination, and may also result in legal action by the Company and other parties.


 


D. Immunity
From Liability for Certain Confidential Disclosures. I acknowledge, agree, and understand that (i) nothing in this Agreement
prohibits me from reporting to any governmental authority or attorney information concerning suspected violations of law or regulation,
provided that I do so consistent with 18 U.S.C. 1833, and (ii) I may disclose trade secret information to a government official
or to an attorney and use it in certain court proceedings without fear of prosecution or liability, provided that I do so consistent
with 18 U.S.C. 1833.


 


3. Inventions.


 


A. Inventions
Retained and Licensed. I have attached hereto as Exhibit A, a list describing all inventions, discoveries, original
works of authorship, developments, improvements, and trade secrets, which were conceived in whole or in part by me prior to my
employment with the Company to which I have any right, title or interest, which relate to the Company’s proposed business,
products, or research and development (“Prior Inventions”); or, if no such list is attached, I represent
and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that the inclusion of any Prior Inventions
from Exhibit A of this Agreement will not materially affect my ability to perform all obligations under this Agreement.
If, in the course of my employment with the Company, I incorporate into or use in connection with any product, process, service,
technology or other work by or on behalf of Company any Prior Invention, I hereby grant to the Company a nonexclusive, royalty-free,
fully paid-up, irrevocable, perpetual, worldwide license, with the right to grant and authorize sublicenses, to make, have made,
modify, use, import, offer for sale, and sell such Prior Invention as part of or in connection with such product, process, service,
technology or other work and to practice any method related thereto.


 


B. Assignment
of Inventions. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right
and benefit of the Company, and hereby assign to the Company or its designee, all my right, title, and interest in and to any and
all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or
trade secrets, whether or not patentable or registrable under patent, copyright or similar laws, which I may solely or jointly
conceive, develop, or reduce to practice, or cause to be conceived, developed, or reduced to practice, during my employment with
the Company, or with the use of Company’s equipment, supplies, facilities, or Company Confidential Information, (collectively
referred to as “Inventions”). All Inventions that I conceive, reduce to practice, develop or have developed
(in whole or in part, either alone or jointly with others) shall be the sole property of the Company and its assigns to the maximum
extent permitted by law (and to the fullest extent permitted by law shall be deemed “works made for hire”). I also
agree to irrevocably assign (or cause to be irrevocably assigned) and hereby irrevocably assign to the Company all right, title
and interest in all Inventions and any copyrights, patents, trademarks, trade secrets, mask work rights, moral rights and intellectual
property and other rights (“Intellectual Property Rights”). I understand and agree that the decision
whether or not to commercialize or market any Inventions is within the Company’s sole discretion and for the Company’s
sole benefit and that no royalty or other consideration will be due to me as a result of the Company’s efforts to commercialize
or market any such Inventions.


  



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C. Maintenance
of Records. I agree to keep and maintain adequate, current, accurate, and authentic written records of all such Inventions,
which may be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by
the Company and which will be available to and remain the sole property of the Company at all times.


 


D. Patent
and Copyright Registrations. I agree to take steps that may be necessary to assist the Company, or its designee, at the Company’s
expense, in every proper way to complete the transfer of and secure the Company’s rights in the Inventions, Intellectual
Property Rights and any rights relating thereto in any and all countries, including by making the disclosure to the Company of
all pertinent information and data with respect thereto, executing all applications, specifications, oaths, assignments and all
other instruments which the Company shall deem proper or necessary in order to apply for, register, obtain, maintain, defend, and
enforce such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive
rights, title and interest in and to such Inventions and any rights relating thereto, and by testifying in a suit or other proceeding
relating to such Inventions and any 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. If the Company
is unable because of my mental or physical incapacity or for any other reason to secure my signature with respect to any Inventions
including, without limitation, to apply for or to pursue any application for any United States or foreign patents or copyright
registrations covering such Inventions, then I hereby irrevocably designate and appoint the 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 papers, oaths and to
do all other lawfully permitted acts with respect to such Inventions with the same legal force and effect as if executed by me.


 


4. Conflicting
Employment.


 


A. Current
Obligations. I agree that during the term of my employment with the Company, I will not engage in or undertake any other employment,
occupation, consulting relationship or commitment, or engage, invest or participate in any business that is similar to those which
the Company is engaged in, has created, has under development or is the subject of active planning from time to time (each a “Competitive
Business”) during my employment by the Company, provided, however, that I may own, as a passive investor, publicly-traded
securities of any Competitive Business so long as such securities do not, in the aggregate, constitute more than three percent
(3%) of any class of outstanding securities of such Competitive Business. I further agree not to engage in any other activities
that conflict with my obligations to the Company.


 


B. Prior
Relationships. I represent that I have disclosed to the Company any and all agreements relating to my prior employment that
may affect my eligibility to be employed by the Company or limit the manner in which I may be employed, and I further represent
to the Company that there are no such agreements which will prevent me from performing the duties of my position. I represent that
I have no other agreements, relationships, or commitments to any other person or entity that conflict with my obligations to the
Company under this Agreement or my ability to become employed and perform the services for which I am being hired by the Company.
I further agree that if I have signed a confidentiality agreement or similar type of agreement with any former employer or other
entity, I will comply with the terms of any such agreement to the extent that its terms are lawful under applicable law. I represent
and warrant that after undertaking a careful search (including searches of my computers, cell phones, electronic devices and documents),
I have returned all property and confidential information belonging to all prior employers. Moreover, in the event that the Company
or any of its directors, officers, agents, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries,
predecessor or successor corporations, or assigns is sued based on any obligation or agreement to which I am a party or am bound,
I agree to fully indemnify the Company, its directors, officers, agents, employees, investors, shareholders, administrators, affiliates,
divisions, subsidiaries, predecessor and successor corporations, and assigns for all verdicts, judgments, settlements, and other
losses incurred by the Company (the indemnitee) in the event that it is the subject of any legal action resulting from any breach
of my obligations under this Agreement, as well as any reasonable attorneys’ fees and costs if the plaintiff is the prevailing
party in such an action.


  



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5. Returning
Company Documents. Upon separation from employment with the Company or on demand by the Company during my employment, I will
immediately deliver to the Company, and will not keep in my possession, recreate or deliver to anyone else, any and all Company
property in my possession or control, including, but not limited to, Company Confidential Information (including Associated Third
Party Confidential Information) and any other property of the Company, including any devices and equipment (such as computers,
handheld electronic devices, telephone equipment, and other electronic devices), credit cards, records, data, notes, notebooks,
reports, files, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, photographs, charts,
and documents (electronic or hardcopy), along with reproductions of any of the aforementioned items, including, without limitation,
those records maintained pursuant to Section 3.C. I also agree that I will participate in an exit interview to confirm
my compliance with this Section 5.


 


6. Termination
Certification. Upon separation from employment with the Company, I agree to immediately sign and deliver to the Company the
“Termination Certification” attached hereto as Exhibit B. I also agree to keep the Company advised of my
home and business address for a period of three (3) years after termination of my employment with the Company, so that the Company
can contact me regarding my continuing obligations provided by this Agreement.


 


7. Notification
of New Employer. In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company
to my new employer about my obligations under this Agreement.


 


8. Solicitation
of Employees. I agree that for a period of twelve (12) months immediately following the termination of my relationship with
the Company for any reason, whether voluntary or involuntary, with or without cause, I shall not either directly or indirectly
solicit any of the Company’s employees to leave their employment, or attempt to solicit employees of the Company, either
for myself or for any other person or entity.


 


9. Conflict
of Interest Guidelines. I agree to diligently adhere all to policies of the Company including the Company’s insider’s
trading policies and the Conflict of Interest Guidelines (attached as Exhibit C hereto), which may be revised from
time to time during my employment.


 


10. Representations.
I represent and warrant that I have not entered into, and I will not enter into, any oral or written agreement in conflict with
or otherwise breached by terms of this Agreement.


 


11. Audit.
I acknowledge that it is my responsibility to comply with the Company’s policies governing use of the Company’s
documents and the internet, email, telephone and technology systems to which I will have access in connection with my employment.
I understand that I am not permitted to add any unlicensed, unauthorized or non-compliant applications to the Company’s technology
systems and I agree to refrain from copying unlicensed software onto the Company’s technology systems or using non-licensed
software or web sites. I acknowledge that I have no reasonable expectation of privacy in any property of the Company or any computer,
technology system, email, handheld device, telephone, or documents that are used to conduct the business of the Company, even if
not property of the Company. As such, the Company has the right to audit and search all such items and systems, without prior notice
to me, to ensure compliance with Company policies and for any business-related purposes.


  



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12. Arbitration
and Equitable Relief.


 


A. Scope
of Arbitration Requirement. I hereby waive my right to a trial before a judge or jury and agree to arbitrate, before a neutral
arbitrator skilled in hearing similar disputes, any and all claims arising from or relating to my employment (each an “Arbitrable
Dispute”), including, but not limited to, any and all claims or disputes arising out of this Agreement. Arbitration
is the exclusive remedy for any Arbitrable Dispute, instead of any court or administrative action, unless the waiver of a particular
court or administrative action is prohibited by law.


 


B. Procedure.
Any arbitration will be administered by the American Arbitration Association (“AAA”) and the neutral
arbitrator will be selected in a manner consistent with AAA’s National Rules For The Resolution of Employment Disputes (“Applicable
Arbitration Rules”). Any arbitration under this Agreement must be conducted in the city of the Company’s then
current principal place of business, and the arbitrator must administer and conduct the arbitration in accordance with the Applicable
Arbitration Rules, except that (i) the arbitrator must allow for the discovery authorized by the Michigan Rules of Civil Procedure
or the discovery that the arbitrator decides is necessary for the parties to vindicate their respective claims or defenses, and
(ii) presentation of evidence will be governed by the Michigan Rules of Evidence. Within a reasonable time after the conclusion
the arbitration proceedings, the arbitrator shall issue a written decision and must include the findings of fact and law that support
that decision. The arbitrator has the power to award any remedies available under applicable law, and the arbitrator’s decision
is final and binding on both parties, except to the extent applicable law allows for judicial review of arbitration awards.


 


C. Costs.
The Company shall bear all the costs of arbitration, except that I shall pay the first $125.00 of any filing fees associated with
any arbitration that I initiate. Each party is responsible for their own attorneys’ fees, and the arbitrator may not award
attorneys’ fees unless a statute or contract at issue specifically authorizes such an award.


 


D. Applicability.
This Section 12 does not apply to (i) workers’ compensation or unemployment insurance claims or (ii) claims concerning
ownership, validity, infringement, misappropriation, disclosure, misuse, or enforceability of any confidential information, patent
right, copyright, mask work, trademark, or any other trade secret or intellectual property held or sought by either myself or the
Company.


 


E. Remedy.
Should any party institute any legal action or administrative proceeding against the other with respect to any claim waived by
this Agreement or pursue any Arbitrable Dispute by any method other than as set forth above, except to enforce the arbitration
provisions and as expressly provided for in this Section 12, the responding party is entitled to recover from the initiating
party all damages, costs, expenses, and attorneys’ fees incurred as a result of that action.


 


F. Availability
of Injunctive Relief. I agree that any party may petition a court for injunctive relief as permitted by the Applicable Arbitration
Rules including for, but not limited to, claims and agreements concerning nonsolicitation, ownership, validity, infringement, misappropriation,
disclosure, misuse, or enforceability of any confidential information, patent right, copyright, mask work, trademark, or any other
trade secret or intellectual property held or sought by either myself or the Company. I acknowledge that any breach or threatened
breach of this Agreement will cause irreparable injury and that money damages will not provide an adequate remedy therefor, and
I hereby consent to the issuance of an injunction. In the event either party seeks injunctive relief, the prevailing party shall
be entitled to recover reasonable costs and attorneys’ fees.


  



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G. Administrative
Relief. I understand that this Agreement does not prohibit me from pursuing an administrative claim with a local, state or
federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission
or the workers’ compensation board. This Agreement does, however, preclude me from pursuing court action regarding any such
claim.


 


13. General
Provisions.


 


A. Voluntary
Nature of Agreement. I acknowledge and agree that I am executing this Agreement voluntarily and without any duress or undue
influence by the Company or anyone else. I further acknowledge and agree that I have carefully read this Agreement and have asked
any questions needed to fully understand the terms, consequences, and binding effect of this Agreement. I agree that I have been
provided an opportunity to seek the advice of an attorney of my choice before signing this Agreement.


 


B. Governing
Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the State of Michigan without giving
effect to any choice of law rules or principles that may result in the application of the laws of any jurisdiction other than Michigan.
To the extent that any lawsuit is permitted under this Agreement, I agree that the state and federal courts located in Michigan
shall be the exclusive jurisdiction for such lawsuit, and I hereby expressly consent to the personal jurisdiction of the state
and federal courts located in Michigan for any lawsuit filed against me by the Michigan.


 


C. Entire
Agreement. This Agreement, together with the Exhibits herein, sets forth the entire agreement and understanding between the
Company and me relating to the subject matter herein and supersedes all prior discussions or representations between us including,
but not limited to, any representations made during my interview(s) or relocation negotiations, whether written or oral. No modification
of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed
by the President or Chief Executive Officer of the Company and me. Any future change or changes in my duties, salary or compensation
will not affect the validity or scope of this Agreement.


 


D. Severability.
If one or more of the provisions in this Agreement are deemed void by law, then it shall be severed, and the remaining provisions
will continue in full force and effect.


 


E. Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with
a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
shall be sent to me at my address as set forth on the signature page of this Agreement or in the Company’s records, or to
such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section
13, and all notices to the Company shall be provided to the Company’s headquarters, attention CEO.


  



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F. Successors
and Assigns. This Agreement will be binding upon my heirs, executors, assigns, administrators and other legal representatives
and will be for the benefit of the Company, its successors, and its assigns. There are no intended third party beneficiaries to
this Agreement except as expressly stated.


 


G. Waiver.
Waiver by the Company of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent
breach.


 


H. Survivorship.
The rights and obligations of the parties to this Agreement will survive termination of my employment with the Company, except
as expressly stated otherwise in this Agreement.


 


I. Signatures.
This Agreement may be signed in two counterparts, each of which shall be deemed an original, with the same force and effectiveness
as though executed in a single document. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


(Signatures pages follow)


 



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By signing this Agreement
below, (1) I agree to be bound by each of its terms, (2) I acknowledge that I have read and understand this Agreement and the important
restrictions it imposes upon me, and (3) I represent and warrant to the Company that I have had ample and reasonable opportunity
to consult with legal counsel of my own choosing to review this Agreement and understand its terms including that it places significant
restrictions on me.


 


	 	EMPLOYEE:
	 	 
	 	Sign: 	/s/ Ann Marie Sastry
	 	Print Name:  	Ann Marie Sastry
	 	Address: 	205B E. Washington St.
	 	 	Ann Arbor, MI 48104
	 	 	 
	 	Date:	 




 


Accepted by Company:


 


	AMESITE INC.	 
	 	 
	Sign:	 /s/ Terence M. Kelly	 
	Print Name:	 Terence M. Kelly	 
	Title: 	Secretary	 
	Date:	 	 
	Address:	 	 
	 	 	 
	 	 	 




  



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Exhibit A


 


LIST OF PRIOR INVENTIONS


AND ORIGINAL WORKS OF AUTHORSHIP


 


 


	Title	 	Date	 	Identifying Number or Brief Description
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


___ No inventions or improvements


 


___ Additional Sheets Attached


 


Signature of Employee: ________________________________


 


Print Name of Employee: _______________________________


 


Effective Date: _______________________________________


 






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Exhibit B


 


AMESITE INC.


 


TERMINATION CERTIFICATION


 


My employment by Amesite
Inc. (the “Company”) is now terminated. I have reviewed my At-Will Employment, Confidential Information,
Invention Assignment, and Arbitration Agreement with the Company, dated ________________ ___, 201_ (the “Agreement”),
and I swear, under oath, 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, materials, equipment, or other documents or property belonging to the Company, its subsidiaries,
affiliates, successors or assigns, or any reproductions of any aforementioned items.


 


I have complied with
all the terms of the Agreement, 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 Agreement, I will preserve as confidential all Company Confidential Information (including Associated Third
Party Confidential Information) as defined in the Agreement.


 


I also agree that for
twelve (12) months from this date, I will not directly or indirectly solicit, induce, recruit or encourage any of the Company’s
employees to leave their employment with the Company or to enter into an employment, consulting, contractor, or other relationship
with any other person, firm, business entity, or organization (including with myself).


 


After leaving the Company’s
employment, I will be employed by _____________________ in the position of:               .


  


	 	 
	 	Signature of employee
	 	 
	 	Print name
	 	 
	 	Date
	 	 
	 	Address for Notifications:




 



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Exhibit C


 


AMESITE INC.


 


CONFLICT OF INTEREST GUIDELINES


 


It is the policy of
Amesite Inc. (the “Company”) to conduct its affairs in strict compliance with the letter and spirit of
the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees and independent contractors
must avoid activities which are in conflict, or give the appearance of being in conflict, with these principles and with the interests
of the Company. The following are potentially compromising situations which must be avoided. This list is for information purposes
only and is not exhaustive of all potential conflicts of interest. Any employee seeking an exception to these guidelines should
obtain prior written approval from the President of the Company.


 


1. Accepting
or offering substantial gifts, excessive entertainment, favors or payments which may be deemed to constitute undue influence or
otherwise be improper or embarrassing to the Company.


 


2. Participating
in civic or professional organizations that might involve divulging Company Confidential Information as that term is defined in
an employee’s At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement with the Company
(the “Agreement”).


 


3. Initiating
or approving, or otherwise being involved in, personnel actions affecting employment status, compensation, or discipline of a relative
or romantic partner.


 


4. Investing
or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment
or directorship might influence in any manner a decision or course of action of the Company.


 


5. Borrowing
from or lending to employees, customers or suppliers.


 


6. Acquiring
real estate of interest to the Company.


 


7. Improperly
using or authorizing the use of any inventions which are the subject of patent claims of any other person or entity.


 


Each officer, employee
and independent contractor must take every necessary action to ensure compliance with these guidelines, to otherwise avoid any
conduct which is not in the best interest of the Company, and to bring problem areas to the attention of higher management for
review. Violations of these guidelines or similar conduct constituting a conflict of interest may result in discipline, up to and
including immediate termination.


 


 





CONFIDENTIAL