Exhibit 10.15


 





INHIBIKASE
THERAPEUTICS, INC


 


CONSULTING
AGREEMENT


 


CONSULTING AGREEMENT (the “Agreement”)
is made and entered into as of the date indicated below (the “Effective Date”) between Inhibikase Therapeutics, Inc.,
a Delaware C Corporation (“Company”), and [NAME] (the “Consultant”). Company and Consultant are
sometimes collectively referred to in this Agreement as the “Parties.”


 


	COMPANY	Address:
	Inhibikase Therapeutics, Inc.	3350 Riverwood Parkway,
    Suite 1900

    Atlanta, GA 30339

    917-494-0831

    mhwerner@inhibikase.com
	Authorized Signature:                                                       
	Printed Name: Milton H. Werner, Ph.D.	 
	Position: President & CEO	 
	[NAME] <[EMAIL ADDRESS]>	 
	CONSULTANT	 
	Authorized Signature:	 
	                                                                                                           	 
	Printed Name: [NAME]	 
	Position: Consultant	 


EFFECTIVE DATE:
[DATE]


 


ADDITIONAL TERMS AND CONDITIONS OF THIS
AGREEMENT BEGIN ON THE FOLLOWING PAGE.


 






    


     


    




 


TERMS
AND CONDITIONS


 


Company wishes to engage
Consultant on a non-exclusive basis to provide certain Services (defined below) to Company and Consultant wishes to provide the
Services to Company, all pursuant to the terms and conditions set forth in this Agreement. In consideration of the benefits they
will each receive as a result of the relationship created by this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound by this Agreement, hereto
hereby agree as follows:


 


1.                  
Services. Consultant hereby agrees during the “Term” (as defined in Section 3) to perform the
 “Services” set forth in Schedule A to this Agreement. Consultant shall, during the Term, diligently promote
the interests of Company and perform the Services, to the best of its ability, timely, faithfully, honestly, diligently, efficiently
and professionally. Consultant agrees to provide Company with periodic information regarding the status of and progress with respect
to the Services and as and to the extent reasonably requested by Company or as otherwise described on Schedule A.


 


2.                  
Payment for Services. The compensation to be paid by Company to Consultant is set forth on Schedule B
to this Agreement (the “Compensation”). The Compensation shall constitute Consultant’s sole compensation for
performing the Services for Company. Schedule B also sets forth any arrangements between Company and Consultant with respect
to expenses that are to be borne by Company or with respect to which Consultant may seek reimbursement. Consultant agrees to give
Company at least fifteen (15) days prior notice of any travel expenses for which Consultant will request reimbursement (to the
extent such reimbursement is otherwise permitted by Schedule D).


 


3.                  
Term. Unless terminated earlier as provided below, the term of Consultant’s engagement pursuant to this
Agreement (the “Term”) shall commence as of the Effective Date and continue for an initial period of time as set forth
on Schedule C (the “Initial Term”), subsequent to which the term of this Agreement shall automatically renew
and continue on a month-to-month basis (each such monthly period being a “Renewal Term”)(together with the Initial
Term, the “Term”). Notwithstanding anything to the contrary in this Agreement, either party Company may terminate the
Term of this Agreement (i) at any time without cause, upon ten (10) days prior written notice of such termination to other Party,
or (ii) immediately upon written notice to the other Party of such Party’s material breach of this Agreement or, in the case
of Company, on account of any other act or omission on the part of Consultant that poses an adverse risk to Company or any affiliate,
property, employee or customer thereof or any other Person with whom Company or any affiliate thereof it may have a business relationship.


 


4.                  
No Conflicting Obligation. Consultant represents that its performance of all the terms of this Agreement and
as a consultant of Company does not and will not breach any agreement between it and any other Person. Consultant has not entered
into, and it agrees it will not enter into, any agreement either written or oral in conflict herewith. .


 


5.                  
Independent Contractor Relationship. Consultant shall perform the Services under the general direction of
Company but Consultant shall determine, in Consultant’s sole discretion, the manner and means by which the Services are accomplished.
The Parties expressly agree that Consultant’s engagement shall be that of an independent contractor, and under no circumstances
shall Consultant, or any of Consultant’s employees or agents, be deemed an employee, partner, agent or joint venture of Company
or any of its affiliates.


 


6.                  
Restrictive Covenants.


 


a)                  
Limitations on Use. Except to the extent that it is otherwise required to use Company’s Intellectual Property
in the performance of the Services, Consultant shall not (and shall take full responsibility for ensuring that none of its agents),
without the express and duly authorized prior written consent of Company, which consent may be withheld, delayed, denied or conditioned
in Company’s sole and absolute discretion, use or modify for use, directly or indirectly, for any purpose whatsoever or any
Person any of Company Intellectual Property during the Term of this Agreement or at any time thereafter. Consultant further agrees
that any and all of Company Intellectual Property shall remain the exclusive property of Company, and Consultant shall not have
or acquire any ownership or other interest or rights therein.


 






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b)                 
 Limitations on Disclosure. Except to the extent required in the performance of its Services, Consultant agrees that
it shall not (and shall take full responsibility for ensuring that none of its agents), without the express and duly authorized
prior written consent of Company, transmit, disseminate, redistribute, market, publish, disclose or otherwise divulge to any other
Person for any purpose whatsoever (i) any of Company Confidential Information during the Term and for a period of three (3) years
immediately thereafter; or (ii) any of Company Trade Secrets at any time during which such information shall continue to constitute
a Trade Secret (whether before, during or after termination of this Agreement).


 


Consultant’s obligations under this
Section 6(b) shall not apply to information that can be demonstrated by Consultant to: (i) have been developed independently by
or known to Consultant prior to execution of this Agreement and not otherwise assigned, transferred or otherwise conveyed to Company
under this Agreement or any other agreement; (ii) not have been acquired, directly or indirectly, by Consultant from the Company
or from a third party under an obligation of confidence or limited use; (iii) have been rightfully received by Consultant in accordance
with this Agreement after disclosure to Company from a third party who did not require Consultant to hold it in confidence or limit
its use and who did not acquire it, directly or indirectly, from the Company under a continuing obligation of confidence; (iv)
have been in the public domain as of the date of this Agreement, or comes into the public domain during the Term of this Agreement
through no fault of Consultant; or (v) to be required to be disclosed by a governmental or other regulatory body or by action of
law. If Consultant under clause (v) above becomes legally compelled to disclose any Company Confidential Information or Trade Secrets,
Consultant shall use all reasonable efforts to provide Company with prior notice thereof so that it may seek a protective order
or other appropriate remedy to prevent such disclosure. If such protective order or other remedy is not obtained prior to the time
such disclosure is required, Consultant shall nevertheless only disclose that portion of such Confidential Information or Trade
Secrets that it is legally required to disclose.


 


c)                  
Limitation on Solicitation of Customers and Personnel. During the Term and
for a period of three (3) years immediately thereafter, Consultant shall not, directly or indirectly, alone or in conjunction with
any other person, (i) solicit any actual or actively sought prospective client or customer of Company with whom or which
Consultant had contact during the Term or with respect to whom or which Consultant was provided Proprietary Information by Company
during the Term (an “Company Customer”) for the purpose of providing such Company Customer products or services that
are substantially similar to or competitive with Company’s business, (ii) solicit any employee, other personnel or independent
contractor of Company (a “Protected Person”) for the purpose of encouraging such Protected Person to sever an employment,
contractual or other relationship with Company or (iii) hire or otherwise retain a Protected Person to perform services of a nature
substantially similar to that which such Protected Person performed for Company within a three (3) year period prior to any such
hiring or engagement.


 


d)                 
Ownership & Assignment of Company Property.


 


(i)                
Company Intellectual Property. As between the Parties, Company owns and shall continue to own and Consultant hereby
agrees to assign and assigns to Company any and all Company Intellectual Property, to the fullest extent allowable by law, and
Consultant shall promptly disclose such Intellectual Property to Company. If Consultant uses or discloses its own or any third
party’s confidential information or intellectual property when acting within the scope of its engagement or otherwise on
behalf of Company, Company will have and Consultant hereby grants Company a perpetual, irrevocable, worldwide, royalty-free, nonexclusive,
sublicensable right and license to exploit and exercise any and all rights in such intellectual property.


 


(ii)              
Consultant further acknowledges that all original works of authorship that are (i) made by Consultant or any employee
or agent thereof (solely or jointly with others) during the Term of this Agreement, (ii) within the scope of the Services and (iii)
otherwise protectable under copyright laws shall constitute “works made for hire,” as that term is defined in the United
States Copyright Act (17 U.S.C. § 101), and deemed Company Intellectual Property and owned solely and exclusively by Company.


 


(iii)             To
the extent Consultant retains any such Moral Rights under applicable law, Consultant hereby waives such Moral Rights and
consents to any action with respect to such Moral Rights by or authorized by Company and specifically grants to Company the
right to alter such Company Products. Consultant will confirm any such waivers and consents from time to time as requested by
Company.


 






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(iv)             
Consultant will assist Company in every proper way to obtain and from time to time enforce United States and foreign
proprietary rights relating to Company Intellectual Property in any and all countries. To that end, Consultant will execute, verify,
and deliver such documents and perform such other acts (including appearances as a witness) as Company may reasonably request for
use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such proprietary rights and the assignment thereof.
In addition, Consultant will execute, verify, and deliver assignments of such proprietary rights to Company or its designee. Consultant’s
obligation to assist Company with respect to such proprietary rights relating to such Company Intellectual Property in any and
all countries shall continue beyond the termination of Consultant’s engagement, but Company shall compensate Consultant at
a reasonable rate after termination of its engagement for the time actually spent by Consultant at Company’ request on such
assistance.


 


In the event Company is unable for any
reason, after reasonable effort, to secure Consultant’s signature on any document needed in connection with the actions specified
in the preceding paragraph, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and
agents as its agent and attorney in fact, coupled with an interest, to act for and on its behalf to execute, verify, and file any
such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph thereon with the
same legal force and effect as if executed by Consultant. Consultant hereby waives and quitclaims to Company any and all claims,
of any nature whatsoever, that Consultant now or may hereafter have for infringement of any Intellectual Property assigned hereunder
to Company.


 


7.                  
Return of Company Documents. At the conclusion of the Term for any reason whatsoever or for no reason at all,
Consultant will promptly deliver or otherwise return to Company any and all Company Intellectual Property, together with all copies
thereof, and any other material (and regardless of whether any of the foregoing is kept in physical or electronic form), including,
without limitation, any such Confidential Information , Trade Secrets and Work Products, and any and all other Company property,
along with any and all proprietary rights therein or thereto. Consultant further agrees that any property situated on Company’s
premises and owned by 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.


 


8.                  
[Section Reserved.]


 


9.                  
Remedies.


 


a)                  
Tolling. Consultant hereby expressly acknowledges and agrees that in the event the enforceability of any of the terms
of Section 6 of this Agreement shall be challenged in court or pursuant to arbitration and Consultant is not enjoined (either temporarily
or permanently) from breaching any of the restraints set forth in this Agreement, then if a court of competent jurisdiction or
arbitration panel finds subsequently that the challenged restraint is enforceable, the time period of the restraint shall be deemed
tolled upon the filing of the lawsuit challenging the enforceability of the restraint until the dispute is finally resolved and
all periods of appeal have expired.


 


b)                 
Ancillary Provisions. Sections 6, 7, 9, 14 and 17 of this Agreement shall be construed as an agreement ancillary
to the other provisions of this Agreement, and the existence of any claim or cause of action of Consultant against Company, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Company of such Sections.


 


10.              
Binding Effect and Assignability. This Agreement and shall be assignable by Company and inure to the benefit
of and shall be binding upon any successor or assignee thereof. Neither this Agreement nor any rights or obligations of Consultant
shall be transferable or assignable by Consultant without Company’s prior written consent, and any attempted transfer or
assignment hereof by Consultant not in accordance herewith shall be null and void.


 


11.              
Severability. All Sections, sub-Sections, paragraphs, terms and provisions of this Agreement are severable,
and the unenforceability or invalidity of any of the terms, provisions, Sections, sub-Sections or paragraphs of this Agreement
shall not affect the validity or enforceability of the remaining terms, provisions, Sections, sub-Sections or paragraphs of this
Agreement, but such remaining terms, provisions, Sections, sub-Sections or paragraphs shall be interpreted and construed in such
a manner as to carry out fully the intention of the Parties.


 






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12.              
 Captions and Counterparts. The Section headings in this Agreement are for convenience of reference only and
shall not affect the meaning or interpretation hereof. This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which shall together constitute one and the same instrument.


 


13.              
Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be
deemed to have been duly given on the date of service if personally served or if telecopied (if telecopied on a business day and
during business hours at the place of receipt and if receipt is confirmed) three (3) days after mailed if mailed by reputable international
overnight delivery service, postage prepaid and in any event addressed to the address set forth in the signature clause to this
Agreement or to such other address as shall be designated by written notice issued pursuant hereto.


 


14.              
Recovery of Attorney’s Fees. In the event of any litigation arising from or relating to this Agreement,
the prevailing party in such litigation proceedings shall be entitled to recover, from the non-prevailing party, the prevailing
party’s reasonable costs and attorney’s fees, in addition to all other legal or equitable remedies to which it may
otherwise be entitled.


 


15.              
Waiver. The waiver by any party to this Agreement of a default or breach of any Section, sub-Section or provision
of this Agreement shall not operate or be construed as a waiver of any prior or subsequent default or breach of the same or of
a different Section, sub-Section or provision by any party hereto.


 


16.              
Survival. Sections 4 through and including 19 of this Agreement shall survive the termination or expiration
of this Agreement, along with the definitions of any terms and phrases referenced therein.


 


17.              
Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the domestic
laws of the State of Georgia, except, however, that with respect to any dispute that may arise under this Agreement
in connection with Company’s Intellectual Property or rights thereto, including, without limitation, the enforceability of
the restrictive covenants under Sections 6, 7 and 9 of this Agreement, any and all such disputes shall, to the extent otherwise
governed by the laws of the various states, be governed by the laws of the State of [Delaware], without giving effect to any choice
or conflicts of law provision or rule (whether of the State of Georgia or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Georgia (the “Georgia Law”). Each of the Parties consents
to the exclusive jurisdiction of the Federal and State Courts sitting in the County of Cobb in the State of Georgia in connection
with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including
any objection based on venue or inconvenient forum, to the bringing of any such proceeding in such jurisdiction.


 


18.              
Entire Agreement. This Agreement, including the Schedules attached hereto, contains the complete agreement
concerning the arrangement between Company and Consultant as of the date hereof.


 


19.              
Definitions. Except as otherwise provided in this Agreement, capitalized terms and phrases in this Agreement
shall have the meaning ascribed thereto in Schedule “F,” which schedule is attached hereto and made a part hereof.


 


20.              
Schedules. Attached to this Agreement and incorporated herein by reference are three schedules, A (Services),
B (Compensation), C (Term), D (Expenses), E (Miscellaneous), F (Definitions).


 






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SCHEDULE
A

SERVICES


 


Consultant is to provide the following
services and such other services relating thereto as may be requested by Company from time to time during the Term of this Agreement
(the “Services”):


 


1.                  
[SERVICE DESCRIPTION]


 


2.                  
[SERVICE DESCRIPTION]


 


3.                  
[SERVICE DESCRIPTION]


 


Consultant shall perform the Services under
the general direction of the Milton H. Werner, PhD., President and CEO, but Consultant shall determine, in Consultant’s sole
discretion, the manner and means by which the Services are accomplished. Consultant is an independent contractor and is not an
agent or employee of Company and has no authority under this contract to bind Company by contract or otherwise. Insomuch as Consultant
is not an employee of Company, Company will not withhold, make or otherwise retain any withholdings or other employee taxes or
provide any employee benefits, including, but not limited to, medical or dental insurance, vacation pay or sick pay. Consultant
hereby agrees to report any and all such Compensation under this Agreement as taxable income paid to Consultant in its capacity
as an independent contractor and pay any and all taxes due and owing thereon to the applicable taxing authorities.


 


SCHEDULE
B

COMPENSATION


 


Consultant will receive $[NUMBER]/hr. for
any of the services performed in Schedule A. Consultant will receive [NUMBER] fully vested Non-Qualified Options with a strike
price equal to the Fair Market Value on the day the Agreement is executed by the Consultant.


 


SCHEDULE
C

EXPENSES and TERM


 


Company shall reimburse Consultant for
all of its reasonable, out-of-pocket travel and other reasonable out-of-pocket expenses incurred in the rendition of the Services
hereunder, provided, however, that Consultant shall have submitted an expense report in form satisfactory to the Company
with such receipts or other substantiation as reasonably required by the Company. Expenses in excess of $500 shall only be incurred
following advance approval by the Company. All expenses for which reimbursement is owed under the terms hereof shall be paid within
30 business days from the date of submission by Consultant. Airline travel reimbursement will only occur at the standard coach
rate.


 


The INITIAL TERM of this agreement will
be for [TERM], renewable at the sole discretion of the Company in 12 month increments thereafter. The vesting schedule for the
Options Grant coincides with the initial consulting period of this agreement.


 


SCHEDULE
D

MISCELLANEOUS


 


Consultant represents that it has all power
and authority to enter into this Agreement and to perform the Services. Consultant further represents that it may and shall lawfully
provide the Services without running afoul of any law, statue or regulatory requirement, including under the Securities Exchange
Act of 1934, as amended.


 






    


     


    

 


SCHEDULE
E

DEFINITIONS


 


The following are the definitions for certain
defined terms used in this Agreement:


  


“Confidential Information”
shall mean any and all nonpublic proprietary technical and nontechnical data, information, agreements, documents, Intellectual
Property and other property of Company or any affiliate thereof and any and all proprietary rights relating thereto, which is of
tangible or intangible value to Company or any affiliate thereof and is not public information or is not generally known or available
to Company’s competitors, but is known only to Company or its affiliates and their employees, independent consultants or
agents to whom it must be confided in order to apply it to the uses intended, including, without limitation, all business methods,
practices and concepts; business, personnel and financial information and records, including, without limitation, accounting records,
tax returns, financial statements, projections, forecasts or other budgets, other financial data or plans, business plans and strategies;
product plans, customer lists and other customer-related information; vendor or supplier lists and other vendor or supplier-related
information; computer or data base files; passwords or other access codes; software and operating code or source code relating
thereto; any and all contractors, subcontractors; inventions and invention-related reports, analyses, notes, interpretations, formulae,
processes and patent applications; the terms of this Agreement and any other agreement between the Parties; and Work Product; and
any and all proprietary rights thereto.


 


‘“Intellectual Property’”
shall mean all of the following property owned or in or to which rights are held by Company or any affiliate thereof in any jurisdiction
throughout the world: (a) all inventions and Work Product (whether patentable or unpatentable and whether or not reduced to practice),
all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations,
continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos,
slogans, trade names, corporate names, Internet domain names, and rights in telephone numbers, together with all translations,
adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations,
and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals
in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all
Trade Secrets and Confidential Information (including ideas, research and development, show-how, know-how, formulas, compositions,
manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier
lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including source
code, executable code, data, databases, and related documentation), (g) all material advertising and promotional materials, (h)
all other proprietary rights, and (i) all copies and tangible embodiments thereof (in whatever form or medium).


 


“Person” shall mean
any individual, partnership, limited partnership, limited liability partnership, limited liability company, corporation, trust,
association, non-profit or charitable organization or other entity, or an unincorporated organization, a governmental entity or
any department or agency thereof.


 


“Trade Secrets” shall
mean Proprietary Information (including, but not limited to a business information, technical or non-technical data, formulas,
patterns compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans,
lists of actual or potential customers or suppliers) that: (a) derives economic value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure
or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. To the extent that
applicable law mandates a definition of “trade secret” inconsistent with the foregoing definition, then the foregoing
definition shall be construed in such a manner as to be consistent with the mandated definition under applicable law.


 


“Work Product” shall
mean any and all Intellectual Property (and all proprietary rights with respect thereto), whether or not patentable or registrable
under copyright or similar statutes, that was or is developed, made, conceived or reduced to practice or learned by Consultant,
either alone or jointly with others, during the Term in the performance of the Services or within twelve (12) months following
the termination or expiration of the Agreement.