Exhibit 10.1
CONSULTING** AGREEMENT**
*T**HIS CONSULTING AGREEMENT (the “Agreement”) is made by and between Bicycle TherapeuticsInc. (“Company”**)andJaniceBourque(*“Consultant”**),effectiveasofJune17th,2026 (the “Effective Date”).
1.E*NGAGEMENT OF SERVICES*.** **Subject to the terms of this Agreement, Consultant agrees to provide consulting services to Company as described in **Exhibit A **hereto (the “Services”). Consultantagreestoexercisediligenceandthehighest degreeofprofessionalisminprovidingthe Services.Consultant shall perform all Services in compliance with all applicable laws.
2.C**OMPENSATION.**** **As sole compensation for the performance of the Services, Company will pay to Consultant the amounts and on the schedule specified in Exhibit A.
3.** Independent Contractor Relationship. **Consultant’s relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship with Company.Consultant is not entitled to and will be excluded from participating in any of Company’s benefit plans or programs (and Consultant waives the right to receive any such benefits).Consultant is solely responsible for all tax returns, payments, or reports required to be filed with or made to any federal, state or local tax authority with respect to Consultant’s receipt of fees under this Agreement.Consultant is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized to do so by an executive officer of Company.No part of Consultant’s compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes.
4.N**ON-D*ISCLOSURE OF PROPRIETARY INFORMATION*. Consultant recognizes that Consultant will be exposed to, have access to andbe engaged in the development of information regarding the trade secrets, technology, strategic sales/marketing plans, intellectual property, and confidential business activities of the Company and its affiliated entities.At all times during Consultant’s engagement and thereafter, Consultant will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with the Services, or unless an officer of the Company expressly authorizes such in writing, or unless otherwise permitted or requiredbylaw.“Proprietary **Information”includes(a)tradesecrets,inventions,ideas,samples, procedures and formulations for producing any such samples, media and/or processes, data, methods, software, source and object codes, programs, other works of authorship, know-how, improvements, discoveries, developments, developmental or experimental work, designs, and techniques; (b) information regarding the operation of the Company, including its products, services, marketing and businessplans, budgets,accounts, financial statements, contracts,prices and costs, suppliers, and current or potential customers; (c) information regarding the skills and compensationofemployees,contractors,andanyotherserviceprovidersoftheCompany;and(d) theexistenceofanybusinessdiscussions,negotiations,oragreementsbetweenanythirdpartyand theCompany.Notwithstandingtheforegoing,Consultantunderstandsthatanindividualmaynot beheld criminally or civilly liableunder anyfederal or statetradesecret lawfor thedisclosureof atradesecretthat:(a)ismade(i)inconfidencetoafederal,state,orlocalgovernmentofficial,
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either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigatingasuspectedviolationof law;or (b)ismadeinacomplaintor other documentthatis filed under seal in a lawsuit or other proceeding.
5.*A*SSIGNMENT OF WORK PRODUCT*.*** **Consultant hereby assigns to the Company any and all right, title, andinterest inandto anyandall Work Product (and all intellectualpropertyrights with respect thereto)made,conceived,reducedtopractice, orlearned by Consultant,eitheralone or with others, during the period of Consultant’s engagement by the Company.Consultant will executesuchdocumentsandperformsuchotheractsasCompanymayreasonablyrequestforuse inapplyingfor,assigning,obtaining,perfecting,evidencing,sustaining,andenforcingsuchWork Product.As used in this Agreement, the term “Work Product” means any trade secrets, ideas, inventions (whether patentable or unpatentable), processes, formulations, software source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, trademarks, or other copyrightable or patentable works.
6.No Conflict of Interest.** **Consultant agrees during the term of this Agreement not to accept work or enter into a contract or accept an obligation inconsistent or incompatible with Consultant’sobligationsunderthisAgreementorthescopeofservicesrenderedforCompany.In addition, Consultant agrees that, during the termof this Agreement, Consultant will not perform, or agree to perform, any services for any third party that engages, or plans to engage, in any business or activity competitive with that of Company.Consultant warrants that to the best of Consultant’s knowledge, there is no other existing contract or duty on Consultant’s part inconsistent with this Agreement.
7.Term** and Termination. **Thetermof this Agreement willbegin as of theEffective Date andwillautomaticallyterminateonthesecondanniversaryoftheEffectiveDate,providedthatthe term of this Agreement will automatically renew for a one-year additional term expiring on the third anniversaryof theEffectiveDate unless a notice of terminationhas beenprovidedbyeither party.Company may terminate this Agreement at any time upon 14calendar days’ prior written noticetoConsultant.ConsultantmayterminatethisAgreementatanytimeupon14calendardays’ prior written notice to Company.
8.Return of Company Property.** **Unless otherwise authorized by Company, upon termination of the Agreement or earlier as requested by Company, Consultant will deliver to CompanyanyCompanypropertyinConsultant’spossession,andanyotherdocumentsormaterial containing or disclosing any Company Work Product.
| 9. | **General **Provisions. |
9.1Governing Law.** **This Agreementshall begoverned and construed inaccordance with the laws of the state of Massachusetts, excluding its choice of law principles.
9.2Severability;** No Assignment. **Incaseanyoneormoreoftheprovisionscontained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement.ThisAgreementmaynotbeassignedbyConsultantwithoutCompany’sconsent,and any such attempted assignment shall be void and of no effect.
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9.3Entire Agreement.** **This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof, and supersedes and merges all prior or contemporaneous proposals, discussions, negotiations, understandings, promises, representations,conditions,communicationsandagreements,whetherwrittenororal,betweenthe partieswithrespecttosuch subjectmatter.Nomodificationof or amendmenttothisAgreement, nor any waiver of any rightsunder thisAgreement, will be effective unless in writing and signed by Consultant and an officer of Company.
In** Witness Whereof, **thepartieshavecausedthisConsultingAgreementtobeexecutedby their duly authorized representative.
Bicycle** Therapeutics Inc.**
By:* /s/ Travis Thompson*_ _
TravisThompson
(PrintedName)
Title:
CFO
Consultant
By:* /s/ Janice Bourque*_ _
Janice Bourque
(PrintedName)
Address:
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EXHIBIT** **A SERVICES
Nature of** **Work:
Consultant will be responsible for providing strategic advice and consulting as requested by the Company in any area of Consultant’s expertise.Consultant will exercise the highest degree of professionalismandutilizeConsultant’sexpertiseandcreativetalentsinperformingtheServices.
Compensation** and **Invoices:
A.Consulting Fees.During the term of the Agreement, Consultant shall be paid an annual fee of GBP 12,000 or equivalent in local currency. The fee is payable in 12 equal monthly installments, paid in arrears, provided that the amount of such payment shall be prorated for any portion of such month during which the Consultant was not serving.
B.Continuing Service** ****Provider. **Thepartiesintend that during the term of thisAgreement, Consultantshallbeconsideredasa“serviceprovider”forthepurposesoftheBicycleTherapeutics plc 2020 Equity Incentive Plan and other relevant plans, as applicable.
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