Exhibit 10.25

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Employee Service Agreement

Gelteq Ltd

and

Dr Paul Wynne

Table of Contents

Dated: 4 October 2024

Gelteq Ltd (Company)

641 Glenhuntly Rd

Caulfield VIC 3162

and

Dr Paul Wynne (Employee)

The Employee is employed by the Company to perform the role set out in Item 1 of the Schedule (Position).

The Company and the Employee have agreed to enter into this agreement to set out the terms and conditions of the Employee’s employment.

The parties agree:

In this agreement:

Associated Entity has the meaning given in section 50AAA of the Corporations Act.

Board means the Board of Directors of the Company as constituted from time to time.

Business means the business carried on by the Company, namely the business of developing and commercializing white label gel-based delivery solutions for prescription drugs, nutraceuticals, pet care and other products.

Business Day means a working-week day, i.e. a day that is not a Saturday, Sunday or public holiday in the State where the Employee is based.

CEO means the Chief Executive Officer of the Company.

Client means:

Commencement Date means the date set out in Item 2 of the Schedule or any other date that the parties agree in writing.

Company may also refer to the Group or a member of the Group.

Confidential Information means all Information designated as confidential by the Company and disclosed to or acquired by the Employee before or after the date of this agreement, whether by oral, written or electronic means, but does not include Information that:

Corporations Act means the Corporations Act 2001 (Cth).

Documentation means any document or material regardless of the form that contains, refers to or stores Information.

Duties includes the duties and responsibilities of the Position as set out in Item 3 of the Schedule or as determined by the Company from time to time.

Engage in or engaged means to participate, assist or otherwise be directly or indirectly involved, concerned or interested as a corporate member, shareholder, unit holder, director, consultant, adviser, contractor, principal, agent, manager, Employee, beneficiary, partner, practitioner, associate trustee, investor, financier, fiduciary or in any other capacity.

FBT means Fringe Benefits Tax imposed under the Fringe Benefits Tax Assessment Act 1986 (Cth) as in place from time to time.

Group means:

Information means information regardless of form relating to or developed in connection with the Company, the Group or the Business including financial affairs, projections, forecasts, accounts, prospects, strategies, business plans, processes and system functionality, operations, inventory, assets, liabilities, market intelligence, customers, employees, suppliers, contracts, products, recipes, formulations, intellectual property, trade secrets, know-how and sales information.

Immediate Family means:

Intellectual Property includes trademarks, copyright, patents, designs, whether existing now or in the future and whether or not registered or registrable and includes any rights subsisting in or relating to trade secrets, know how, inventions, discoveries, geographical indications of origin, circuit layouts, programming tools, object code, source code, methods, techniques, formulae, algorithms, modules, libraries and databases and includes the right to apply for the registration or grant of any intellectual property.

National Employment Standards means the minimum employment terms and conditions contained in Part 2-2 of the Fair Work Act 2009 (Cth).

Personnel means:

R&D means Research and Development

Related Body Corporate has the meaning given in section 50 of the Corporations Act.

Restraint Area means the area of:

Restraint Period means the period from the date of this agreement until:

Restricted Business means any business, company, firm, entity or endeavour that substantially competes with, or is engaged in activities that are the same as, or similar to, the activities of the Company, the Business or a Group Company.

Salary means the principal cash component of the Total Remuneration Cost which is regularly paid to the Employee under this agreement.

Similar Role means any of the following:

Supplier means:

Total Remuneration Cost (TRC) means the annual rate of regular or fixed salary, superannuation contribution and other benefits paid to the Employee under this agreement, as set out in Item 4 of the Schedule. Where the Company incurs a Fringe Benefits Tax liability in relation to benefits provided to the Employee, that Fringe Benefits Tax forms part of the TRC.

Works means any literary or artistic work or other subject matter protected under the Copyright Act 1968 (Cth).

In this agreement, headings are inserted for convenience only and do not affect the interpretation of this agreement.

Further, unless the context otherwise requires:

The Company has appointed the Employee to the Position with responsibility for the Duties and will continue to employ the Employee until whenever the Employee’s employment is terminated under clause 26 of this agreement.

The Employee must:

The Employee will report directly to the CEO.

The Employee’s ordinary hours of work will be 40 hours per week to be performed during the Company’s usual office hours, plus any reasonable additional hours necessary for the Employee to properly perform the Duties.

The employment of the Employee by the Company will continue to be subject to the terms and conditions of this Agreement, unless varied or replaced by an agreement in writing, despite any changes to the Position, Duties or Location.

The Employee’s principal place of work is set out in Item 5 of the Schedule or any other location as determined by the Company from time to time.

In accordance with section 330 of the Fair Work Act 2009 (Cth) (FW Act), this agreement constitutes an undertaking by the Company to pay the Employee a guarantee of annual earnings. As a result of this undertaking, if at any time the Employee’s employment becomes covered by a modern award, that modern award will not apply to the Employee for the period when the Employee’s TRC (less superannuation) exceeds the high income threshold.

To the extent permitted by law, if any award or statutory entitlement requires the Company to provide the Employee with any benefit (including payment for each hour worked, annual leave loading, pay period specifications, overtime and/or penalty rates, allowances or other applicable conditions under any legislation, award, enterprise agreement or other industrial instrument) including superannuation, the Employee agrees that:

The Employee acknowledges that the Salary component of the TRC includes an hourly rate of pay for each hour worked, including reasonable additional hours, that is equivalent to the necessary statutory minimum, and that it adequately compensates the Employee for all hours worked.

The Employee may structure the TRC by agreement with the Company, including being able to salary-sacrifice an amount of salary, provided that the total cost to the Company of the TRC, inclusive of FBT, remains the same.

The Employee agrees that any FBT payable by the Company in relation to the Employee’s TRC will be deducted from any cash amounts to be paid to the Employee under the TRC. Any FBT would be discussed and agreed to with the Employee before it is charged.

The Company will review the TRC, usually on an annual basis. There is no guarantee that the TRC will be increased.

The Company will formally review the Employee’s performance annually based on criteria agreed between the Employee and the Company.

The Company will pay on the Employee’s behalf any superannuation contributions required to be paid under the Superannuation Guarantee Charge Act 1992 (Cth), the Superannuation Guarantee (Administration) Act 1992 (Cth) or any other Acts, Regulations or Ordinances that govern the payment of superannuation contributions for the Employee for the Employee up to the maximum contribution base. These superannuation contributions form part of the TRC and will be based on the Salary.

Under clause 7.5, the Employee may make further individual superannuation contributions in addition to the superannuation contributions the Company will make on behalf of the Employee.

Superannuation contributions for or by the Employee will be paid to a superannuation fund nominated by the Employee.

If the Employee does not nominate a fund, the Company will check the Australian Taxation Office records for the Employee’s most recently selected superannuation fund (known as a “stapled fund”) and superannuation contributions will be paid into that fund if permitted, until the Employee nominates otherwise. If the Employee does not nominate a fund, and there is no stapled fund, superannuation contributions will be paid to an eligible choice fund nominated by the Company.

Following the production of appropriate receipts, the Company will reimburse the Employee for any reasonable travelling, accommodation and general expenses that the Employee incurs in performing the Duties, in accordance with the Company’s policies. These expenses would be ones approved in advance by the Employee’s manager.

The Employee will be entitled to four weeks of annual leave for each year of service with the Company.

The Employee’s entitlement to annual leave accrues progressively during each year of service, and if not taken, accumulates from year to year.

The Company may require the Employee to take a period of annual leave:

The Employee is entitled to compassionate leave in accordance with the National Employment Standards or such statutory entitlements that exist from time to time.

The Employee will be entitled to parental leave (maternity, paternity or adoption leave) in accordance with applicable legislation.

The Employee will be entitled to community service leave in accordance with applicable legislation.

The Employee will be entitled to long service leave in accordance with applicable State legislation.

Should any term of this agreement be less favourable to the Employee than the National Employment Standards, the latter will prevail over the term to the extent that the term is less favourable.

The Company acknowledges and agrees that the Employee may have the following rights in relation to Works of which the Employee is the author:

In relation to all Works of which the Employee is author, the Employee consents to the Company or corporate member of the Group, whichever is applicable, doing or failing to do anything which might otherwise infringe the rights referred to in clause 21.1.

The Employee confirms that the consent given in clause 21.2:

The Employee must not speak to or contact any branch of the media with regard to any matter affecting the Company or the Group without the prior approval of the CEO or in accordance with the Company’s prevailing media policy.

The Employee must:

All Documentation remains the sole and exclusive property of the Company. If the Employee’s employment is terminated for any reason or the Company at any time requests it, the Employee must return to the Company or destroy all Documentation that is in the possession, power or control of the Employee, as directed by the Company.

Return or destruction of the Documentation and other material referred to in clause 24.3 does not release the Employee from the obligations under this clause 24.

Unless the Employee has the prior written consent of the Company, the Employee must work exclusively for the Company until their employment ends.

The Employer accepts the following roles which are ones which the Employee can continue with throughout employment, which they are not restricted to work on:

It is expected that during the Employee’s employment, the Employee will:

Each of the matters referred to in subclauses 25.1(a), (b) and (c) is an important and valuable part of the Company’s business interests, which it is important that the Company is able to protect. The purpose of this clause 25 is to protect those business interests.

The Employee accordingly agrees that the Employee must not, during the Restraint Period:

inclusive, including their combination (where applicable) with the defined expressions set out in clause 3 will take effect as if each of the restrictions are separate, severable and distinct restrictions regarding the time, area and nature of the conduct they proscribe.

The parties further acknowledge and agree, having regard to the purposes of this clause, that:

The Company may terminate the employment of the Employee immediately and without notice, if the Employee:

The Company may terminate the employment of the Employee at any time and for any reason, in which case the Company will provide to the Employee written notice of termination of:

The Employee agrees that, on termination of employment for any reason, the Company is entitled to deduct or set off any overpayment to the Employee, from or against any monies owing by the Employee to the Company (including, but not necessarily limited to, leave entitlements).

The Employee may terminate the employment by giving 4 weeks written notice to the Company.

Where either party terminates the Employee’s employment under this agreement, the

Company may, in consultation with the Employee, do any or any combination of the following:

If the Employee’s employment is terminated, then in addition to any other rights or remedies

provided by law, the Employee must:

(a) Upon termination of this agreement in accordance with its express terms, the Employee shall not be entitled to claim any compensation or damages from the Company in respect of that termination.

Each party retains any rights, entitlements or remedies it has accrued before termination.

The Employee shall not:

The Company may, in its absolute discretion, assign or otherwise deal with any of its rights or obligations under this agreement in any way it considers appropriate, including assigning this agreement to any corporate entity that may succeed the Company or to a Related Body Corporate of the Company.

Except as required under clauses 20 and 21, the rights and obligations of the Employee under this agreement are personal and the Employee must not assign or otherwise deal with them.

The Employer will provide the Employee with a Mobile Phone, laptop and an internet connection.

For the duration of the Employee’s appointment under this agreement, all communications from the Employer will be exclusively directed to the Employee’s work email address only.

This agreement may only be amended or varied in writing signed by each party.

No failure to exercise or delay in exercising any right given by or under this agreement to a party constitutes a waiver and the party may still exercise that right in the future.

Waiver of any provision of this agreement or a right created under it must be in writing signed by the party giving the waiver and is only effective to the extent set out in that written waiver.

Unless this agreement expressly states otherwise, the Company may, in its absolute discretion, give or withhold any approval or consent that it may be requested to give under this agreement in any way it considers appropriate, including by imposing conditions.

This agreement may be signed in any number of counterparts. All signed counterparts taken together constitute one agreement.

The covenants in this agreement are in addition to and will in no way derogate from the obligations of the Employee in respect of secret and confidential information at law or in equity or under any statute or trade or professional custom or usage.

If any provision of this agreement is void, voidable by a party, unenforceable, invalid or illegal and would not be so if a word(s) were omitted, then that word(s) are to be severed. If this cannot be done, the entire provision is to be severed from this agreement without affecting the validity or enforceability of the remaining provisions of this agreement.

Each party agrees to promptly do all things reasonably necessary or desirable to give full effect to this agreement and the transactions contemplated by it such as obtaining consents or signing documents.

This agreement constitutes the entire agreement between the parties about its subject matter and supersedes all previous communications, representations, understandings or agreements between the parties on the subject matter.

This agreement is governed by the laws of Victoria.

The parties submit to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia and any courts that may hear appeals from those courts about any proceedings in connection with this agreement.

Signing Page

EXECUTED by Gelteq Ltd (ACN 619 501 254) in accordance with the Corporations Act by being signed

by the following officers:

Schedule

Item 1 – Position

The Employee is employed to perform the role of Chief Scientific Officer.

Item 2 – Commencement Date

The Employee will commence in the Position on 4 October 2024 or such earlier date that is agreed between the parties.

Item 3 – Duties

The Employee is required to be responsible for all duties associated with the Position including:

Item 4 – Total Remuneration Cost

Item 5 – Location

The Employee’s principal place of work is at Gelteq’s lab within Monash Innovation Labs at 23 College Walk, Clayton VIC 3800. The Employee is not required to be in the office daily, with a hybrid work environment allowed and a schedule to be worked out once employment commences that suit both Parties.