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CONSULTING SERVICES AGREEMENT

Consulting Services Agreement

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This Consulting Services Agreement involves

China Fruits Corporation

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Title: CONSULTING SERVICES AGREEMENT
Date: 8/8/2008
Industry: Beverages (Non-Alcoholic)     Sector: Consumer/Non-Cyclical

CONSULTING SERVICES AGREEMENT, Parties: china fruits corporation
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Exhibit 10.2

CONSULTING SERVICES AGREEMENT

 

THIS CONSULTING SERVICES AGREEMENT (the “Agreement”) is made and entered into on this 31 day of   October, 2006, by and between China Fruits Corporation  (“Contractor”), a company incorporated under the Corporation law of the State of Nevada, U.S.A., with its principal place of business located at Fu Xi Technology & Industry Park, Nan Feng County Jiang Xi Province, The People’s Republic of China (“PRC”), and Liu Yong,  with his address at East, 10 th Floor, Mansion A, 89 Zhongshan Avenue West, Tianhe District, Guangzhou, The People’s Republic of China, postcode 510630.  (Contractor and Consultant being hereinafter collectively referred to as the “Parties” and generically as a “Party”).

 

WITNESSETH

 

WHEREAS, Consultant is in the business of providing public relation services to and with respect to U.S. public companies with business operations in the PRC.  Such services include providing investigative services (non-due diligence), drafting assistance, translations and distribution coordination with respect to information disseminated to the investment community ("Information Services"), consistent with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Consultant specifically disclaims any responsibility for or role or involvement in capital-raising or liquidity oriented market awareness functions; and

 

WhEREAS, Contractor desires to employ Consultant to perform the Information Services outlined above, subject to any and all obligations to comply with the restrictions on dissemination of material inside information contained in Regulation   FD, Sections 20 and 21A of the Exchange Act, federal and state anti-spamming and anti-faxing laws, and in compliance with the requirements of Section 17(b) of the Securities Act of 1933, as amended (the “Securities Act”), and deems it to be in its best interest to retain Consultant to render to Contractor such services as may be needed; and

 

WHEREAS, Consultant is ready, willing and able to render such services to Contractor as hereinafter described on the terms and conditions more fully set forth below:

 

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

I.           Agreement to Provide Consulting Services

 

A.    1.          Contractor hereby retains Consultant as an independent contractor to Contractor, and Consultant hereby accepts and agrees to such retention.

 

2.          Consultant will render to Contractor the services agreed herein as an independent services consultant.

 

                    3.          Consultant will assist Contractor to provide Information Services pertaining to the Company in compliance with the restrictions on dissemination of material inside information pursuant to Regulation FD, Sections 20 and 21A of the Exchange Act, Section 17(b) of the Securities Act, and in compliance with federal and state anti-spamming and anti-faxing laws.

 

           4.           Consultant will develop and implement appropriate plans and means for presenting the Company and its business plans, strategy and personnel to the financial community.

 

B.1. It is acknowledged and agreed by Contractor that Consultant carries no professional licenses and is not rendering legal advice, performing accounting services or acting as an investment advisor or broker-dealer within the meaning of applicable state and federal securities laws.

 

2. It is further acknowledged and agreed by Contractor that the services to be provided to Contractor hereunder are presently not contemplated to be rendered in connection with the offer and sale of securities in a capital-raising transaction, such as would require registration as a broker or dealer in securities under applicable state or federal securities laws.

 

3. The services of Consultant will not be exclusive to Contractor not will Consultant necessarily be the sole consultant appointed by Contractor.

 

II.           Independent Contractor.

 

A.           1.       Consultant agrees to perform its consulting duties hereto as an “independent contractor” as that term is defined under the Internal Revenue Code.

2.       Nothing contained herein will be considered as creating an employer-employee relationship between the Parties to this Agreement.

 

B.           The Parties acknowledge and agree that Consultant shall guarantee to conduct its operations and provide its services in a professional manner in accordance with good industry practice and applicable laws.

 

III.           Time, Place and Manner of Performance.

 

A.           Consultant will be available for advice and counsel to Contractor at such reasonable and convenient times and places as may be necessary or agreed upon.

 

B.           Except as aforesaid, the time, place and manner of performance of the services hereunder, including the amount of time to be allocated by Consultant to any specific service, will be determined at the sole discretion of Consultant.

 

IV.           Term of Agreement.

 

A.           This Agreement is for an initial term of two (2) years from date of full execution.

 

B.           This Agreement shall commence upon execution of the Agreement by the Parties.

 

C.           This Agreement may be terminated prior to the end of its initial term by Contractor for cause, which may include:

 

1.           Any willful breach of duty by Consultant; or

 

2.           Any material breach by Consultant of its obligations under this Agreement.

 

V.  

Compensation and Expenses.

 

A


 
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