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.
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.
|
|
Compensation
and Expenses.
|