CORPORATE
CONSULTING
SERVICES
AGREEMENT
THIS
CORPORATE CONSULTING SERVICES AGREEMENT
is dated for reference effective
(the “Effective Date” ) as of the 1
st day of January, 2007.
BETWEEN :
ASHER ZWEBNER , having an address for delivery and service
located at 20A Rehov Sharei Torah, Bayit Vegan, Jerusalem, Israel
96387
OF THE FIRST
PART
AND :
SINOBIOMED INC. a company established under the laws of the
State of Delaware, and having its address for notices hereunder at
Room 3304, Bldg. #6, Lane 218, Wu-Zhou Road, Zhong-Huang Plaza,
Shanghai, China 200080
OF THE SECOND
PART
(the Consultant
and the Company being hereinafter singularly also referred to as a
“ Party ” and collectively referred to as the
“ Parties ” as the context so requires. In
this Agreement “ Company ” shall also include
any listed affiliates where the Consultant provides services
thereto and receives performance shares or options or other equity
therein and such shall be deemed as if issued and contracted by the
Company for the purposes of, inter alia, termination fee
provisions).
WHEREAS :
A. The Company
is in the business (the “ Business ”) of
developing genetically engineered
recombinant protein drugs and vaccines that respond to a wide range of diseases and conditions,
including malaria, hepatitis, surgical bleeding, cancer, rheumatoid
arthritis, diabetic ulcers and burns, and blood cell
regeneration and in order to help comply, satisfy and
maintain the Company’s reporting obligations in the United
States, requires the skills, advice and supervision of a suitable
chief financial officer;
B. The Company
wishes to retain the Consultant under this agreement (the “
Agreement ”) to act as the Company’s chief
financial officer to assist the Company with its accounting
procedures and policies, to establish and maintain proper internal
financial controls, to assist the Company with its reporting
requirements and to provide financial advice (such forms of
interest of the Company generally called the “
Objectives ”);
NOW
THEREFORE THIS AGREEMENT WITNESSETH THAT THE PARTIES HERETO AGREE
AS FOLLOWS :
Article
I
SERVICES AND
RESPONSIBILITIES OF THE CONSULTANT
1.1
Consultant Services . The Consultant will
provide such services specified herein on a proactive basis or as
the Company may request, from time to time, in order to assist the
Company to attempt to achieve the Objectives. Together with such
instructions and variations as the Company may give, the Consultant
will provide the following specific services and functions to the
Company in pursuit of the Objectives:
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acting as the
chief financial officer of the Company;
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preparation of
quarterly and annual reports as required under Sections 13(d) and
15 of the Securities and Exchange Act of 1934, as
amended;
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acting as a
member of the audit committee and to assist with communications and
discussions with the Company’s independent registered public
accountants;
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(d)
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assistance with
establishing accounting procedures and policies as well as
establishing and maintaining internal financial controls and
procedures; and
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(e)
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such other
assistances as the board may reasonably request to achieve the
Objectives;
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(such
above-referenced Objectives services being, collectively, the
“ Consulting Services ”).
Article
II
INFORMATION TO BE
PROVIDED BY THE COMPANY
2.1
Information to be made available . The
Company agrees to make available to the Consultant all corporate,
financial and operating information, Company personnel or other
consultants, and other reasonable resources which are reasonably
necessary and sufficient to allow the Consultant to perform the
Consulting Services. The Consultant may provide Company information
to legal and accounting advisers, and other persons, but that such
dissemination shall be effected with proper prudence and subject to
such reasonable conditions and restrictions as the Company deems
necessary or appropriate and subject to insider information rules
and restrictions. The Consultant will use such information only for
the purposes set out herein and for no competitive or other purpose
whatsoever.
2.2
Accuracy of the information . The Company
agrees that it will bear sole responsibility for the accuracy and
completeness of the information provided to the Consultant, except
for any information created solely by the Consultant. The Company
represents and warrants that the information will be accurate and
complete in all material respects and not misleading and will not
omit to state any fact or information which would be material in
its estimation.
2.3
Material change in information . The
Company agrees to advise the Consultant promptly of any material
change in the affairs of the Company or in any information provided
to the Consultant from the date at which such information is
given.
Article
III
COMPLIANCE WITH
LAWS
3.1
Consultant Compliance Issues. The
Consultant shall comply with all laws, whether federal, provincial
or state, applicable to the Consulting Services provided by it and,
when requested by the Company, will advise the Company of any
particular compliance issues affecting any Consulting Services for
which the Consultant’s services have been engaged.
3.2
Company Compliance Issues. The Company
shall comply with all laws, whether federal, provincial or state,
applicable to the Consulting Services and the Company. The Company
shall effect best efforts to maintain its registration as a listed
issuer in good standing.
3.3
Insider Issues. The Consultant shall comply
with all reasonable endeavors of the Company, industry practice,
and law and regulation to ensure that it affords security to
information of the Company and that the Consultant, or any persons
with whom the Consultant works or with whom the Consultant deals,
do not employ information of the Company in any manner contrary to
law or fiduciary obligations.
3.4
Trading. In the event that the Consultant,
or any person with whom the Consultant works or with whom the
Consultant deals, trades in the Company’s, or affiliates,
securities then the Consultant shall employ reasonable prudence and
good market practice as to such trading and shall effect such in
compliance with law.
Article
IV
TERM, RENEWAL AND
TERMINATION
4.1
Term . The Term of this Agreement (the
“ Term ”) is for a period of one year
commencing on January 1, 2007 (the “ Effective Date
”) and terminating January 1, 2008 and includes any renewal
periods.
4.2
Renewal . This Agreement shall renew
automatically for subsequent one-year periods if not specifically
terminated in accordance with the following provisions. Renewal
shall be on the same terms and conditions contained herein, unless
modified and agreed to in writing by the Parties, and this
Agreement shall remain in full force and effect (with any
collateral written amendments) without the necessity to execute a
new document. A Party hereto determining not to renew agrees to
notify the other Parties hereto in writing at least 60 calendar
days prior to the end of the Term of its intent not to renew this
Agreement (the “ Non-Renewal Notice
”).
In this
Agreement the “ Effective Date of Termination”
shall mean, in the relevant circumstance, the 60 th day
from the Non-Renewal Notice or the 30 th day from notice
given in section 4.3(a) below or the date of the event of sections
4.3 (b) or (c) or, in any other circumstance, the date of noticed
termination or of constructive or event of termination.
4.3
Termination . Notwithstanding any other
provision of this Agreement, this Agreement may be terminated by a
Party upon written notice if:
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the other Party
fails to cure a material breach of any provision of this Agreement
within 30 calendar days from its receipt of written notice from
said Party (unless such breach cannot be reasonably cured within
said 30 calendar days and the other Party is actively pursuing
curing of said breach); or
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the other Party
commits fraud or serious neglect or misconduct or illegal act in
the discharge of its respective duties hereunder or under the law;
or
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the other Party
becomes adjudged bankrupt or a petition for reorganization or
arrangement under any law relating to bankruptcy, and where any
such petition is not dismissed.
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4.4
Disability. If Consultant is unable to
continue the engagement, whether through disability or other
disabling state, then the Company may terminate this Agreement as a
without fault termination. If physically capable, Consultant shall
be made available for consultation for up to ten (10) hours per
month, non-cumulative, at no cost to the Company. For additional
hours per month, the Consultant shall be paid a rate of $100 per
hour.
4.5
Death . In the event that the Consultant
dies, the Company shall terminate this Agreement as a without fault
termination and the Consulting Fee (as defined below) shall be
payable to the Consultant’s estate.
4.6 Return of
Materials .
Upon termination of this Agreement:
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(a)
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The Consultant
agrees that all Company property, including without limitation, all
books, manuals, records, reports, notes, contracts, lists, and
other documents (collectively, the “Confidential
Information”), copies of any of the foregoing, and equipment
furnished to or prepared by the Consultant in the course of or
incidental to this Agreement and the duties hereof, including,
without limitation, records and any other materials pertaining to
the Company or its Business, belonging to the Company shall be
promptly returned to the Company upon termination and the
Consultant shall keep no copies thereof, except as may be agreed in
writing on agreed terms with the Company; and
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(b)
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The Consultant
agrees that all Confidential Information is received or developed
in confidence and for the exclusive benefit of the Company. During
this Agreement and thereafter, the Consultant will not, directly or
indirectly, except as required by the normal business of the
Company or expressly consented to in writing by the
Company:
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disclose,
publish or make available, other than to an authorized employee,
officer, or director of the Company, any Confidential
Information;
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acquire,
possess for his own interest, sell, transfer or otherwise use or
exploit any Confidential Information;
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permit the
sale, transfer, or use or exploitation of any Confidential
Information by any third party; or
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retain upon
termination or expiration of this Agreement any Confidential
Information, any copies thereof or any other tangible or
retrievable materials containing or constituting Confidential
Information;
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Article
V
COMPENSATION OF THE
CONSULTANT
5.1
Compensation to the Consultant . The
Consultant shall be compensated for the Consulting Services by way
of the Company issuing 100,000 restricted shares of common stock of
the Company on a post forward stock split basis that was effective
March 2, 2007 (the “Consultant Shares”) to the
Consultant within 10 days of the full execution of this Agreement,
with such Consultant Shares being deemed to have been earned by the
Consultant as of January 1, 2007. The Consultant Shares shall be
held in escrow by the Company’s legal counsel acting as the
escrow agent in accordance with the terms and provisions of the
Escrow Agreement attached hereto as Schedule “A”. If
the Consultant is terminated prior to the end of the Term in
accordance with this Agreement, then the Parties hererto agree that
the percentage of the Consultant Shares equivalent to the number of
days remaining in the Term after the date of termination divided by
365 days shall be surrendered by the Consultant to the Company for
cancellation. The Consultant agrees that in the case of the
Consultan’s termination prior to the completion of the Term,
the Company is authorized to provide a copy of the termination
notice and written instructions to the escrow agent with respect to
the amount of Consultant Shares to be delivered back to the Company
for surrender and cancellation, with the Company providing a copy
of such written instructions to the Consultant.
5.2
Reimbursement of Expenses . During the Term
the Company shall reimburse the Consultant for all invoiced and
substantiated expenses properly incurred for the Consulting
Services within 30 days of invoice. The Company shall not be
responsible for expenses unless it has given approval as
follows:
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Any single
expense in excess of $500; and
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Any month in
which it is anticipated that aggregate expenses will exceed
$2000.
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Article
VI
INFORMATION AND ADVICE
CONFIDENTIAL
6.1
Confidential Information . No information
furnished hereunder in connection with the Consulting Services
shall be published by any Party without the prior written consent
of the other Party, but such consent in respect of the reporting of
factual data shall not be unreasonably withheld, and shall not be
withheld in respect of information required to be publicly
disclosed pursuant to applicable securities or corporation
laws.
6.2
Confidentiality by the Consultant . The
Consultant will not, except as authorized or required by the
Consultant’s duties hereunder, reveal or divulge to any
person or companies any information concerning the organization,
business, finances, transactions or other affairs of the Company,
or of any of its subsidiaries, which may come to the
Consultant’s knowledge during the Term, and the Consultant
will keep in complete secrecy all confidential information
entrusted to the Consultant and will not use or attempt to use any
such information in any manner which may injure or cause loss,
either directly or indirectly, to the Company’s Businesses
and shall not use or permit the same to be used for any purpose of
the Consultant not in the pursuit of this Agreement or by any
competitor or third party. The Consultant shall immediately advise
the Company at the time it shall come to the Consultant’s
knowledge of any party employing the Company’s information
for purposes not authorized by this Agreement or the Company and
the Consultant shall give the Company all reasonable assistance to
protect the Company’s information, at the Company’s
cost. This restriction will continue to apply after the termination
of this Agreement without limit in point of time but will cease to
apply to information or knowledge which may come into the public
domain.
6.3
Opinions, Reports and Advice of the
Consultant . The Consultant acknowledges and agrees
that all written and oral opinions, reports, advice and materials
provided by the Consultant to the Company in connection with the
Consultant’s engagement hereunder are intended solely for the
Company’s benefit and for the Company’s use only, and
that any such written and oral opinions, reports, advice and
information are the exclusive property of the Company. In this
regard the Consultant agrees that the Company may utilize any such
opinion, report, advice and materials for its purposes but the
Company shall not publish the same or use the same, or extracts
thereof, for purposes not specifically intended by the Consultant
without the Consultant’s written permission. The Consultant
agrees that all resources, opportunities, or other matters of value
developed or pursued pursuant to this Agreement are the property of
the Company and shall accrue to the Company solely.
6.4
Right of Ownership to the Business and related
Property . The Consultant hereby acknowledges and
agrees that any and all technology and Business interests of the
Company, together with any improvements derived therefrom, and any
patents, copyright, trade marks or trade names used in connection
with the same (collectively, the “ Property
”), are wholly owned and controlled by the Company. In this
regard the Consultant hereby further covenants and agrees not to,
during or after the Term, contest the title to any of the
Company’s Property interests, in any way dispute or impugn
the validity of the Company’s Property interests or take any
action to the detriment of the Company’s interests therein.
The Consultant acknowledges that, by reason of the unique nature of
the Property interests, and by reason of the Consultant’s
knowledge of and association with the Property interests during the
Term, the aforesaid covenant, both during the term of this
Agreement and thereafter, is reasonable and commensurate for the
protection of the legitimate business interests of the Company. The
Consultant hereby further covenants and agrees to immediately
notify the Company of any infringement of or challenge to any of
the Company’s Property interests as soon as the Consultant
becomes aware of the infringement or challenge.
6.5
Consultant’s Business Conduct . The
Consultant warrants that it shall conduct its Consulting Services
and other related activities in a manner which is lawful and
reputable and which brings good repute to the Company, the
Consultant and the Business interests. In this regard the
Consultant warrants to provide all Consulting Services in a sound
and professional manner such that the same meets superior standards
of performance quality within the standards of the industry or as
set by the specifications of the Company.
Article
VII
INDEMNIFICATION AND LEGAL
PROCE
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