CORPORATE
CONSULTING
SERVICES
AGREEMENT
THIS
CORPORATE CONSULTING SERVICES AGREEMENT
is dated for reference effective
(the “Effective Date” ) as of the 1
st day of September, 2008.
BETWEEN :
KHUAT LEOK (LIONEL) CHOONG
, having an address for delivery and
service located at c/o Zenith Professionals Limited, The Belize
Bank Limited, 60 Market Square, P.O. Box 364, Belize City, Belize,
Central America
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
Lane 4705, No. 58, North Yang Gao Rd., Pudong New Area Shanghai,
China 201206
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)assistance
with establishing accounting procedures and policies as well as
establishing and maintaining internal financial controls and
procedures; and
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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 three years
commencing on September 1, 2008 (the “ Effective
Date ”) and terminating August 31, 2011 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 paying the Consultant a compensation of US$5,000 per
month payable on the last day of each m
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