EXHIBIT 10.1 CONSULTING AGREEMENTConsulting Services Agreement |
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EXHIBIT 10.1
CONSULTING AGREEMENT
This Agreement is made this 17th day of June, 2005, by and
among Zhao Wei (the "Consultant"), an individual with a business address at
Trustnet (Samoa) Limited, TrustNet Chambers, Lotemau Centre, P.O. Box 1225,
Apia, SAMOA; Expert Network (Shenzhen) Company Limited (the "Company"), with
offices at 31/F Development Centre, 2010 Renminnan Road, Shenzhen, China and its
parent company, China Expert Technology, Inc., a Nevada corporation, with
offices at Rm. 2703-4, Great Eagle Centre, 23 Harbor Road, Wanchai, Hong Kong
(the "Parent").
W I T N E S S E T H
WHEREAS, the Company provides large-scale IT network
infrastructure construction services, consisting of both "software" (applied
software and structure) and "hardware" (network and equipment) in the People's
Republic of China (the "Territory") targeted primarily at "e-Government"
solutions. "e-Government" is the integration of modern information and
communication technologies to create an IT network platform to optimize and
manage governmental administrative functions; and
WHEREAS, the Consultant, provides personally and with aid and
assistance of China e-Internet Technologies Limited, independent consultancy
services throughout the Territory relating to e-Government implementation
services and the sourcing of e-Government contracts with governmental entities;
and
WHEREAS, the Company wishes to engage the Consultant to
provide consulting services to the Company within the Territory, all pursuant to
the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the foregoing, and the
mutual covenants and agreements set forth herein, the parties hereto agree,
intending to be legally bound, as follows:
1. Engagement of Consultant. Subject to the terms of this
Agreement, the Company hereby engages the Consultant to provide, and the
Consultant agrees to provide, consulting services (the "Consulting Services") to
the Company within the Territory, including, without limitation, the following:
(a) sourcing of e-Government contracts (each, an "e-Government Contract") for
the Company with governmental entities (the "Clients"); (b) preparing
feasibility studies related thereto; (c) evaluating, negotiating, planning,
developing and assessing the e-Government network infrastructure implementation
plan relating to each e-Government Contract and (d) providing on-going technical
support and ancillary services for each e-Government Contract.
2. e-Government Contracts. Attached hereto as Exhibit A, is a
summary of the financial terms of each e-Government Contract that has or will be
sourced to the Company by the Consultant during the term of this Agreement.
Exhibit A may be amended from time to time with on the mutual agreement of the
parties.
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3. Commissions.
(a) Amount. Upon the execution of an e-Government Contract, as
consideration for the Consulting Services, the Consultant will be entitled to a
commission equal to ten percent (10%) of the Gross Profit (as hereinafter
defined) of such e-Government Contract (the "Commission") payable to the
Consultant by the Company within thirty (30) days after the execution date of
such e-Government Contract. The Commission shall be payable, at sole discretion
of the Company, by delivery of, either: (a) cash or (b) a number of shares of
common stock of the Parent having an agreed upon aggregate value equal to the
Commission (the "S-8 Shares"), that have been registered for resale by the
Parent by the filing of a Form S-8 pursuant to the Securities Act of 1933, as
amended (the "Act").
(b) Definitions.
(i) "Gross Profit" is hereby defined as the EBITDAA
for the e-Government Contract as
determined by the Company in accordance with United States generally accepted
accounting principles consistently applied and agreed to by the Consultant by
signing where indicated on Exhibit A, as amended.
(ii) "EBITDAA" means earnings from the e-Government
Contract less direct expenses for
products and services (excluding the Commission) incurred in the ordinary course
to effect the execution of the e-Government Contract, before taking account any
allocable amounts of: (A) interest, taxes, depreciation and amortization
expenses; and (B) general advertising, public relations and promotional expenses
and general and administrative expenses relating thereto.
(c) Effect of Client Withdrawal. In the event that a Client
withdraws its business from the Company or terminates its e-Government Contract
with the Company, no refund of any part of the Commission paid to the Consultant
is required in any event.
4. Term. The term of this Agreement (the "Term") shall
commence on the date hereof and shall continue indefinitely, unless and until
terminated on thirty (30) days prior written notice given by a party to the
other party. Upon termination of this Agreement, save for breach or rights
accrued prior to termination, neither party shall have any rights or obligations
with respect to the other, except with regard to the requirements imposed in
Sections 3, 5, 6, 7, 8, 12, 13 and 16 herein which survive termination of this
Agreement.
5. Non-Competition.
(a) The Consultant acknowledges that the Consulting Services
are special, unique and extraordinary to the Company's business, and that he may
during the Term hereof obtain confidential information of the Company's trade
secrets, devices, software, production materials, algorithms, designs,
technology, ideas, know-how, compositions, data, techniques, improvements,
inventions (whether patentable or not), works of authorship, business and
product development plans, the salaries and terms of compensation of the
Company's employees, other consultants, customers and other information
concerning the Company's actual or anticipated business, research or
development, formulae, processes, codes, machinery and patterns (collectively,
"Confidential Information"), the use or revelation of which by the Consultant
during his consultancy or after the termination of the consultancy hereunder,
might, would or could injure or cause injury to the Company's business.
Accordingly, the Consultant agrees that he will forever keep secret and
inviolate any knowledge or information as to any Confidential Information and
will not utilize the same for his private benefit or directly or indirectly for
the benefit of others and he will never disclose such secret knowledge or
information to anyone else. The foregoing shall not be applicable to any
information which now is or hereafter shall be in the public domain other than
as a result of a disclosure by the Consultant, is in the possession of the
Consultant prior to the date of rendering any services to the Company and was
not received directly or indirectly from the Company, or is independently
developed by the Consultant without the use of information received directly or
indirectly from the Company.
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(b) Further, upon the termination of this Agreement, by the
Company pursuant to Sections 8(a), (b) or (c) or upon the Consultant's voluntary
resignation or upon the expiration of the Term hereof, the Consultant will not
engage in any business in competition with the business of the Company within
the Territory, nor directly or indirectly perform services for any person, firm
or corporation engaged in such a competitive business in such territory for a
period of twelve (12) months following such termination of his consultancy.
(c) Subsequent to the termination of this Agreement and for
the period set forth in Section 5(b) hereof, the Consultant will not interfere
with or disrupt or attempt to disrupt the Company's business relationship with
any Clients or any of its other customers, vendors or suppliers or solicit any
of the consultants or employees of the Company to leave the employ of the
Company.
6. Public Announcements; Non-Disparagement. All press releases
and public announcements relating to this Agreement will be subject to the
Company's prior written approval. Nothing contained herein shall be construed as
permitting either party to use or exploit the intellectual property including,
trademarks tradenames or logos of the other, except with the other party's
written consent. Each party hereto shall refrain from making any negative or
otherwise disparaging written or oral comment about the other to any third
parties.
7. Inventions; Company's Rights. Every invention, discovery or
improvement made or conceived by the Consultant during his consultancy to the
Company, whenever or wherever made or conceived, and whether or not during
business hours, of any product, article, appliance, software, tool, device,
formula, process, machinery or pattern which constitutes an improvement, on
those heretofore, now or at any time during his consultancy, utilized by the
Company in connection with its e-Government business heretofore or now or
hereafter provided by the Company, shall be and continue to remain the Company's
exclusive property, without any added compensation, and upon the conception of
any and every such invention, discovery or improvement and without waiting to
perfect or complete it, the Consultant promises and agrees that he will
immediately disclose it to the Company and to no one else and thenceforth will
treat it as the property and secret of the Company. The Consultant will also
execute any instruments requested from time to time by the Company to vest in it
complete title and ownership to such invention, discovery or improvement and
will, at the request of the Company, do such acts and execute such instruments
as letters patent in the United States and other countries, for such invention,
dis






