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EXHIBIT 10.1 CONSULTING AGREEMENT

Consulting Services Agreement

EXHIBIT 10.1 CONSULTING AGREEMENT | Document Parties: CHINA EXPERT TECHNOLOGY, INC | Expert Network (Shenzhen) Company Limited You are currently viewing:
This Consulting Services Agreement involves

CHINA EXPERT TECHNOLOGY, INC | Expert Network (Shenzhen) Company Limited

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Title: EXHIBIT 10.1 CONSULTING AGREEMENT
Governing Law: New York    

EXHIBIT 10.1 CONSULTING AGREEMENT, Parties: china expert technology  inc , expert network (shenzhen) company limited
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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.

<PAGE>

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.

2

<PAGE>

(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


 
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