EXHIBIT 10.2
China Wi-Max
DENVER TOWER
1905 Sherman Street
Suite 335
Denver, Colorado 80203
Office: 303-993-8028
:
800-830-1978
Fax : 303-993-8172
: 888-220-8527
www.chinawi-max.com
June 29, 2009
Mr. Eric Hager
23922 Caldwell Ct.
Evergreen, CO 80439
Subject: Consulting Letter Agreement -- Terms of
Engagement and Conditions
Dear Eric:
This letter agreement ("Letter Agreement"),
effective as of the date hereof,
except for payments which shall begin on July 1, 2009, shall
serve as the basis
of an independent contractor consulting
relationship between you, Eric Hager,
("Consultant") and China Wi-Max
Communications, Inc. ("CWMC"). This Letter
Agreement is for services above and beyond the advice you will be
providing as a
CWMC board advisor -- and beyond the development
of a joint venture to market
and sell VLAN/VPN services originating in
the US to On-net CWMC accessible
buildings in China.
CWMC envisions three primary areas where you may be engaged with
the expectation
of compensation as a Consultant, including:
1) Preparing and
presenting expert opinion on operations and
business
models to
investor road shows on a case-by-case basis, as needed
and
specifically engaged. This will require you to fully
understand CWMC
investor
materials on business projections and technical
realization
of CWMC's
current and future business models.
2) Assisting in network
planning and oversight of operations in China for
current and
future business plans and/or operations; and
3) Development of detailed
strategic positioning of a U.S. based VLAN/VPN
revenue
model into current business models, and building CWMC cost and
operational
models within China.
CWMC reserves the right to expand or contract the
scope of services set forth
above at any time without penalty. All work will be performed to
mutually agreed
output. It is possible that
over time, and based upon
success in the
above-referenced matters, in the sole judgment of CWMC, that
CWMC may decide to
hire you as a full or part-time employee
fulfilling a similar (or expanded)
role. However, that decision has not yet been
made and this Letter Agreement
should not be construed as an "offer" to be employed at CWMC.
Neither the making
of this Letter Agreement nor the
performance of its provisions shall be
construed to constitute either of the parties as an
agent, employee, partner,
joint venturer or legal representative of the
other. Each party acknowledges
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that it has no right or authority to obligate or
represent the other, nor to
bind the other in any manner whatsoever. Consultant shall at all
times be deemed
to be an independent contractor, shall bear all tax consequences
associated with
entering into this Letter Agreement, and shall perform
its obligations under
this Letter Agreement in his own name and for his
own account and risk, and
Consultant shall have no right or authority to assume or
create any obligation
or responsibility, whether expressed or implied, on behalf of
or in the name of
CWMC without written, or electronic
authorization. CWMC agrees to review the
terms of this Letter Agreement at least quarterly upon your
request.
As an independent contractor pursuant to this Letter
Agreement, CWMC agrees to
the following fee structure:
1) An hourly fee structure of
$100 U.S./hour with a cap of $800 per day
(even if
you provide services in excess of 8 hours in any
single 24
hour
period), exclusive of reasonable, agreed to,
company-permitted ,
out-of-pocket expenses approved in advance;
2) A minimum retainer of 3
days, $2,400/month, paid electronically
by
bank
deposit on or about the first of each month,
during the term
hereof;
and
3) An immediate stock
option grant of 25,000 common shares (as generally
made
available to similarly situated consultants from time to time,
on
then
available terms).
Consultant shall submit monthly invoices to CWMC in a mutually
acceptable format
with itemization that lists hours
billed and a description of the
work
performed, as well as any and all such other information mutually
agreed by CWMC
and Consultant as they may deem necessary. Copies of associated
receipts for all
fees and expenses shall accompany such monthly invoices sent to
CWMC. Consultant
shall coordinate the services to be performed with a
CWMC-designated employee or
representative, who shall be Consultant's principal
contact with regard to any
and all services requested of Consultant, and to whom
Consultant should direct
all reports, findings, services,
billings and the like, relating to
its
provision of Services to CWMC.
The term of this Letter Agreement shall be
month-to-month. Either party may
terminate this Letter Agreement at any time without cause
upon thirty (30) days
written notice. All notices given under
this Letter Agreement shall be in
writing and shall be addressed to the parties at their
respective addresses set
forth herein.
If this Letter Agreement is terminated by
either party, CWMC shall only be
liab
