DIRECTOR
AGREEMENT
THIS DIRECTOR AGREEMENT
(this “Agreement”), dated as of August 6, 2008, by and
between China Bio-Immunity Corp., a Nevada corporation
(“Company”), and Zhaoen Kong
(“Director”).
RECITALS
WHEREAS
, Director currently
serves as an independent director of the Company; and
WHEREAS
, the parties desire
and agree to enter into this Agreement with Director setting forth
the terms and conditions upon which Director shall continue to
serve as an independent director of the Company; and
WHEREAS
, the Board has
approved the terms of this Agreement.
AGREEMENT
NOW,
THEREFORE ,
in consideration of the foregoing and of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to
be legally bound, hereby agree as follows:
1.
Election as Director; Appointment. Company has appointed
Director as a member of the Board, as of February 2008, and agrees
to use its best efforts and powers to sustain and continue
Director’s election as a member of the Board for successive
one year terms at each annual meeting of stockholders of Company
and each special meeting of stockholders of Company convened for
such purpose, unless this Agreement is terminated sooner pursuant
to Section 5 hereof (the “Term”).
2. Duties
and Extent of Services .
(a) During
the Term, Director shall serve as a director of the Company and, in
such capacity, shall provide those services required of a director
under Company’s articles of incorporation and bylaws, as both
may be amended from time to time, and under the Nevada Revised
Statutes, the federal securities laws and other state and federal
laws and regulations, as applicable, and shall render such services
as are customarily associated with and are incident to the position
of director and such other services as Company may, from time to
time, reasonably require of him consistent with such position. Such
duties and responsibilities shall include, but shall not be limited
to, attendance at all meetings of the Board, which shall occur at a
minimum on a quarterly basis, and all meetings of stockholders of
the Company.
(b) Director shall
faithfully, competently and diligently perform to the best of his
ability all of the obligations required of him as a director in
accordance with the duty of loyalty and duty of care which the
Director owes to the Company and its shareholders. Without
limiting the preceding sentence, Company acknowledges that Director
has other business commitments.
3.
Compensation.
(a) Initial
Compensation. As compensation for Director’s entering
into this Agreement and performing his services hereunder, Director
shall receive a director’s fee of one thousand dollars (US
$1,000.00) per day for all activity, including travel, related to
board meetings attended by Director so long as Director remains a
director of the Company.
(b) Other
Benefits. During the Term Director shall be entitled to any
benefits made available to non-executive members of the Board
generally.
(c) Expenses.
Company agrees to reimburse Director for all reasonable and
necessary travel, business entertainment, and other out-of-pocket
business expenses incurred or expended by him in connection with
the performance of his duties hereunder upon presentation of proper
expense statements or vouchers or such other supporting information
as Company may reasonably require of Director.
4.
Confidential Information . The Director recognizes and
acknowledges that the Director will have access to Confidential
Information (as defined below) relating to the business or
interests of the Company or of persons with whom the Company may
have business relationships. Except as permitted herein, the
Director will not during the Term of this Agreement, or at any time
following termination of this Agreement, disclose or permit to be
known to any other person or entity (except as required by
applicable law or in connection with the performance of the
Director's duties and responsibilities hereunder), or use for the
Director's own improper benefit or gain, any Confidential
Information of the Company. The term "Confidential Information"
includes, without limitation, information relating to the Company's
business affairs, proprietary technology, trade secrets, patented
processes, research and development data, know-how, market studies
and forecasts, competitive analyses, pricing policies, employee
lists, employment agreements, personnel policies, the substance of
agreements with customers, commercial contracts, suppliers and
others, marketing arrangements, and customer lists and information
relating to business operations and strategic plans of third
parties with which the Company has or may be assessing commercial
arrangements, any of which information is not generally known to
the public or to actual or potential competitors of the Company
(other than through a breach of this Agreement). Therefore, the
Director will not, without the prior written consent of the
Company's Board of Directors, disclose such Confidential
Information or use the same, provided, however, that in the course
of the Director's services to the Company, the Director may
disclose such Confidential Information as the Director deems
necessary to carry out the Director's duties to the Company. This
obligation shall continue until such Confi
