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DIRECTOR AGREEMENT
THIS DIRECTOR AGREEMENT (this "Agreement"),
dated as of August 18, 2008, by and between China Bio-Immunity
Corp., a Nevada corporation ("Company"), and Geoffrey Youngclaus
("Director").
RECITALS
WHEREAS , the Company would like to
appoint Director to serve 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 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. Appointment; Election as
Director. Existing directors have appointed Director as a
member of the Company’s Board of Directors (the "Board") to
serve until the next annual meeting of shareholders. Thereafter, in
the event Director desires to stand for reelection, and is
nominated for reelection, the Company agrees to use its best
efforts and powers to sustain and continue Director’s
election as a member of the Board (the "Term"). This
Agreement does not require the Company to nominate Director for
reelection to the Board.
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 Confidential Information
becomes publicly available, other than pursuant to a breach of this
Section 4 by the Director, regardless of
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