Independent Contractor
Agreement
This
Independent Contractor Agreement ("Agreement") is between China Tel
Group, Inc. ("ChinaTel") and Forum Group ("Independent
Contractor").
2.
Term of this
Agreement
The term of
this Agreement shall be for three (3) years, effective as of May 1,
2009 and expiring April 30, 2012; provided, however, either party
shall have the right to terminate this Agreement by providing the
other party thirty (30) days prior written notice of its intention
to terminate this Agreement ("Notice Termination Period"). During
the Notice Termination Period, Independent Contractor shall be
entitled to receive its Independent Contractor Fee and have its
expenses reimbursed by ChinaTel in accordance with the provisions
of Sections 4 and 11 of this Agreement. While contracts such as
this have been renewed in the past for other Independent
Contractors of ChinaTel, renewals depend upon the current needs of
ChinaTel. The past pattern or practice of ChinaTel in renewing
Independent Contractor Agreements is no assurance that this
Agreement will be renewed beyond its stated term.
3. Services
to be Performed by Independent Contractor
Independent
Contractor shall perform the following professional consulting
services ("Services") of the following general description as an
independent contractor to ChinaTel: Mergers and acquisitions of
companies and various entities in the wireless broadband
telecommunications business sector worldwide.
4. Payment
ChinaTel shall
pay Independent Contractor for the Services at the rate of
$7,500.00 per month ("Independent Contractor Fee"). Independent
Contractor or its nominee shall also receive 900,000 shares of
ChinaTel common stock within thirty (30) days of this Agreement
being fully signed by the parties. The shares shall be deemed
immediately fully paid and non-assessable. Forum shall receive the
shares on its name and/or on a person and/or entity of its choice
and In any case shall have the right to transfer the shares in Its
own discretion to any third party. Within ten (10) days after the
end of each calendar month during the term of this Agreement,
Independent Contractor shall submit an invoice to ChinaTel
describing the Services provided, and identifying the amount of
compensation due Independent Contractor for the Services. ChinaTel
shall pay Independent Contractor's invoice for the Services
performed within thirty (30) days of receipt thereof by
ChinaTel.
5.
State and Federal
Taxes
Independent
Contractor shall assume full responsibility for the payment of any
taxes (or any other obligations or payments) that may be claimed as
owed by any unit of government, as a result of remuneration paid to
Independent Contractor for the performance of the Services, This
includes income, Social Security, Medicare and self-employment
taxes. Independent Contractor shall also pay all unemployment
contributions related to the performance of the Services.
Independent Contractor shall defend and indemnify ChinaTel with
regard to any such payments.
Independent
Contractor shall not be eligible to receive any employee benefits
from ChinaTel, including, but not limited to, medical, dental,
vision, long-term disability, accidental death and dismemberment,
flexible spending account, mental health services, family and
medical care leave benefits, vacation benefits and participation in
any ChinaTel 401 (k) plan.
7.
Independent Contractor
Status
The parties
intend Independent Contractor to act as an independent contractor
in the performance of the Services. Independent Contractor shall
have the right to control and determine the methods and means of
performing the Services. Independent Contractor shall use his own
expertise and judgment in performing the Services, recognizing that
ChinaTel is relying on Independent Contractor to consult, when
appropriate, with employees of ChinaTel and its subsidiaries and
affiliated companies.
8.
Other Clients of Independent
Contractor
ChinaTel
understands that, in addition to providing services to ChinaTel on
its matters, Independent Contractor may be retained, directly or
indirectly, by other entities or individuals to provide services
separate and apart from the Services. Independent Contractor shall
be responsible for following appropriate procedures to avoid any
breach of client confidentiality or any conflicts of interest on
the part of Independent Contractor which regard to the performance
of the Services. These procedures include, but are not limited to,
the following:
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The parties
associated with any matter for which Independent Contractor is
retained outside of the Services must be processed in advance for
conflicts with ChinaTel and any of its subsidiaries and affiliated
companies (collectively, "ChinaTel Group"). If a conflict of
interest exists or appears to exist, Independent Contractor shall
not perform any services for such third party, unless and until the
conflict is resolved.
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Independent
Contractor shall use Independent Contractor's own letterhead and
business cards, and not those of ChinaTel, when providing service
to its clients outside of this Agreement. Independent Contractor's
shall use Independent Contractor's own letterhead for engagement
letters and all other correspondence on matters not associated with
the Services.
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Independent
Contractor shall not utilize any ChinaTel personnel or resources on
any matters for a client outside of this Agreement. Should
Independent Contractor desire to utilize the services of such
personnel or resources on any such matter, Independent Contractor
must first obtain prior written approval from the Chief Executive
Officer of ChinaTel.
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Independent
Contractor shall bill any client not associated with this Agreement
using Independent Contractor's own letterhead or billing
form.
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Independent
Contractor shall not discuss with his other clients the Services
being performed pursuant to this Agreement; likewise, Independent
Contractor shall not discuss with any ChinaTel
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