EXHIBIT
99.1
Independent Contractor
Agreement
1.
Parties
This Independent Contractor Agreement
(“Agreement”) is between ChinaTel Group, Inc.
(“ChinaTel”) and Robert P. Weygand (“Independent
Contractor”).
2.
Term of
this Agreement
The term of this Agreement shall be effective as
of April 4, 2008 and shall continue until December 31, 2009,
although this Agreement shall be terminable at the will of either
party with or without cause or advance notice of any
kind. 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 temporary
professional services (“the Services”) as an
independent contractor to ChinaTel for wireless telecommunications
deployment in specific markets in China, South America and
Europe. Services shall also include strategic and
corporate planning for ChinaTel.
ChinaTel shall pay Independent Contractor
$250.00 per hour for the Services. ChinaTel shall pay Independent
Contractor every 90 days for the Services. Independent Contractor
shall submit an invoice to ChinaTel, describing the work
Independent Contractor has accomplished during the preceding 90-day
period and the current amount due. ChinaTel shall pay
Independent Contractor’s invoice for the Services performed
within 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.
Neither Independent Contractor nor Independent
Contractor’s employees shall 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
affiliates. Independent Contractor shall, for the
duration of this Agreement, have log-on privileges to
ChinaTel’s computer system and telephone mail system; shall
be issued a building pass; and shall have access to
ChinaTel’s other resources regarding the matters for which he
is providing Services.
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 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 his 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
(including ChinaTel’s computer system) 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
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