This Independent Contractor Agreement ("Agreement") is between China Tel Group, Inc. ("ChinaTel") and Colin Tay ("Independent Contractor").
2. Term of this Agreement
The term of this Agreement shall be effective as of May 1, 2008 and shall expire November 6, 2009 ("Term").
3. Services to be Performed by Independent Contractor
Independent Contractor shall perform professional services (the “Services”) of the following general description as an independent contractor to ChinaTel acting as its President during the entire Term of this Agreement. The Services include, but are not limited to: (i) negotiating at an executive level all aspects of the contractual relationship between ChinaTel and CECT-Chinacomm, including the formation and organization of all subsidiaries and special purpose entities formed to achieve that purpose; (ii) overseeing, at an executive level, the engagement, coordination and supervision of all ChinaTel consultants and other independent contractors who perform services on behalf of ChinaTel; (iii) reporting periodically to the Chief Executive Officer and the Board of Directors as appropriate, the status of ChinaTel’s operations in Asia; and (iv) such other duties as are normally inherent in the capacity of a President of a U.S. publicly held corporations of similar size and character as ChinaTel, or as may from time to time be prescribed by the Board of Directors.
ChinaTel shall pay Independent Contractor for the Services described above for a fixed fee of 4,000,000 shares of ChinaTel's Series A common stock issued as S-8 stock, ("Independent Contractor Fee"). The Independent Contractor Fee shall be paid as soon as is practical following the expiration of the Term of this Agreement.
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.
6. Fringe Benefits
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