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Independent Contractor Agreement

Independent Contractor Agreement

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 This Independent Contractor Agreement involves

CHINA TEL GROUP INC | China Tel Group, Inc

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Title: Independent Contractor Agreement
Governing Law: California     Date: 12/1/2009

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Independent Contractor Agreement




1.   Parties


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.


4.   Payment


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



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:



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.



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.



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.



Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor's own letterhead or billing form.



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 personnel issues pertaining to Independent Contractor's work for his other clients.


9.   Assistants


Independent Contractor, at Independent Contractor's sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions. Independent Contractor shall maintain Worker's Compensation Insurance for all his employees in connection with their work on the Services.


10.   Equipment and Supplies


Independent Contracto

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