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.
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
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(a)
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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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(b)
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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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(c)
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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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(d)
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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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(e)
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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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(f)
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Independent
Contractor shall not discuss with his other clients the
Servic
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