Independent Contractor Agreement
This Independent Contractor Agreement
("Agreement") is between China Tel Group, Inc. ("ChinaTel") and
Eric Bursztyn ("Independent Contractor").
2.
Term of
this Agreement
The term of this Agreement shall be effective as
of January 1, 2009 and shall expire November 30, 2009
("Term").
3.
Services to
be Performed by Independent Contractor
Independent Contractor shall perform consulting
services (the “Services”) of the following general
description as an independent contractor to ChinaTel during the
entire Agreement. The Services include, but are not
limited to: introducing ChinaTel to potential acquisition target
companies, joint venture partners, and business development
opportunities, including representing ChinaTel at meetings and
presentations related to such opportunities, in Russia and in the
Commonwealth of Independent States of the Former Soviet
Union.
ChinaTel shall pay Independent Contractor for
the Services described above for a fixed fee of 100,000 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 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.
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Independent Contractor, at Independent
Contractor's sole expense, may employ assistants as Independent
Contr
