Independent Contractor
Agreement
This Independent Contractor Agreement
("Agreement") is between China Tel Group, Inc. ("ChinaTel") and
Antonios Isaac ("Independent Contractor").
2.
Term of
this Agreement
The term of this Agreement shall be effective as
of January 1, 2009 and shall expire November 6, 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 Term of this Agreement. The Services include, but
are not limited to: (i) identifying and developing strategic
partners, joint venture candidates and companies for target
acquisition by ChinaTel, and (ii) negotiating the terms of
contracts related to deployment of broadband networks, acquisitions
and strategic partnerships; (iii) all of the above as related
to ChinaTel’s operations in Asia and South
America.
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 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
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. Independe
