Exhibit
10.1
WEBSITE CONSTRUCTION SERVICE
AGREEMENT
This Website
Construction Service Agreement
(the “Agreement”) is entered into as of 27
th October, 2006 between China Fruits
Corporation (the “Company”), a company incorporated
under the corporation law of the State of Nevada, U.S.A., of
Fu Xi Technology & Industry Park, Nan Feng County Jiang Xi
Province, People’s Republic of China and TSE WAN YI
ALICE, with her address at ROOM 208, DAVID HOUSE, 8-20 NANKING
STREET, KIN, HONGKONG (the
“Contractor”).
That the
Contractor is in the business of designing &
building company website, domain name registration, website
hosting and regular maintenance, and web-based promotion &
advertising;
That the
Contractor does hereby agree with the Company for the
considerations named herein to perform the services stipulated in
this Agreement in connection with the work as hereinafter defined
and described here for the referenced services.
The Company
hereby retains the Contractor as an independent contractor, and the
Contractor hereby accepts and agrees to such retention. The
Contractor shall provide the Company with the services set
forth in Schedule 1 herein. It is acknowledged and agreed by the
Company that the Contractor carries neither professional licenses
nor memberships in any self-regulatory organizations. The services
of the Contractor shall not be exclusive, nor shall the Contractor
be required to render any specific number of hours or assign
specific personnel to the Company or its projects.
Unless
otherwise terminated at an earlier date in accordance with Section
7, the Agreement shall commence as of the date first written above
upon signing by both parties and shall continue until 26
th October，2007 (“Expiration
Date”) unless any amendment which changes the term of the
Agreement upon signing by both parties. The Agreement
shall automatically expire on the day following the
Expiration Date.
The Contractor
shall be available to the officers and directors of the Company at
such reasonable and convenient times and places as may be mutually
agreed upon. Except as otherwise provided in this Agreement, the
time, place and manner of performance of the services hereunder,
including the amount of time to be allocated by the Contractor to
any specific service, shall be determined in the sole discretion of
the Contractor.
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OWNERSHIP OF
DOCUMENTSRIGHTS
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It is
understood and agreed to by the parties that all reports, drawings,
studies, specifications, designs, publications, etc., secured by
and for the Contractor in the prosecution of this Agreement
will become the property of the Company upon termination or
completion of the work. The Company will have the right to use
these documents for any public purpose without compensating the
Contractor, other than as hereinafter provided. If the Company does
not use the documents for the purpose for which this Agreement
has been executed, the Company recognizes that such use will be at
the Company's own risk.
The data as
used here means recorded information, whether or not copyrighted,
that is delivered or specified to be delivered under
this Agreement. The term includes graphic or pictorial
delineations in media such as drawings or photographs; text in
specifications or related performance or design-type documents; and
information retained in computer memory.
All subject data first produced in the
performance of this Agreement is the sole property of the
Company. The Contractor will not assert any rights at common law or
equity or establish any claim to statutory copyright in such data.
Except for its own internal use, the Contractor will not publish or
reproduce such data, in whole or in part, or in any manner or form,
or authorize others to do so without the written consent of the
Company or until the Company has released such data to the
public.
For the
consulting services to be rendered under this Agreement the
Company agrees to pay to the Contractor as compensation for its
services, and the Contractor agrees to accept as full compensation
the following:
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Notwithstanding
any prices listed in any literature or on Web pages, the
Company covenants to grant or cause to be granted to the Contractor
(or its designee(s)) NASDAQ’s OTCBB-listed common
shares of the Company. The shares granted should be
registered via Form S-8.
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a) 1,000,000
shares of the Company for website design & building
