AGREEMENT FOR SERVICES
Exhibit
10.1
This
Agreement is made and entered into as of the 7th day of October, 2006
("Effective Date"), by and between Xxxxxx Xxxx (“Consultant”), and Largo Vista
Group, Ltd., a Nevada Corporation ("Client").
In
consideration of the mutual covenants contained herein the parties agree as
follows:
1.
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Services
to be rendered by Consultant:
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a.
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Consultant
has been appointed as Chief Financial Officer (CFO) of the client
and will
perform her duties mainly in the People’s Republic of China. Consultant
shall be available, from time to time as required by Client to provide
lawful, professional and ethical business consultation services to
Client
regarding international business operations.
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b.
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A
description of position that CFO should follow and act is attached
as
Exhibit A to this agreement.
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2.
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Compensation
to Consultant:
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a. |
Consultant's
fees for services performed under this Agreement shall be $18,000 per
year
at $1,500 per month.
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b. |
Consultant
may, at the option of the Consultant, elect to accept common stock
of the
Company in lieu of cash. The value of the shares shall be computed
based
on the closing date of the 1st
day of the following month when the payment is
due.
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c. |
Client
shall reimburse the Consultant for all expenses incurred in connection
with the performance of her duties and responsibilities for Client
including, but not limited to, air travel, car rental, hotel
accommodations, meals, and other expenses directly related to the
rendering of services pursuant to this
Agreement.
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d. |
Consultant
should issue an invoice within 5 working days after she receives the
service fees each time and deal with any tax issues independently to
the
proper tax authority without any liability on Client’s
side.
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3.
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Confidentiality
and Non-Disclosure:
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a.
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Consultant
has executed a separate Confidentiality Agreement, which is attached
as
Exhibit B hereto and is incorporated by reference
herein.
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b.
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The
obligations stated in this paragraph shall survive the termination
of this
agreement for a period of one year.
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4.
Term
and Termination:
This
agreement shall continue from the effective date hereof for a term of 12 months.
It may be terminated or cancelled by either party giving not less than 30 days
written notice thereof.
5. Assignment:
No
assignment of this agreement or of any right or obligation hereunder, shall
be
made by either party
without the written consent of the other party.
6.
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Miscellaneous:
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a.
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Time
is of the essence of each provision of this
Agreement.
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b.
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Whenever
consent or approval of either party is required, that party shall
not
unreasonably withhold such consent or
approval.
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c.
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This
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, representatives, administrators,
successors and assigns.
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d.
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All
sums payable under this Agreement shall be paid in lawful money of
the
United States of America.
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e.
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This
Agreement shall be construed and interpreted in accordance with the
laws
of the State of Nevada.
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f.
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This
Agreement contains all the agreements of the parties and cannot be
amended
or modified except by a written agreement signed by a duly authorized
officer of Client and Consultant and the same shall then be effective
only
for the period and on the conditions and for the specific instances
and
purposes specified in such writing.
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g.
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The
definitions contained in this Agreement shall be used to interpret
this
Agreement.
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h.
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The
captions of this Agreement shall have no effect on its
interpretation.
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i.
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When
required by the context of this Agreement, the singular shall include
the
plural.
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j.
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All
notices provided in this Agreement shall be in writing and shall
be
sufficient if sent by registered United States mail or by personal
service
to the address of each party as set forth below or any other address
provided by each party to the other in writing subsequent to the
execution
of this Agreement.
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k.
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The
unenforceability, invalidity, or illegality of any provision shall
not
render any other provision of this Agreement unenforceable, invalid,
or
illegal.
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l.
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Neither
any failure nor any delay on the part of either party hereto in exercising
any right, power, or privilege under this Agreement or at law shall
operate as a waiver thereof, nor shall a single or partial exercise
thereof preclude any other or further exercise of any other right,
power
or privilege.
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m.
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The
parties shall execute and deliver all documents and perform all further
acts that may be reasonably necessary to effectuate the provisions
of this
Agreement.
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n.
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If
any party to this Agreement is in default, and the non-defaulting
party
commences legal action against the defaulting party, the non-defaulting
party shall be entitled to have and recover from the defaulting party
reasonable Consultant’s fees and costs of bringing the
action.
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IN
WITNESS WHEREOF,
the
parties have executed this Agreement on this 7th day of October,
2006.
Consultant Largo
Vista Group, Ltd.
By:_/s/
Xxxxxx Deng___ By:_/s/
Xxxxxx Figueroa__
Xxxxxx
Xxxx, CFO Xxxxxx
Xxxxxxxx, Director
page
2 of
2
Exhibit
A
CHIEF
FINANCIAL OFFICER POSITION DESCRIPTION
(Approved
by the Board on September 7, 2006)
The
Chief
Financial Officer (CFO) of Largo Vista Group, Ltd. (Largo) has the
responsibility and specific duties described below.
Appointment
The
CFO
will be appointed by the Board of Directors (Board) each year and will have
the
competencies and skills recommended by the Chief Executive Officer (CEO) and
the
Compensation and Human Resources Committee and determined by the Board.
Responsibility
The
CFO
provides effective financial leadership for Largo to grow value responsibly,
in
a profitable and sustainable manner. With the CEO, the CFO sets the “tone” for
Management to xxxxxx ethical and responsible decision making, appropriate
management and best-in-class corporate governance practices.
Specific
Duties
The
CFO
will:
Leadership
1 Provide
financial leadership to manage Largo in the best interests of its stakeholders.
2 |
With
the CEO, provide leadership in setting the Mission, Vision, Principles,
Values, Strategic Plan and Annual Operating Plan of Largo, in conjunction
with the Board of Directors (Board).
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3 |
With
the CEO, lead the growth of Largo’s global business in a profitable and
sustainable manner through resourceful people, capitalizing on superior
assets and innovation and operating in a socially responsible manner.
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Corporate
Social Responsibility, Ethics and Integrity
4 |
Serve
as Largo’s governance liaison to financial agencies.
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5 |
With
the CEO, provide leadership to Management in support of Largo’s commitment
to Corporate Social Responsibility.
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6 |
Xxxxxx
ethical and responsible decision making by Management.
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Governance
7 |
Communicate
in a timely fashion with the Audit and Conduct Review Committee, the
Finance Committee and the Board on material financial and accounting
matters affecting Largo.
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Disclosure
8 |
With
the CEO and other members of Management, as needed, ensure appropriate
and
timely disclosure of material information.
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Strategic
Planning
9 |
With
the CEO, ensure the development of a Strategic Plan for Largo to maximize
shareholder value and recommend it to the Board for review and, in
the
Board’s discretion, approval.
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10 |
With
the CEO, ensure the implementation of the Strategic Plan and report
to the
Board in a timely manner on deviations from the Strategic Plan or any
parameters established by the Board.
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Financial
and Accounting Management
11 |
Establish
and standardize corporate governance in connection of corporate finance
and provide general supervision and management of the day-to-day financial
and accounting affairs of Largo, consistent with decisions requiring
prior
approval of the Board and the Board’s expectations of Management.
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12 |
With
the CEO, ensure the development of an Annual Operating Plan including
business plans, operational requirements, organizational structure,
staffing and budgets that support the Strategic Plan.
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13 |
With
the CEO, ensure the implementation of the Annual Operating Plan and
direct
and monitor the activities and resources of Largo, consistent with
the
strategic direction, financial limits and operating objectives approved
by
the Board.
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14 |
Ensure
Largo maintains an appropriate capital structure to support its Annual
Operating Plans and Strategic Plans.
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15 Ensure
Largo has sufficient liquidity to implement its business plans.
16 Approve
commitments within the limits of delegated approval authorities.
Risk
Management
17 |
With
the CEO, provide the Board assurance that the proper systems are in
place
to identify and manage business risks and that such risks are acceptable
to Largo and are within the guidelines established by the Finance
Committee, the Audit and Conduct Review Committee and the Board.
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18 |
With
the CEO, ensure the accuracy, completeness, integrity and appropriate
disclosure of Largo’s financial statements and other financial information
through appropriate policies and procedures.
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19 |
With
the CEO, establish and maintain Largo’s disclosure controls and procedures
through appropriate policies and procedures.
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20 |
With
the CEO, establish and maintain Largo’s internal controls over financial
reporting through appropriate policies and procedures.
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21 |
With
the CEO, ensure that Largo has complied with all regulatory requirements
for Largo’s financial information, reporting, disclosure requirements and
internal controls over financial reporting.
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22 Provide
required regulatory certifications regarding Largo and its activities.
23 |
Ensure
appropriate financial, risk, accounting and auditing policies and
procedures of Largo are developed, maintained, approved and disclosed,
as
appropriate.
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Other
24 Carry
out
any other appropriate duties and responsibilities assigned by the Board or
the
CEO.
25 |
To
honor the spirit and intent of applicable law as it evolves, authority
to
make minor technical amendments to this Position Description is delegated
to the Secretary, who will report any amendments to the Corporate
Governance and Nominating Committee at its next meeting.
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26 |
Once
or more annually, as the Corporate Governance and Nominating Committee
decides, this Position Description will be fully evaluated and updates
recommended to the Board for consideration.
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Exhibit
B
CONFIDENTIALITY
/ NON-DISCLOSURE
AGREEMENT
This
AGREEMENT
is
effective on October 7, 2006 between Largo Vista Group, Ltd., including any
of
its subsidiaries and/or joint venture partners (hereinafter referred to as
"Proponent or Party"), and Xxxxxx
Xxxx,
consultant of Proponent (hereinafter referred to as "Recipient or
Party").
In
the
course of the proposed and/or future business association for the mutual
benefit, it may become necessary for Proponent to make disclosures of trade
secrets and confidential information relating to the Proponent's business
operations, products, processes, programs, plans, concepts and strategies and
especially KEY
PERSONAL CONTACTS.
Confidential information is further and more specifically defined as
follows:
Individual
persons representing themselves, their company, their employers; agents
representing individuals, companies or business entities to whom the Proponent
introduces the Recipient (or vice versa through Proponent’s paid services) or
whom the Recipient may meet in the course of attending business meetings at
the
invitation of the Proponent.
In
order
to preserve the confidential status of such information, and protect the
Proponent from adverse effects of unauthorized use or disclosure of confidential
information, the parties hereby make the following agreement:
1.
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For
purposes of this Agreement "trade secrets" and "confidential information"
shall include but are not limited to all information encompassed
in all
customer files, computer disks and printouts, manuals, business plans,
proposals, marketing and sales plans, financial information, costs,
pricing information, oral or written communications and all other
concepts
or ideas related to the business of Proponent. "Key Contacts " shall
include persons or entities including, without limitation, individuals,
financial institutions, or any other lenders, independent agents,
trusts,
insurance companies, and/or subsidiaries of the foregoing, as well
as any
person or entity owning and/or desiring to dispose of, or desiring
to
acquire, any interest in ownership in any real or personal
property.
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2.
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Recipient
agrees to regard and preserve as confidential all trade secrets pertaining
to Proponent's business, and will take all reasonable steps to hold
such
information in confidence, and to preclude disclosure or dissemination
thereof to any third party, except as permitted or required in carrying
out his (her) obligations herein, without the prior consent of Proponent.
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3.
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Recipient
further agrees that he (she) will not use for his (her) own benefit
or
purpose, either during the term of this Agreement or thereafter,
any trade
secret or confidential information or key contact connected with
the
business, or development of the business of Proponent, without written
permission from Proponent.
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4.
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The
obligation of confidentiality imposed by this Agreement shall not
apply to
any information that was known to Recipient (if he or she is not
a paid
service provider) prior to the Agreement; that is or becomes public
knowledge through no fault of the Recipient; that is furnished to
a third
party by Proponent without restriction on the third party's right
to
disseminate the information; that was independently developed by
the
Recipient and a part of the Recipient's files prior to disclosure
by
Proponent; or if disclosure and use by the Recipient is permitted
by
Proponent in writing.
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5.
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Recipient
shall not apply for registration of any trademarks used by Proponent.
Recipient shall not use such trademarks of Proponent either on his
(her)
own products or on the products of others, or in any other way use
or
authorize the use of such trademarks except as permitted by Proponent
in
writing.
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6. The
Term
of this agreement shall commence on the Effective Date above and continue for
one year. The obligations stated herein with survive for another two years
after
the termination of this agreement.
This
Agreement does not obligate Proponent, in any way, to deliver a commitment
of
any kind to the Recipient, or commit to him (her) for the performance of any
service or the supply of any articles whatsoever; and any and all commitments
given to the Recipient by Proponent are subject to the terms and conditions
of
this Agreement in addition to any terms and conditions therein set forth not
inconsistent herewith.
IN
WITNESS HEREOF, the parties have executed this agreement effective the date
written above.
Proponent: Recipient:
Largo
Vista Group, Ltd. (Name
in
print)
/s/
Xxxxxx Xxxxxxxx /s/
Xxxxxx Xxxx
______________________ _____________________
Xxxxxx
Xxxxxxxx, Director Xxxxxx
Xxxx, Consultant
Largo
Vista Group, Ltd. Largo
Vista Group, Ltd.