CONSULTING AGREEMENT
Exhibit
10.1
This
Consulting Agreement (this “Agreement”)
is
made and entered into as of this 10 day of September, 2008, by and between
Genesis Pharmaceuticals Enterprises, Inc., a Florida corporation (the
“Company”),
and
Xxxxxx Xxxx (“Consultant”),
with
reference to the following facts:
WHEREAS,
the parties hereto desire to enter into an agreement under which Consultant
will
provide services to the Company as an independent contractor.
NOW,
THEREFORE, in consideration of the mutual agreements and covenants contained
herein, the parties hereto hereby agree as follows:
1. Engagement
and Term.
The
Company hereby engages the services of Consultant and Consultant hereby accepts
such engagement upon the terms and conditions set forth herein for a term
commencing on the date the Consultant tender his resignation as a member of
the
Board of Directors of the Company and terminating on December 31,
2008.
2. Duties;
Nature of Services.
Consultant shall perform such duties pertaining to the Company’s business as the
Company’s Chief Executive Officer may request from time to time, which duties
shall include providing advice and guidance to the Company in connection with
corporate governance; provided, however, Consultant’s duties shall not exceed
twenty (20) hours in the aggregate during any thirty (30) calendar day period.
Consultant may render his services by telephone, videoconference and/or any
other remote methods as Consultant may reasonably determine. During the term
of
this Agreement, Consultant may attend meetings of the Board of Directors as
an
observer, but will not have the right to vote on matters presented to the
Board.
3. Compensation.
In
consideration of the performance by Consultant of his obligations under this
Agreement (a) the Company shall pay to Consultant $11,667 and (b) the Company
shall transfer to Consultant 50,000 freely tradable shares of common stock
of
Lotus Pharmaceuticals, Inc. The compensation is payable upon entering into
this
agreement.
4. Reimbursement
of Expenses.
Consultant shall be responsible for his own expenses unless the Board of
Directors of the Company requires in writing that Consultant incur out of pocket
expenses, in which event such expenses shall be reimbursed by
Company.
5. Confidential
Information; Company Property.
During
the term of this Agreement and at all times thereafter, Consultant shall keep
all Company confidential information in confidence and shall not disclose any
of
the same to any other person or entity, except Consultant’s attorneys and other
persons and/or entities designated in writing and in advance by the Company.
Consultant shall not cause, suffer or permit such confidential information
to be
used for the gain or benefit of any party outside of the Company or for
Consultant’s personal gain or benefit outside the scope of Consultant’s
engagement by the Company. Upon the expiration or termination of his engagement,
Consultant shall immediately surrender to the Company all property belonging
to
the Company.
6. Relationship
and Authority.
The
relationship between the Company and Consultant created by this Agreement is
that of client and independent contractor, and nothing contained herein shall
be
construed as creating a relationship of employer and employee or principal
and
agent between them. Consultant shall neither act nor make any representation
that he is authorized to act as an employee, agent or officer of the
Company.
7. Entire
Agreement; Severability.
This
Agreement is intended to embody the final, complete and exclusive agreement
among the parties with respect to the subject matter hereof and is intended
to
supersede all prior agreements, understandings and representations written
or
oral, with respect thereto. The provisions of this Agreement are severable,
and
in the event that any provision is declared invalid, this Agreement shall be
interpreted as if such invalid provision were not contained herein.
8. Waiver;
Modification; Assignment.
This
Agreement may be amended or modified only in a writing signed by the parties.
Consultant may not assign any right or obligation under this Agreement without
the prior written consent of the Company, which may be granted or withheld
in
the Company’s sole and absolute discretion. Neither party may assign any right
or obligation under this Agreement without the prior written consent of the
other party.
9. Applicable
Law and Venue.
This
Agreement shall constitute a contract under the laws of the State of New York
and shall be governed and construed in accordance with the laws of said State
and without regard to the conflicts of laws principles thereof. Any action
or
proceeding brought hereunder shall be brought in the state and federal courts
sitting in the City of New York, Borough of Manhattan, the parties hereto hereby
waiving any claim or defense that such forum in not convenient or proper. In
the
event of any proceeding to enforce any provision of this Agreement, the
prevailing party shall recover its reasonable attorneys’ fees, expenses and
costs.
10. Counterparts.
This
Agreement may be executed simultaneously in any number of counterparts, each
of
which shall be deemed an original but all of which together shall constitute
one
and the same agreement. This Agreement may be executed and delivered by
facsimile and/or PDF signature.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first set forth above.
XXXXXX
XXXX
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Signature:
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/s/
Xxxxxx Xxxx
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Address:
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000
X. Xxxxx Xxxxx
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Xxx
Xxxxxxx, XX 00000
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COMPANY:
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By:
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/s/
Cao Wubo
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Name:
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Cao
Wubo
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Title:
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CEO
and Chairman of the Board
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Address:
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Middle
Section, Longmao Street, Area A,
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Laiyang
Waixiangxing Industrial Park
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Laiyang
City, Yantai, Shandong Province,
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People’s
Republic of China 710075
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