SINOBIOPHARMA, INC. Nantong City, Jiangsu Province China 226009 Tel: (86) 51-385328336
0
Xxxxx
Xxxx Xxxx
Nantong
City, Jiangsu Province
China
226009
Tel:
(00)
00-000000000
September
25, 2008
Xxxxxxx
Xxx
0
Xxxxxxx
Xxxx Xxxx
Singapore
574198
Attention:
Mr. Xxxxxxx Xxx
Dear
Sir:
| Re: |
Consulting
Agreement with Sinobipharma, Inc. (the
“Company”)
|
This
correspondence will specify the consulting arrangement (the “Consulting
Agreement”) between the Company and Xxxxxxx Xxx.
The
terms
and conditions of the Consulting Agreement are as follows:
|
1.
|
Services.
During the Term (as hereinafter defined) of this Consulting Agreement,
Xxxxxxx Xxx (the “Consultant”) shall provide to the Company consulting
services basically in the area of corporate finance and development
strategy designed to assist the Company in its business development.
|
|
2.
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Term.
|
|
(a)
|
The
term of this Consulting Agreement (the “Term) is for a period of three
years commencing on September 1, 2008 (the “Effective Date”), subject to
termination under paragraph 2(b).
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(b)
|
If
the Consultant shall be guilty of any serious misconduct or any serious
breach or non-abservance of any of the conditions of this Consulting
Agreement or shall neglect or fail or refuse to carry out the duties
assigned to it hereunder the Company shall be entitled summarily
to
terminate the engagement hereunder without notice and without any
payment
in lieu of notice.
|
|
3.
|
Payment
for Services.
It is hereby agreed that the Consultant shall provide the consulting
services for a monthly fee of US$8,000 (the “Fee”) with such Fee being due
and payable by the Company semi-annually to the Consultant with the
first
payment being due on March 25, 2009. In addition, it is agreed that
the
Consultant shall be reimbursed for all expenses incurred by the Consultant
for the benefit of the Company (collectively, the “Expenses”) and which
Expenses shall be payable by the Company within 30 days of delivery
by the
Consultant of written substantiation on account of each such reimbursable
Expense.
|
|
4.
|
Confidentiality
by the Consultant.
The Consultant will not, except as authorized or required by the
Consultant’s duties hereunder, reveal or divulge to any person or
companies any information concerning the organization, business,
finances,
transactions or other affairs of the Company, or of any of its
subsidiaries, which may come to the Consultant’s knowledge during the Term
and during the continuance of this Consulting Agreement, and the
Consultant will keep in complete secrecy all confidential information
entrusted to the Consultant and will not use or attempt to use any
such
information in any manner which may injure or cause loss either directly
or indirectly to the Company’s respective businesses. This restriction
will continue to apply after the termination of this Consulting Agreement
without limit in point of time but will cease to apply to information
or
knowledge which may come into the public
domain.
|
|
5.
|
Indemnification.
The Company agrees to indemnify and hold Consultant (the “Indemnified
Person”) harmless from and against losses, claims, damages, liabilities,
costs, or expenses including reasonable attorney’s and accountant’s fees
joint and several arising out of the performance of this Consulting
Agreement, whether or not Consultant is a party to such dispute.
The
Company agrees that it shall also reimburse the Indemnified Person
for any
attorney’s and costs incurred in enforcing this Indemnification against
the Company.
|
|
6.
|
No
Indemnification.
This indemnity shall not apply, however, where a court of competent
jurisdiction has made a final determination that the Consultant engaged
in
gross recklessness and willful misconduct in the performance of its
services hereunder which gave rise to loss, claim, damage, liability,
cost
or exposure sought to be recovered hereunder. (But pending any such
final
determination, the indemnification and reimbursement provision of
this
Consulting Agreement shall apply and the Company shall perform its
obligations hereunder to reimburse Consultant for its attorney’s fees and
expenses).
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7.
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Entire
Agreement.
This Consulting Agreement sets forth the entire understanding of
the
parties relating to the subject matter hereof, and supersedes and
cancels
any prior communications, understandings, and agreements between
the
parties. This Consulting Agreement cannot be modified or changed,
nor can
any of its provision be waived, except by written agreement signed
by all
parties.
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8.
|
No
Assignments.
Neither party may assign nor delegate any of its rights or obligations
hereunder without first obtaining the written consent of the other
party.
|
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9.
|
Severability.
In the event that any term, covenant, condition or other provision
contained herein is held to be invalid, void or otherwise unenforceable
by
any court of competent jurisdiction, the invalidity of any such term,
covenant, condition, provision or agreement shall in no way affect
any
other term, covenant, condition or provision or agreement contained
herein, which shall remain in full force and
effect.
|
|
10.
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Governing
Law.
The situs of this Consulting Agreement is Las Vegas, Nevada, and
for all
purposes this Consulting Agreement will be governed exclusively by
and
construed and enforced in accordance with the laws and Courts prevailing
in the State of Nevada, without regard to its conflict-of-laws
rules.
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11.
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Counterparts.
This Consulting Agreement may be executed simultaneously in several
counterparts, each of which shall be deemed an original, but all
of which
together shall constitute one and the same instrument. Facsimile
signatures are acceptable and deemed original
signatures.
|
If
the
Consultant is in accord with the forgoing, please execute a copy of this letter
and the same will be binding on the parties.
Yours
truly,
Per:
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/s/
Xxxxx Xxxxx
|
|
Xxxxx
Xxxxx, President
|
The
forgoing is xxxxxx agreed to this 25th
day of September, 2008 and Xxxxxxx Xxx declares himself bound to the
terms.
