EXHIBIT 10.15
CONSULTING AGREEMENT WITH JIAXIN CONSULTING GROUP, INC.
DATED DECEMBER 8, 2004
FINAL (December 8, 2004)
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is dated for reference this 8th day
of December 2004 between China Wireless Communications, Inc., a Nevada
corporation (the "Company") and Jiaxin Consulting Group, Inc., a British
Columbia corporation (the "Consultant").
WHEREAS:
A The Company and its subsidiary corporations are in the business of
providing a suite of broadband data services, including support
for Internet access and wireless telecommunications in Beijing,
China.
B. The Company wishes to become the premier technology services
provider in top markets across China.
C. The Consultant has the knowledge and experience in marketing and
development business in China including developing regulatory
compliance strategies, developing strategies for marketing,
packaging and licensing technology products; developing strategic
procurement and licensing arrangements with manufacturers of
products; and developing and implementing business strategies for
conducting business in Asia, and in particular China; and
D. The Company wishes to retain the Consultant and the Consultant
desires to provide consulting services on the terms and conditions
of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties agree as follows:
ENGAGEMENT
1. ENGAGEMENT: The Company hereby retains the Consultant to render such
consulting and advisory services as set forth in Schedule A and as the
Company may request from time to time. The Consultant hereby accepts
such engagement and agrees to perform such services for the Company
upon the terms and conditions set forth in this agreement. The
Consultant shall report to the person identified in Schedule A.
The Consultant shall perform the services hereunder primarily at the
business premises of the consultant's office, but it shall, at the
Company's expense, also be required to render the services at such
other locations as the Company may specify from time to time.
In rendering services hereunder, the Consultant shall be acting
independently of the Company. As such, the Consultant shall have no
authority, express or implied, to commit or obligate the Company in any
manner whatsoever, except as specifically authorized from time to time
in writing by an authorized representative of the Company, which
authorization may be general or specific.
2. TERM. This Agreement shall commence as of the date first written above
and shall continue for a continuous period as set forth in Schedule A
(the "Term").
3. COMPENSATION. The Company shall compensate Consultant for its services
hereunder as set forth in SCHEDULE A.
4. EXPENSES. The Company shall reimburse the Consultant in accordance with
the policies and procedures that the Company establishes from time to
time for all reasonable and necessary out-of-pocket expenses that the
Consultant incurs in performing the services hereunder, including,
without limitation, reasonable travel expenses incurred by the
Consultant. Any expenses in excess of $500 shall be pre-approved by the
Company.
5. PROTECTION OF TRADE SECRETS, KNOW-HOW AND/OR OTHER CONFIDENTIAL
INFORMATION OF THE COMPANY.
(a) CONFIDENTIAL INFORMATION. Except as permitted or directed by
the President of the Company, during the Term or at any time
thereafter the Consultant shall not divulge, furnish or make
accessible to anyone or use in any way (other than in the
ordinary course of the business of the Company) any
confidential or secret knowledge or information of the Company
that the Consultant has acquired or become acquainted with or
will acquire or become acquainted with during the Term or
during engagement by the Company or any affiliated companies
prior to the Term, whether developed by the Consultant or by
others, concerning any trade secrets, confidential or secret
designs, processes, formulae, products or future products,
plans, devices or material (whether or not patented or
patentable) directly or indirectly useful in any aspect of the
business of the Company, any customer or supplier lists of the
Company, any confidential or secret development or research
work of the Company, or any other confidential information or
secret aspects of the business of the Company. the Consultant
acknowledges that the above-described knowledge or information
constitutes a unique and valuable asset of the Company
acquired at great time and expense by the Company and its
predecessors, and that any disclosure or other use of such
knowledge or information other than for the sole benefit of
the Company would be wrongful and would cause irreparable harm
to the Company. Both during and after the Term, the Consultant
will refrain from any acts or omissions that would reduce the
value of such knowledge or information to the Company. The
foregoing obligations of confidentiality, however, shall not
apply to any knowledge or information which is now published
or which subsequently becomes generally publicly known in the
form in which it was obtained from the Company, other than as
a direct or indirect result of the breach of this Agreement by
the Consultant.
(b) RETURN OF RECORDS. Upon termination of this Agreement, the
Consultant shall deliver to the Company all property that is
in its possession and that is the Company's property or
relates to the Company's business, including, but not
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limited to records, notes, data, memoranda, software,
electronic information, models, equipment, and any copies of
the same. The Consultant shall permanently delete all of his
electronic data containing such property.
6. THE CONSULTANT REPRESENTATIONS AND WARRANTIES. The Consultant
represents and warrants to the Company as follows:
(a) INTELLECTUAL PROPERTY. The Consultant has good and marketable
title to all of the inventions, information, material or work
product made, created, conceived, written, invented or
provided by the Consultant hereunder ("Work Product"), free
and clear of all liens, claims, encumbrances or demands of
third parties, including any claims by any such third parties
of any right, title or interest in or to the Work Product
arising out of any trade secret, copyright or patent.
(b) COMPLIANCE WITH LAWS. All services provided hereunder comply
with or will comply with all applicable laws and regulations;
and
7. INJURIES.
(a) INJURIES TO THE CONSULTANT. The Consultant waives any rights
to recovery from the Company for any injuries that the
Consultant may sustain while performing the services hereunder
and that are a result of the Consultant's own negligence.
(b) INJURIES TO OTHERS. The Consultant agrees to take all
necessary precautions to prevent injury to any persons
(including the Company's employees) and damage to property
(including the Company's property) that occur as a result of
the Consultant providing services under this Agreement.
8. INDEMNIFICATION. The Consultant shall indemnify, defend and hold
harmless the Company and its officers, directors, agents and employees
from and against all claims, losses, expenses, fees (including
attorneys' and expert witnesses' fees), costs and judgments that may be
asserted against the Company as a result of the acts or omissions of
the Consultant in connection with the services provided by the
Consultant under this Agreement.
9. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement (including the exhibits,
schedules and other documents referred to herein) contains the
entire understanding between the parties hereto with respect
to the subject matter hereof and supersedes any prior
understandings, agreements or representations, written or
oral, relating to the subject matter hereof.
(b) COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which will be an original and all of
which taken together shall constitute one and
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the same agreement, and any party hereto may execute this
Agreement by signing any such counterpart.
(c) SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law but if any provision
of this Agreement is held to be invalid, illegal or
unenforceable under any applicable law or rule, the validity,
legality and enforceability of the other provision of this
Agreement will not be affected or impaired thereby.
(d) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their
respective heirs, personal representatives and, to the extent
permitted by subsection (e), successors and assigns.
(e) ASSIGNMENT. This Agreement and the rights and obligations of
the parties hereunder shall not be assignable, in whole or in
part, by either party without the prior written consent of the
other party.
(f) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision
of this Agreement may be modified, amended, waived or
terminated except by an instrument in writing signed by the
parties to this Agreement. No course of dealing between the
parties will modify, amend, waive or terminate any provision
of this Agreement or any rights or obligations of any party
under or by reason of this Agreement.
(g) NOTICES. All notices, consents, requests, instructions,
approvals or other communications provided for herein shall be
in writing and delivered by personal delivery, overnight
courier, mail, electronic facsimile or e-mail addressed to the
receiving party at the address set forth herein. All such
communications shall be effective when received.
To: CHINA WIRELESS COMMUNICATIONS, INC.
0000 Xxxx Xxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000-0000
X.X.X.
Fax: 000-000-0000
To: JIAXIN CONSULTING GROUP INC.
Suite 1800 - 0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Xxxxxx
Fax: (000) 000-0000
Any party may change the address set forth above by notice to
each other party given as provided herein.
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(h) HEADINGS. The headings and any table of contents contained in
this Agreement are for reference purposes only and shall not
in any way affect the meaning or interpretation of this
Agreement.
(i) GOVERNING LAW. All matters relating to the interpretation,
construction, validity and enforcement of this Agreement shall
be governed by the laws of the State of Colorado, without
giving effect to any choice of law provisions thereof.
(j) THIRD-PARTY BENEFIT. Nothing in this Agreement, express or
implied, is intended to confer upon any other person any
rights, remedies, obligations or liabilities of any nature
whatsoever.
(k) NO WAIVER. No delay on the part of the Company in exercising
any right hereunder shall operate as a waiver of such right.
No waiver, express or implied, by the Company of any right or
any breach by the Consultant shall constitute a waiver of any
other right or breach by the Consultant.
(l)
ARBITRATION. Any claim or dispute of any nature between the
parties hereto arising directly or indirectly from the
relationship created by this Agreement shall be resolved
exclusively by arbitration in Denver, Colorado, in accordance
with the applicable rules of the American Arbitration
Association. The number of arbitrators shall be one. The fees
of the arbitrator and other costs incurred by the parties in
connection with such arbitration shall be paid by the party
which is unsuccessful in such arbitration. The decision of the
arbitrator shall be final and binding upon both parties.
Judgment of the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. In the event
of submission of any dispute to arbitration, each party shall,
not later than 30 days prior to the date set for hearing,
provide to the other party and to the arbitrator a copy of all
exhibits upon which the party intends to rely at the hearing
and a list of all persons each party intends to call at the
hearing.
(n) WAIVER OF JURY TRIAL. Each party irrevocably waives any and
all right to trial by jury in any legal proceeding arising out
of or relating to this Agreement or the transactions
contemplated hereby.
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(m) ADVICE OF COUNSEL. Each party acknowledges that it has been
advised by counsel in the negotiation, execution and delivery
of this agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth in the first paragraph.
CHINA WIRELESS JIAXIN CONSULTING GROUP INC.
COMMUNICATIONS, INC.
/s/ XXXXX X. XXXXXXX III /s/ LINCOLN XXXXX
XXXXX X. XXXXXXX III
---------------------------------- --------------------------------------
Authorized Signatory Authorized Signatory
LINCOLN PARKE
WITNESS /s/ signature
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SCHEDULE A TO CONSULTING AGREEMENT
NAME OF THE CONSULTANT: JIAXIN CONSULTING GROUP INC.
---------------------------------------------------------
TITLE OF PERSON TO WHOM THE CONSULTANT REPORTS: XXXXX X. XXXXXXX III
---------------------------------
TERM: Twelve (12) Months
CONSULTING FEES:
A consulting fee totaling 3,000,000 shares of common stock (free
trading) will be issued by the Company to the Consultant; payment
will be distributed based on the company's guideline to issue free
trading stock within the corporation's By-Laws; the total number
of free trading shares issued to the Consultant will be issued at
$0.10 per share; the stock certificates will be made out to the
name of the company/address listed as: JIAXIN CONSULTING GROUP
INC., 0000 Xxxx Xxxxx, Xxxxxxxxx, X.X., X0X 0X0; Upon execution of
this agreement, 250,000 shares of common stock (unrestricted) will
be issued to Consultant; further, 250,000 shares of common stock
(unrestricted) will be issued monthly during the next eleven
months of this agreement; if however, Consultant meets or exceeds
their performance objectives before the term of the agreement, the
Company may elect to accelerate payment of said stock shares to
Consultant.
An additional payment of 3,000,000 shares of common stock will be
issued by the Company to the Consultant upon the completion of any
joint-venture, acquisition, merger, partnership or any other
business relationship with a telecommunication corporation or
entity in China, which was facilitated on behalf of the Company by
the Consultant; this additional payment of 3,000,000 shares will
be paid in restricted common stock; the stock certificate will be
made out to the company/address listed as: JIAXIN CONSULTING GROUP
INC., 0000 Xxxx Xxxxx, Xxxxxxxxx, X.X., X0X 0X0 (or assignees).
The issue price for the aforementioned restricted stock shares
will be at $0.10 per share.
DESCRIPTION OF CONSULTING SERVICES:
A. to provide general consulting services to the Company in
connection with the introductory marketing and research on
behalf of the Company in order to secure contracts with other
companies in China; Consultant will present to the Company a
Letter of Intent (LOI) to acquire a suitable Chinese
enterprise within 2 to 3 weeks from execution;
B. to participate in efforts to raise capital for the Company for
investment in China but only to assist in presentations and
not to source funds;
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C. to assist in strategic business planning in China for the
Company and advise the Company with respect to proposed
transactions with Chinese enterprises; Consultant will assist
the Company to complete the merger/acquisition of the
enterprise within 3 to 4 months;
D. to perform a financial and strategic review of the Company and
to assist the Company in formulating its future strategy;
E. to assist the Company in the performance of due diligence
related to potential business arrangements;
F. assist the company in identifying qualified Directors to join
the Board of Directors of the Company;
G. to provide general consulting services on such matters as may
be requested by the Board of Directors of the Company; and
H. to assist the Company in developing marketing and promotional
strategies in China.
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