Exhibit 10.17
CONSULTING AND MANAGEMENT AGREEMENT
Consulting and Management Agreement ("Agreement") made this 3rd day of
January 2006 by and between Sunwin International Neutraceuticals, Inc., a Nevada
corporation ("SUWN"), and China Direct Investments, Inc., a Florida corporation
located at 0000 X. Xxxxxxx Xxx, Xxxxx 000 Xxxx Xxxxx, XX 00000 ("CDI" or the
"Consultant").
W I T N E S S E T H:
A. SUWN desires to engage the services of Consultant as its representative in
the United States. As the U.S. representative, SUWN will look to the Consultant
for advice as it relates to general business affairs and customs in the United
States.
Consultant is desirous of performing such services on behalf of SUWN.
B. NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, the parties hereto agree as follows:
0.Xxxxxxxxxx Services.
a Upon the terms and subject to the conditions contained in this Agreement,
Consultant hereby agrees that he shall, during the term of this Agreement,
will undertake the performance of services as outlined in this Agreement.
b Upon the terms and subject to the conditions contained in this Agreement,
Consultant hereby agrees that he shall, during the term of this Agreement,
will support the Company in the following areas:
i. General business consulting
ii. Translation of Chinese/English documents
iii. Management of professional resources, i.e. legal and accounting
services
iv. Identification and evaluation of potential mergers and acquisitions
v. Assist in the creation of marketing plans vi. Coordination of public
disclosures
vii. Introduction to and assessment of potential sources of investment
capital
2. Term. The Agreement shall be for a term of thirty-six (36) months from the
date hereof. This Agreement may be extended for an additional twelve (12) months
by SUWN upon the mutual agreement of both SUWN and the Consultant.
3. Compensation. SUWN shall pay the following compensation to Consultant in
consideration for the services to be rendered hereunder:
a The Company shall issue to Consultant 1,240,000 shares as agreed in 2005,
plus 1.43 million shares, that were agreed, but were not issued for 2005
services, of Common Stock, $0.001 par value (the "Shares") under the
company's 2005 equity compensation plan.
b The Company shall issue consultant 1 million shares under the company's
2006 equity compensation plan.
4. Breach of Contract. The sole remedy of this contract in respect of any
material breach of this Agreement by Consultant shall be to terminate this
Agreement upon the giving of thirty (30) days' prior written notice, but no
such termination shall affect the fees payable pursuant to Paragraphs 3
hereof.
5. Indemnification. Consultant shall not be liable to the Company or to any
officer, director, employee, stockholders, or creditor of the Company, for any
act or omission in the course of or in connection with the provision of advice
or assistance hereunder. The Company agrees to and shall defend, indemnify and
hold China Direct Investments, Inc. harmless from and against any and all suits,
claims, demand, causes of action, judgment damages, expenses and liability
(including court costs and attorney's fees paid in the defense of China Direct
Investments, Inc.) which may in any way result from services provided by China
Direct Investments, Inc. pursuant to or in connection with this Agreement.
6. Termination. Either party may terminate this Agreement upon the giving of
thirty (30) days' prior written notice, but no such termination shall affect the
fees payable pursuant to Paragraphs 3 hereof.
7. Subcontractors. This Agreement shall be assignable by Consultant solely upon
the consent of Consultant. SUWN acknowledges that from time to time, Consultant
may enlist a subcontractor to perform some of the services provided to Customer.
In the event services to be performed as outlined in this Agreement are
subcontracted to a third party, the third party shall accept responsibility for
the performance of such activities. Consultant will cease to bear any
responsibility related to the performance of subcontracted services; however the
Consultant will act as liaison between the subcontractor and SUWN, to monitor
the performance of services to be provided by any third party.
8. Entire Agreement. This Agreement contains the entire agreement among the
parties with respect to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto.
9. Waivers and Amendments. This Agreement may be amended, modified, superseded,
cancelled, renewed or extended, and the terms and conditions hereof may be
waived, only by a written instrument signed by the parties or, in the case of a
waiver, by the party waiving compliance. No delay on the part of any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any party of any right, power or
privilege hereunder, nor any single or partial exercise of any right, power or
privilege hereunder, preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder. The rights and
remedies herein provided are cumulative and are not exclusive of any rights or
remedies which any party may otherwise have at law or in equity.
10. Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Florida applicable to agreements made and to be
performed entirely within such State.
11. Severability of Provisions. The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or other provision
of this Agreement shall in no way affect the validity or enforcement of any
other provision or any part thereof.
12. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed, shall constitute an original copy hereof, but
all of which together shall consider but one and the same document.
13. Other Activities. Nothing contained herein shall prevent Consultant from
acquiring or participating in a transaction of any kind with any other entity
proposed by Consultant to be acquired by SUWN. Such transaction may be acquired
at a price and upon terms and conditions more or less favorable than those
offered to SUWN.
14. Disclaimer. Consultant acknowledges that he has relied upon the information
provided by SUWN. Consultant has in entering into this Agreement, relied on the
warranties or representations made by SUWN, its officers, directors, agents,
legal counsel or accountants concerning SUWN and/or its stock as to matters
past, present or future.
15. Natural Disaster. In the event that any obligation of either party is
prevented or delayed by circumstances of natural disaster, such party will be
excused from any failure to perform any such obligation under this Agreement to
the extent that such failure is caused by any such circumstances.
16. Notices. All notices to be given hereunder shall be in writing, with fax
notices being an acceptable substitute for mail and/or and delivery to:
Consultant: Company:
Xxxxx Xxxx, PhD. Sunwin International Neutraceuticals, Inc.
CEO, Eastern Operations _____________________________________
China Direct Investments, Inc. _____________________________________
0000 X. Xxxxxxx Xxxxxxx, Xxxxx 000 _____________________________________
Xxxx Xxxxx, XX 00000 _____________________________________
000.000.0000 phone _____________________________________
000.000.0000 Fax _____________________________________
xxxxx@xxxx.xxx email
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
Sunwin International Neutraceuticals, Inc. China Direct Investments, Inc.
[Sign name] [Sign name]
Xxxxxxxx Xxx Xxxxx Xxxx
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[Print name] [Print name]
CEO CEO, Eastern Operations
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[Title] [Title]
[Date] [Date]
