CONSULTANCY SERVICE ENGAGEMENT CONTRACT
Exhibit
10.2
THIS
AGREEMENT
is made
on October
6, 2006
BETWEEN
| 1. |
Red
Reef Laboratories International, Inc, a Florida corporation ("Red
Reef"),
having its principal place of business at 000
Xxxxxxx Xx. #000, Xxxxxxxxx Xxxxx, XX 00000.
(the “Client”
or
the “Company”);
and
|
| 2. |
Xxxxxxxx
Xxxx, a citizen of the People's Republic of China, having his primary
address at 3/F Goldlion Digital Network Center, 000 Xxxx Xxxx Xxxx,
Xxxxxx, Xxxxxxxxx, Xxxxx (“Consultant”)
|
RECITAL
The
Client desires to retain the Consultant and the Consultant desires to provide
to
the Client consultancy service to advice on locating new business opportunities
for the Client inside the People's Republic of China ("PRC") on the terms and
conditions set out below:
NOW
IT IS AGREED AS follows
| 1. |
INTERPRETATION
|
| 1.1 |
In
this Agreement:
|
“Commencement
Date” October
6, 2006
“Confidential
Information” all
information of that party or any of its Group Companies which is confidential
(regardless of its form and whether the other party becomes aware of it before
or after the commencement of this agreement) and includes any such incidental
information generated by any technology operated by that party
“month” Calendar
month
“Payments”the
sums
payable to the Consultant under clauses 3
“PRC”
the
People’s Republic of China which for the purpose of this Agreement excluding
Hong Kong, Taiwan and Macau
“Service”
the
activities provided by the Consultant to the Client in accordance with the
clause 2
“Term”
the
period from the Commencement Date until the expiry or termination of this
Agreement
“working
days” Monday
to
Friday
“year”
Calendar
year
1
| 1.2 |
References
to clauses and sub-clauses in this Agreement are references respectively
to clauses and sub-clauses of this
Agreement.
|
| 1.3 |
Words
in this Agreement denoting a singular number include the plural and
vice
versa; words denoting one gender include both genders and the neuter
and
words denoting a person include a corporation, corporation sole,
sole
proprietorship, firm, joint venture or syndicate, in each case vice
versa.
|
| 1.4 |
Headings
in this Agreement are for ease of reference only and do not form
part of
this Agreement.
|
| 2. |
TERM
AND TERMINATION
|
| 2.1 |
The
Client hereby retains the Consultant, and the Consultant hereby agrees,
to
perform consulting services of the Consultant as required for locating
new
business opportunities for the Client
inside the PRC of the client. For the purpose of this clause, the
Consultant shall endeavor to:
|
2.1.1
Identify and develop the potential manufacturers for the Client inside the
PRC
2.1.2
Perform such other services as the Client and the Consultant shall mutually
agree to in writing
2.2
The
Term
of this Agreement will be a period of Ten
(10) months
from the
Commencement Date.
| 3. |
COMPENSATION
|
| 3.1 |
Notwithstanding
any prices listed in any literature or on Web pages, the Client covenants
to issue an aggregate payment of five million (5,000,000) restricted
shares of the Client (trading symbol XXXX.XX) to the Consultant or
its
designee(s) upon Signing of this
Agreement.
|
| 4. |
INDEPENDENT
CONTRACTOR
|
| 4.1 |
Consultant
acknowledges that the Service rendered by Consultant under this Agreement
shall be solely as an independent contractor. Consultant shall not
enter
into any contract or commitment on behalf of Client, and is not entitled
to any employment rights or benefits relating to Client. It is expressly
understood that this undertaking is not a joint venture.
|
| 5. |
CONFIDENTIALITY
|
| 5.1 |
The
Consultant recognizes and acknowledges that this Agreement creates
a
confidential relationship between the Consultant and the Client,
and that
any information concerning the Client’s business, customers, vendors,
finances, properties, methods of operation, computer programs, and
documentation, and other such incidental information, whether written,
oral, or otherwise, is confidential in nature. All such information
concerning the Client is hereinafter collectively referred to as
“Confidential
Information.”
|
| 5.2 |
The
Consultant agrees that, except as directly by the Client, it will
not at
any time during or after the term of this Agreement discloses any
Confidential Information to any person whatsoever. The Consultant
further
agrees to cause its employees and subcontractors to observe this
Clause.
|
| 6. |
GRANT
|
| 6.1 |
The
Consultant agrees that any information that shall be provided by
the
Consultant to the Client in the performance of Service of this Agreement
shall remain the exclusive property of Client, and that it will not
sell,
transfer, publish, disclose or otherwise make the information available
to
third parties without Client’s prior written consent. Any rights granted
by others to the Consultant under this Agreement shall not affect the
Client’s exclusive ownership of the information.
|
| 7. |
ENTIRE
AGREEMENT
|
| 7.1 |
This
Agreement contains the entire understanding of the parties and may
not be
amended without the specific written consent of both parties.
|
2
| 8. |
SERVICE
OF NOTICE
|
| 8.1 |
Any
notice, claim, demand, or other communication under this Agreement
(collectively “Communication”
in
this clause 8) shall be in English language and may be served or
given
personally or sent to the last known address, telex or facsimile
numbers
(if any) of each party at the signing of this Agreement, unless and
until
a different address, telex or facsimile numbers has been designated
by a
written notice effective brought to the notice of the other party.
|
| 8.2 |
A
Communication served in accordance with clause 8.1 shall be deemed
sufficiently served and in proving service and/or receipt of a
Communication it shall be sufficient to prove that such Communication
was
properly addressed and posted or dispatched to the addressee’s address or
that the Communication was properly transmitted by telex, facsimile
or
cable to the addressee. In the case of Communication by telex, such
Communication shall be deemed properly transmitted upon the receipt
by the
machine sending the telex the telex answerback of the addressee;
and in
the case of facsimile transmission, such transmission shall be deemed
properly transmitted on receipt of a satisfactory report of transmission
printed out by the sending machine.
|
| 8.3 |
Nothing
in this clause 8 shall preclude the service of Communication or the
proof
of such service by any mode permitted by law.
|
| 9. |
PROPER
LAW AND DISPUTE
RESOLUTION
|
| 9.1 |
This
Agreement shall be construed, enforced and interpreted in accordance
with
and governed by the laws of Hong Kong. Any dispute or controversy
arising
out of or in respect of this Agreement shall be referred to and determined
by arbitration in Hong Kong International Arbitration Center. The
right to
make an application to any courts for trial, and that of appeal are
hereby
excluded.
|
3
IN
WITNESS WHEREOF, the
Client and the Consultant have duly executed this Agreement as of the day and
year first above written.
SIGNED
by
the Client
/s/
Red Reef Laboratories International, Inc.
for
and
on behalf of the Client
in
the
presence of :
SIGNED
by
the Consultant
/s/
Xxxxxxxx Xxxx
in
the
presence of :
4
THIS
AGREEMENT
is made
on October
6, 2006
BETWEEN
| 1. |
Red
Reef Laboratories International, Inc, a Florida corporation ("Red
Reef"),
having its principal place of business at 000
Xxxxxxx Xx. #000, Xxxxxxxxx Xxxxx, XX 00000.
(the “Client”
or
the “Company”);
and
|
| 2. |
Ruishao
Zhang, a citizen of the People's Republic of China, having his primary
address at 00-0 Xxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxx (“Consultant”)
|
RECITAL
The
Client desires to retain the Consultant and the Consultant desires to provide
to
the Client consultancy service to advice on locating new business opportunities
for the Client inside the People's Republic of China ("PRC") on the terms and
conditions set out below:
NOW
IT IS AGREED AS follows
| 1. |
INTERPRETATION
|
| 1.1 |
In
this Agreement:
|
“Commencement
Date”
October
6, 2006
“Confidential
Information” all
information of that party or any of its Group Companies which is confidential
(regardless of its form and whether the other party becomes aware of it before
or after the commencement of this agreement) and includes any such incidental
information generated by any technology operated by that party
“month” Calendar
month
“Payments” the
sums
payable to the Consultant under clauses 3
“PRC” the
People’s Republic of China which for the purpose of this Agreement excluding
Hong Kong, Taiwan and Macau
“Service” the
activities provided by the Consultant to the Client in accordance with the
clause 2
“Term” the
period from the Commencement Date until the expiry or termination of this
Agreement
“working
days” Monday
to
Friday
“year” Calendar
year
| 1.2 |
References
to clauses and sub-clauses in this Agreement are references respectively
to clauses and sub-clauses of this
Agreement.
|
| 1.3 |
Words
in this Agreement denoting a singular number include the plural and
vice
versa; words denoting one gender include both genders and the neuter
and
words denoting a person include a corporation, corporation sole,
sole
proprietorship, firm, joint venture or syndicate, in each case
vice
versa.
|
| 1.4 |
Headings
in this Agreement are for ease of reference only and do not form
part of
this Agreement.
|
5
| 2. |
TERM
AND TERMINATION
|
| 2.1 |
The
Client hereby retains the Consultant, and the Consultant hereby agrees,
to
perform consulting services of the Consultant as required for locating
new
business opportunities for the Client
inside the PRC of the client. For the purpose of this clause, the
Consultant shall endeavor to:
|
2.1.1
Identify and develop the potential manufacturers for the Client inside the
PRC
2.1.2
Perform such other services as the Client and the Consultant shall mutually
agree to in writing
2.2
The
Term
of this Agreement will be a period of Ten
(10) months
from the
Commencement Date.
| 3. |
COMPENSATION
|
| 3.1 |
Notwithstanding
any prices listed in any literature or on Web pages, the Client covenants
to issue an aggregate payment of five million (5,000,000) restricted
shares of the Client (trading symbol XXXX.XX) to the Consultant or
its
designee(s) upon Signing of this
Agreement.
|
| 4. |
INDEPENDENT
CONTRACTOR
|
| 4.1 |
Consultant
acknowledges that the Service rendered by Consultant under this Agreement
shall be solely as an independent contractor. Consultant shall not
enter
into any contract or commitment on behalf of Client, and is not entitled
to any employment rights or benefits relating to Client. It is expressly
understood that this undertaking is not a joint venture.
|
| 5. |
CONFIDENTIALITY
|
| 5.1 |
The
Consultant recognizes and acknowledges that this Agreement creates
a
confidential relationship between the Consultant and the Client,
and that
any information concerning the Client’s business, customers, vendors,
finances, properties, methods of operation, computer programs, and
documentation, and other such incidental information, whether written,
oral, or otherwise, is confidential in nature. All such information
concerning the Client is hereinafter collectively referred to as
“Confidential
Information.”
|
| 5.2 |
The
Consultant agrees that, except as directly by the Client, it will
not at
any time during or after the term of this Agreement discloses any
Confidential Information to any person whatsoever. The Consultant
further
agrees to cause its employees and subcontractors to observe this
Clause.
|
| 6. |
GRANT
|
| 6.1 |
The
Consultant agrees that any information that shall be provided by
the
Consultant to the Client in the performance of Service of this Agreement
shall remain the exclusive property of Client, and that it will not
sell,
transfer, publish, disclose or otherwise make the information available
to
third parties without Client’s prior written consent. Any rights granted
by others to the Consultant under this Agreement shall not affect
the
Client’s exclusive ownership of the information.
|
| 7. |
ENTIRE
AGREEMENT
|
| 7.1 |
This
Agreement contains the entire understanding of the parties and may
not be
amended without the specific written consent of both parties.
|
| 8. |
SERVICE
OF NOTICE
|
| 8.1 |
Any
notice, claim, demand, or other communication under this Agreement
(collectively “Communication”
in
this clause 8) shall be in English language and may be served or
given
personally or sent to the last known address, telex or facsimile
numbers
(if any) of each party at the signing of this Agreement, unless and
until
a different address, telex or facsimile numbers has been designated
by a
written notice effective brought to the notice of the other party.
|
| 8.2 |
A
Communication served in accordance with clause 8.1 shall be deemed
sufficiently served and in proving service and/or receipt of a
Communication it shall be sufficient to prove that such Communication
was
properly addressed and posted or dispatched to the addressee’s address or
that the Communication was properly transmitted by telex, facsimile
or
cable to the addressee. In the case of Communication by telex, such
Communication shall be deemed properly transmitted upon the receipt
by the
machine sending the telex the telex answerback of the addressee;
and in
the case of facsimile transmission, such transmission shall be deemed
properly transmitted on receipt of a satisfactory report of transmission
printed out by the sending machine.
|
| 8.3 |
Nothing
in this clause 8 shall preclude the service of Communication or the
proof
of such service by any mode permitted by law.
|
| 9. |
PROPER
LAW AND DISPUTE
RESOLUTION
|
| 9.1 |
This
Agreement shall be construed, enforced and interpreted in accordance
with
and governed by the laws of Hong Kong. Any dispute or controversy
arising
out of or in respect of this Agreement shall be referred to and determined
by arbitration in Hong Kong International Arbitration Center. The
right to
make an application to any courts for trial, and that of appeal are
hereby
excluded.
|
6
IN
WITNESS WHEREOF, the
Client and the Consultant have duly executed this Agreement as of the day and
year first above written.
SIGNED
by
the Client
/s/
Red Reef Laboratories International, Inc
for
and
on behalf of the Client
in
the
presence of :
SIGNED
by
the Consultant
/s/
Ruishao Zhang
in
the
presence of :
7
