CONSULTING AGREEMENT
THIS
CONSULTING AGREEMENT
(this
“Agreement”)
is
made and entered into as of June 8, 2006 (the “Effective
Date”),
by
and between China Industrial Waste Management, Inc., a Nevada corporation
(“CIW”), having an office at 1 Shuang Qiang Road, Jinzhou, Dalian, People’x
Xxxxxxxx xx Xxxxx 000000 and
Xx.
Xxx Xxxx Xxxxx, an individual with offices at Ying Fuk Court, Room 3402, Xxxx
Xxx Sin, KLN Hong Kong ("Consultant")
and
Xx. Xxx Xxxxx Xxxx Xxxxxx , an individual with offices at Xxxxxx Xxxx Xxxxxxxxxx
Xxxxxxxx, Xxxx 0000, 00X, 23-39 Pak Tin Par Street, Tsuen Wan, N.T. Hong Kong
("Consultant").
WHEREAS,
CIW desires to engage the Consultants (Consultant), and Consultant agrees to
be
engaged, to provide certain services to CIW as described herein;
NOW,
THEREFORE, in consideration of the promises and mutual agreements herein,
Consultant and CIW agree to the following terms and conditions:
| 1. |
Consultant's
Engagement
|
| 1.1. |
CIW
hereby engages Consultant, and Consultant agrees to be engaged, on
the
terms and conditions set forth in this Agreement to perform consulting
and
advisory services to CIW pertaining to: creating a business plan
with long
term and short term objectives, assisting management with the
implementation of business goals and objectives, analyzing the Company’s
business and revenue models, providing general research information
regarding growth in the waste management and recycling field, identifying
potential acquisition targets, assisting with due diligence information
related current and future projects, advising management with regards
to
government contracts and projects, assisting with the preparation
of
permits and government approvals, and assisting management with business
related issues that may arise from time to time during the term of
this
Agreement (the “Services”).
|
| 1.2. |
Consultant
shall undertake and accomplish the Services in accordance with standards
acceptable to CIW.
|
| 2. |
Independent
Contractor Status
|
| 2.1. |
Consultant
shall be an independent contractor and Consultant acknowledges and
confirms to CIW his status as an independent contractor. Nothing
herein
shall be deemed or construed to create a joint venture, partnership,
agency or employee/employer relationship between the parties for
any
purpose, including but not limited to taxes or employee benefits.
Consultant understands and agrees that during his assignment to CIW,
Consultant will be solely responsible for: (i) complying with all
federal,
state and local laws, ordinances, regulations and orders with respect
to
the performance of Services, (ii) paying all filing fees and federal,
state and local taxes (including income tax, self-employment tax,
FICA,
FUTA and other taxes applicable to his services to CIW under this
Agreement, (iii) paying all amounts required under local, state and
federal workers’ compensation acts, disability benefit acts, unemployment
insurance acts and other employee benefits acts when
due.
|
| 3. |
No
Power to Act on Behalf of
CIW
|
| 3.1. |
Consultant
shall not have any right, power or authority to create any obligation,
express or implied, or make representation on behalf of CIW, and
Consultant shall not hold himself out to the public or to any CIW
customer, vendor or other party as having any right, power or authority
to
create any obligation, express or implied, or to make representations
on
behalf of CIW, except as Consultant may be expressly authorized in
advance
in writing from time to time by CIW and then only to the extent of
such
authorization.
|
| 4. |
Fees
and Expenses
|
| 4.1. |
In
consideration of the Services to be provided by Consultant, CIW shall
pay
to Consultant the sum of 50,000 shares of common stock to Xx. Xxxxx
and
30,000 shares of common stock to Xx. Xxxxxx. Payment shall be made
within
thirty days of signing this agreement.
|
| 4.2. |
CIW
shall reimburse Consultant for all actual, authorized, out-of-pocket
costs
or expenses incurred by Consultant in connection with Consultant's
Services within thirty (30) days of CIW’s receipt of appropriate
documentation.
|
| 5. |
Consultant’s
Covenants
|
| 5.1. |
Consultant
covenants to CIW as follows:
|
| 5.1.1. |
Consultant
will comply at all times with all applicable laws and regulations
of any
jurisdiction in which Consultant
acts;
|
| 5.1.2. |
Consultant
will comply with all applicable CIW policies and standards and shall
carry
out the Services in a manner consistent with the ethical and professional
standards of CIW;
|
| 5.1.3. |
Consultant
will comply at all times with all security provisions in effect from
time
to time at CIW’s premises, with respect to access to premises, and all
materials belonging to CIW. Consultant agrees that if Services are
to be
performed on the premises or facilities of CIW, then Consultant shall
be
allowed access only during the period established by the occupant
of such
premises or facilities as the normal work hours of its employees
at such
premises or facilities; and
|
| 5.1.4. |
Consultant
shall not use CIW’s name, trademarks, logos, or other corporate
identifications in any promotional materials or other communications
with
third parties without CIW’s prior written consent in each
instance.
|
| 6. |
Confidential
Information
|
| 6.1. |
During
the course of carrying out the Services, Consultant may have access
to
information that relates to CIW’s past, present, or future research,
development, or business activities and any proprietary products,
materials, services, or technical knowledge that is regarded and
treated
as confidential by CIW (collectively, the “Confidential
Information”).
In connection therewith, the following subsections shall apply:
|
| 6.1.1. |
The
Confidential Information may be used by Consultant only to assist
Consultant’s performance of the
Services;
|
| 6.1.2. |
Consultant
will protect the confidentiality of the Confidential Information
according
to standards that are at least as high as those employed by CIW.
Access to
the Confidential Information shall be restricted to Consultant, and
Consultant shall not disclose Confidential Information to any third
party;
|
| 6.1.3. |
The
Confidential Information may not be copied or reproduced without
CIW’s
prior written consent;
|
| 6.1.4. |
Unless
otherwise expressly authorized in writing by CIW, all Confidential
Information made available to Consultant, including copies thereof,
shall
be returned to CIW upon the first to occur of (i) termination of
this
Agreement or (ii) request by CIW;
|
| 6.1.5. |
Nothing
in this Agreement shall prohibit or limit Consultant’s use of information
(including, but not limited to, ideas, concepts, know-how, techniques,
and
methodology) (i) previously known to him, (ii) independently developed
by
him, (iii) acquired by him from a third party which is not, to
Consultant’s knowledge, under an obligation to CIW not to disclose such
information, or (iv) which is or becomes publicly available through
no
breach by Consultant of this Agreement;
|
| 6.1.6. |
Nothing
in the Agreement shall be construed to grant to Consultant any rights
or
licenses to use the Confidential
Information;
|
| 6.1.7. |
The
obligations in this Section 6 shall not restrict any disclosure pursuant
to any applicable law or by order of any court or government agency;
provided that (i) Consultant shall give prompt notice (and in any
event
prior to any disclosure) to CIW of such order, (ii) Consultant shall
cooperate with CIW at CIW’s expense in resisting such disclosure or
seeking suitable protections prior to such disclosure and (iii) Consultant
shall disclose only such Confidential Information as Consultant is
compelled to disclose; and
|
| 6.1.8. |
Notwithstanding
anything to the contrary contained in this Agreement, the terms and
conditions of this Section 6 shall survive for a period of ten (10)
years
after the termination or expiration of this Agreement or such longer
period as necessary to maintain the trade secret status of any
Confidential Information.
|
| 7. |
Term
|
| 7.1. |
This
Agreement shall commence on the Effective Date and shall continue
in full
force and effect for a period of five years or until the Agreement
is
terminated in accordance with the provisions of this Agreement.
|
| 8. |
Termination
|
| 8.1. |
Either
party may terminate this Agreement prior to the Termination Date
for cause
(“Cause”).
Cause for termination exists if a party commits a material breach
of this
Agreement which remains uncured after thirty (30) days’ written notice
thereof. Termination shall be effective at close of business on the
last
date of the cure period.
|
| 8.2. |
Upon
termination of this Agreement, Consultant will cease all performance
of
the Services and all activities on behalf of CIW and shall promptly
deliver to CIW, without cost to CIW and retaining no copies thereof
or
means of access thereto, all Confidential Information in Consultant’s
possession or control, including without limitation Confidential
Information developed by Consultant under this
Agreement.
|
| 9. |
Entire
Agreement
|
| 9.1. |
This
Agreement sets forth the entire intent and understanding of the parties
hereto on the subject matter hereof and supersedes any other agreements
or
understandings. It may be amended only by a writing duly signed by
both of
the parties hereto.
|
| 10. |
Notices
|
| 10.1. |
Any
notice or other communication given pursuant to this Agreement shall
be in
writing and shall be effective either when delivered personally to
the
party for whom intended, or five (5) days following deposit of the
same
into the United States mail (certified mail, return receipt requested,
or
first class postage prepaid), addressed to such party at the address
set
forth on the initial page of this Agreement. Either party may designate
a
different address by notice to the other given in accordance with
this
provision.
|
| 11. |
Nonassignability
|
| 11.1. |
This
Agreement is not assignable by Consultant without the prior written
consent of CIW.
|
| 12. |
Governing
Law
|
| 12.1. |
Each
intending to be bound to the other,
CIW and
Consultant have caused this Agreement to be executed.
Agreed
and accepted:
China
industrial waste management, INC.
By
Xxxxxx
Xxxx
Signature
President,
CEO
_____________________________________
Title
6/8/2006
__________________________________________
Date
CONSULTANT
By
Xxx
Xxxx
Xxxxx
Signature
6/8/2006
__________________________________________
Date
CONSULTANT
By
Chi
Xxxxx
Xxxxxx
Signature
6/8/2006
__________________________________________
Date
