CONSULTING AGREEMENT
This
CONSULTING AGREEMENT (the "Agreement"), is effective as January 1, 2008,
between: Xx. Xxxxxx Xxxxxxxxx at Equity Communications (the “Consultant”), with
an office at 000 Xxxxx Xxx. #0000 Xxx Xxxx, XX 00000 and KIWA Bio-Tech Products
Group Corporation, ("Company"), with offices at 000 X. Xxxxxxxx Xxxx., #000
Xxxxxxxxx XX 00000
WITNESSETH
WHEREAS,
the Company requires and will continue to require consulting services relating
to management advisement, strategic planning and marketing in connection with
its business, together with advisory and consulting related to shareholder
management and public relations;
WHEREAS,
Consultant is qualified to provide the Company with the aforementioned
consulting services and is desirous to perform such services for the Company;
WHEREAS,
the Company wishes to induce Consultant to provide these consulting services
to
the Company and wishes to contract with the Consultant regarding the same
believing it to be in its best interest,
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter stated, it
is
agreed as follows:
1. APPOINTMENT.
The
Company hereby engages Consultant and Consultant agrees to render services
to
the Company as a consultant upon the terms and conditions hereinafter set forth.
2. TERM.
The
term
of this Consulting Agreement began as of the date of this Agreement, and shall
terminate on June 30, 2008, unless earlier terminated in accordance with
paragraph 9 herein or extended as agreed to between the parties.
3. SERVICES.
During
the term of this Agreement, Consultant shall provide advice to undertake for
and
consult with the Company concerning management, marketing, consulting, strategic
planning, corporate organization and structure, financial matters in connection
with the operation of the businesses of the Company, expansion of services,
acquisitions and business opportunities, and shall review and advise the Company
regarding its overall progress, needs and condition. The services of Consultant
shall not be exclusive nor shall Consultant be required to render any specific
number of hours or assign specific personnel to the Company or its projects.
The
parties hereto acknowledge and agree that Consultant cannot guarantee the
results or effectiveness of any of the services rendered or to be rendered
by
Consultant. Rather, Consultant shall conduct its operations and provide its
services in a professional manner and in accordance with good industry practice.
Consultant
agrees to provide on a timely basis the following enumerated services plus
any
additional services contemplated thereby:
(a)
The
implementation of short-range and long-term strategic planning to fully develop
and enhance the Company's assets, general resources, products and services;
and
(b)
Advise the Company relative to its operational needs, relating specifically
to
past and future corporate transactional and mergers and acquisitions matters.
(c)
Advise the Company in relation to shareholder management and public relations.
Consultant
shall be available for advice and counsel to the officers and directors of
the
Company at such reasonable and convenient times and places as may be mutually
agreed upon. Except as foresaid, the time, place and manner of performance
of
the services hereunder, including the amount of time to be allocated by
Consultant to any specific service, shall be determined at the sole discretion
of Consultant.
4. DUTIES
OF THE COMPANY.
The
Company shall provide Consultant, on a regular and timely basis, with all
approved data and information about it, its subsidiaries, its management, its
products and services and its operations as shall be reasonably requested by
Consultant, and shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant to this
paragraph. The Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all federal and state
securities agencies; with full and complete copies of all stockholder reports;
with all data and information supplied by any financial analyst, and with all
brochures or other sales materials relating to its products or services.
5. COMPENSATION.
Upon
execution of this Agreement and in settlement for its services hereunder, the
Consultant shall receive $1,000 per month and 140,000 Company’s common stocks.
The Company further agrees to execute a written request to its transfer agent
to
prepare and deliver, per Consultant’s instructions, one stock certificate to Xx.
Xxxxxx Xxxxxxxxx for the Company’s shares of common stock.
6. REPRESENTATION
AND INDEMNIFICATION.
The
Company shall be deemed to have been made a continuing representation of the
accuracy of any and all facts, material information and data which it supplies
to Consultant and acknowledges its awareness that Consultant will rely on such
continuing representation in disseminating such information and otherwise
performing its advisory functions. Consultant in the absence of notice in
writing from the Company, will rely on the continuing accuracy of material,
information and data supplied by the Company. The Company agrees to indemnify,
hold harmless and defend Consultant, its agents or employees from any proceeding
or suit which arises out of or is due to the inaccuracy or incompleteness of
any
material or information supplied by the Company to Consultant. Consultant
represents that he has knowledge of and is experienced in providing the
aforementioned services.
7. COMPLIANCE
WITH SECURITIES LAWS.
The
Company understands that any and all compensation outlined in Section 5 shall
be
paid solely and exclusively as consideration for the aforementioned consulting
efforts made by Consultant on behalf of the Company as an independent
contractor. Consultant is a natural person. Any monies transferred to Company
by
Consultant herein is not made with the intent to raise capital or to provide
the
Company with capital. Consultant has been engaged to provide the Company with
traditional business, management, technical and operational consulting, and
related business services. Consultant’s engagement does not involve the
promotion or marketing of the Company’s securities (including it's common
stock), nor does it involve raising money for the Company.
8. CONFIDENTIALITY
Consultant
will not disclose, without the consent of the Company, any financial or business
information concerning the business, affairs and plans of the Company which
Consultant may receive from the Company, provided such information is plainly
marked in writing by the Company as being confidential (the Confidential
Information). Consultant will not be bound by the foregoing limitation in the
event (i) the Confidential Information is otherwise disseminated and becomes
public information, or (ii) Consultant is required to disclose the Confidential
Information pursuant to a subpoena or other judicial order.
9. MISCELLANEOUS.
Termination:
This
Agreement may be terminated by either Party upon written notice to the other
Party for any reason which shall be effective five (5) business days from the
date of such notice. This Agreement shall be terminated immediately upon written
notice for material breach of this Agreement. Upon termination, and fees or
expenses due to Consultant shall become immediately payable.
Modification:
This
Consulting Agreement sets forth the entire understanding of the Parties with
respect to the subject matter hereof. This Consulting Agreement may be amended
only in writing signed by both Parties.
Notices:
Any
notice required or permitted to be given hereunder shall be in writing and
shall
be mailed or otherwise delivered in person or by facsimile transmission at
the
address of such Party set forth above or to such other address or facsimile
telephone number as the Party shall have furnished in writing to the other
Party.
Waiver:
Any
waiver by either Party of a breach of any provision of this Consulting Agreement
shall not operate as or be construed to be a waiver of any other breach of
that
provision or of any breach of any other provision of this Consulting Agreement.
The failure of a Party to insist upon strict adherence to any term of this
Consulting Agreement on one or more occasions will not be considered a waiver
or
deprive that Party of the right thereafter to insist upon adherence to that
term
of any other term of this Consulting Agreement.
Assignment:
The
Agreement is not assignable by either party unless agreed in writing.
Severability:
If any
provision of this Consulting Agreement is invalid, illegal, or unenforceable,
the balance of this Consulting Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.
Disagreements:
Any
dispute or other disagreement arising from or out of this Consulting Agreement
shall be submitted to arbitration under the rules of the American Arbitration
Association and the decision f the arbiter(s) shall be enforceable in any court
having jurisdiction thereof. Arbitration shall occur only in San Diego County,
CA. The interpretation and the enforcement of this Agreement shall be governed
by California Law as applied to residents of the State of California relating
to
contracts executed in and to be performed solely within the State of California.
In the event any dispute is arbitrated, the prevailing Party (as determined
by
the arbiter(s)) shall be entitled to recover that Party's reasonable attorney's
fees incurred (as determined by the arbiter(s)).
IN
WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties
as
of the date first above written.
For
and
on behalf of: Kiwa Bio-Tech Products Group Corporation Equity
Communications
| Xxx Xx | Xxxxxx Xxxxxxxxx | ||
| President/CEO | January 10, 2008 |
