Dated 14th day of February, 2005
Form of
Director and Chief Technology Officer Service Contract
between
Global Pharmatech, Inc.
and
Xxx Du
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This Contract was made between the following two parties on 14th February, 2005:
(1) Global Pharmatech, Inc., duly incorporated under the laws of the State of
Delaware ("Party A"); and
(2) Xxx Du, ("Party B").
Both parties have entered into the following agreement through friendly
negotiations on the principle of equality and mutual benefits in order to
confirm and regulate the relationship between Party A as the appointor and Party
B as the appointee in respect of the service.
Article 1 Appointment
1.1 Party A shall appoint Party B as director and chief technology officer of
Party A's board of directors in accordance with the terms of this Contract.
1.2 Party B agrees to be appointed as director and chief technology officer of
Party A's board of directors in accordance with the terms of this Contract.
Article 2 Duties
Party B's duties, powers and responsibilities as director and chief technology
officer of the Board of Party A shall be those which are customary for such
position, and furthermore specially, shall perform the duties of
2.1 Seeking and meeting investors on behalf of Party A.
2.2 Providing suggestions for Party A regarding Party A's listing on a
U.S Stock Exchange.
2.3 Actively seeking partners, including but not limited to, appointing
Advisory Committee members, subsequent directors, partners for Party
A's R & D and marketing activities in the U.S., partners for the
export of U.S. products into China.
2.4 Proceeding of the registration procedure of Party A's developments
to FDA.
2.5 Providing suggestions for Party A regarding their growth. 2.6
Everything that is to promote Party A's capital market value and the
long term growth of Party A.
In addition, Party B confirms that he owes a fiduciary and diligence obligation
to Party A and that he shall not engage in any activities in competition with
Party A's business or carry out any activities detrimental to the interests of
Party A.
Article 3 Remuneration
3.1 From the Effective Date, the remuneration to be received by Party B for the
performance of his services under this Contract as director of Party A shall be
US $4,000.00 per month, to be paid monthly. Party B should spend not more then
10 to 15 hours per week or 40 to 60 hours per month working for Party A during
the period of his appointment.
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3.2. Party B shall be granted the option to purchase Party A's stock of 50,000
shares under the terms of the applicable stock options plan then in effect, upon
the achievement of working goals as determined by the Board.
Article 4 Non-Competition
4.1 During the period of employment with Party A, Party B agrees not to engage
in any business that individually develop any of the products developed by Party
A including all products approved by the FDA, products marketed by Party A prior
to, during, or under development during the period of employment. Party B shall
be entitled to employment outside of Party A under the terms and provisions of
this clause including, but not limited to, similar companies so long as any
products developed by similar companies are not in direct competition with Party
A's products.
Article 5 Confidentiality Liability
5.1 Party B is aware that he will gain access to secret information possessed by
members of Party A's Group and/or kept in custody by members of Party A's Group
(hereinafter referred to as "Confidential Information") in the performance of
his duties hereunder, including but not limited to, documents, materials, data,
information, plans and insider information. Party B confirms that such
Confidential Information is solely owned by members of Party A's Group and/or is
kept in custody by members of Party A's Group.
5.2 Whether during the term of this Contract or within any time after the
termination of Party B's appointment as Party A's director, Party B warrants
that (except such Confidential Information may be disclosed to the public not in
violation of the confidentiality undertaking under this Contract):
(a) Party B shall not divulge or disclose the Confidential Information
to any third party in any way, with the exception of any
Confidential Information which Party B must disclose to the relevant
employees of members of Party A's Group and the professional
personnel employed by members of Party A's Group for the performance
of his obligations hereunder and any Confidential Information the
disclosure of which is authorized by the board of directors or is
ordered by a court of competent jurisdiction;
(b) Party B shall not make use of the Confidential Information in any
way for his own benefit or for the benefit of his friends and
relatives or any third party without Party A's permission; or
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(c) Party B shall take all necessary measures to prevent the
Confidential Information from spreading or disclosure to any third
party without Party A's permission.
5.3 Upon the expiration of this Contract or earlier termination of Party B's
appointment, Party B shall immediately, completely and effectively return to
Party A all the information relating to the business of members of Party A's
Group (including, but not limited to, Party A's documents, personal notes,
records, reports, handbooks, drawings, forms, computer diskettes and tapes)
within Party B's possession or under his control whether or not the same was
originally supplied to Party B by Party A.
Article 6 Termination of Appointment
6.1 When any one of the following events occurs to Party B, the appointment
relationship between Party A and Party B herein shall be immediately and
automatically terminated (unless otherwise decided by the board of directors):
(a) Party B is prohibited by any laws, regulations, rules, practice
directions or practice rules from taking up the position hereunder
or Party B loses the qualifications required by the position
hereunder;
(b) if due to health reasons, Party B is unable to fully perform his
duties hereunder for three months;
(c) Party B commits any serious breach and/or repeated and/or continual
breach of any of Party B's obligations hereunder;
(d) Party B is guilty of any serious misconduct or serious neglect in
the discharge of Party B's duties hereunder;
(e) Party B's actions or omissions bring the name or reputation of Party
A or any member of Party A's Group into serious disrepute or
prejudices the business interests of Party A or other members of
Party A's Group;
(f) Party B is or has become of unsound mind or shall be or become a
patient for the purpose of any laws relating to mental health;
(g) Party B is sued for criminal liability or convicted of any criminal
offence other than an offence which in the reasonable opinion of the
board of directors of Party A does not affect Party B's position as
appointed herein (bearing in mind the nature of the duties in which
Party B is appointed and the capacities in which Party B is
appointed);
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(h) Party B is removed from the office of the position by the board of
directors of Party A.
(i) Party B leaves the service according to the articles of association
of Party A; or
(j) Party B fails to attend the board of directors' meeting of Party A
in person consecutively for three times.
6.2 In addition to the aforesaid provisions of Article 6.1, Party A may also
discharge the appointment relationship between Party A and Party B by giving
notice in writing to Party B when any one of the following events occurs:
(a) Party B is unable to substantially perform his duties hereunder due
to health reasons, within any twelve-month period for a cumulative
total of two hundred and sixty-five working days. Then, Party A may
at any time discharge Party B from the post by giving Party B a
fourteen-day written notice of discharge.
(b) Party B is in breach of his obligations or the provisions of this
Contract and does not repent after warning has been given by Party
A.
(c) Damage or loss has been caused to Party A due to Party B's wilful or
material default in the performance of his duties hereunder.
Anydelay by Party A in exercising such right of termination shall not
constitute a waiver thereof.
Party B reserves the right to terminate this agreement with one-month
notice for good cause arising from impossibility of performance and/or conflict
of interest. Party A and Party B consent to mediation of any issues under this
clause for any matters of disagreement not otherwise contained herein with
respect to employment disputes.
6.3 If the appointment relationship between both parties herein is terminated
due to the occurrence of any of the events referred to in Article 6.1 or 6.2
above, such termination shall not affect Party A's rights herein against Party B
and the provisions of Articles 4 and 5 hereof shall still be applicable.
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6.4 Party B shall not, during the continuance of his appointment or within a
period of one year after the termination thereof, either on his own behalf or on
behalf of any other person, entice away from any member of Party A's Group any
employee, worker, manager or director of any member of Party A's Group, whether
or not such person would commit any breach of his contract of appointment with
any member of Party A's Group by reason of his leaving service.
6.5 Party B shall reserve the right to claim attorney fees arising from any
breach of the agreement by Party A.
Article 7 Effectiveness of the Contract
This Contract shall become effective after signing by both parties.
Article 8 Additional Clauses
8.1 The heading of each Article hereof is inserted for the purpose of
convenience only and shall not prejudice the meaning or construction of the
provisions hereof.
8.2 This Contract shall have two copies. Party A and Party B shall each hold one
copy which shall have the same effect.
In view of the above, Party A and Party B have signed this Contract.
Party A:
For and on behalf of
Global Pharmatech, Inc
/s/ Xiaobo Sun
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Name: Xiaobo Sun
Title: CEO and President
Party B: Xxx Du
/s/ Xxx Du
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