GC CHINA TURBINE CORP. MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT (the “Agreement”), dated as of November 8, 2010 (the “Effective Date”), in entered into by and between GC CHINA TURBINE CORP., a Nevada corporation located at No. 86, Nanhu Avenue,
East Lake Development Zone, Wuhan, Hubei Province 430223, People’s Republic of
China (the “Company”), and XXXX XX (the “Consultant”).
WHEREAS, Consultant has substantial expertise that may be
useful to the Company, which the Company desires to obtain;
and
WHEREAS, the Company desires to retain Consultant to provide
certain consulting services to the Company and Consultant is agreeable to
performing such services for the Company pursuant to the terms set forth
herein.
NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
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1.
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SERVICES
AND COMPENSATION
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(a) Services. Consultant shall serve as the Company’s Chief Financial
Officer and shall perform the customary duties and responsibilities implied by
such position including, without limitation, such duties and responsibilities
set forth in Exhibit A attached hereto, subject to the power and authority of
the Board to overrule actions of officers of the Company (collectively, the
“Services”). In such capacity, Consultant shall report
directly to the Board of Directors of the Company (the “Board”) and the Chief Executive Officer. It is
expected that Consultant shall devote such time and business efforts as is
customary, reasonable and incident to the position of Chief Financial Officer of
a business such as the Company, including without limitation, performance of the
Services.
(b) Monthly
Retainer. The Company shall pay
Consultant a fee of eight thousand three hundred and thirty three dollars
($8,333) per month payable on the Company’s monthly payroll
date. Such fees shall be earned when paid and are
non-refundable.
(c) Additional
Compensation. For each hour over
eighty (80) hours per thirty days (“Maximum Hours”) worked by Consultant on location at the Company’s
offices in Wuhan, People’s Republic of China (“Onsite Excess Hours”), the Company will pay the Consultant as follows upon
completion of such onsite Services: (i) $100 per hour for the first month, (ii)
$75 per hour for the second month and (iii) $50 per hour for the third month.
Any partial periods shall be prorated accordingly. Additionally, at the end of
each six-month period after the Effective Date (the “Semi Annual Bonus
Evaluation”), the Company and the
Consultant shall determine in good faith the aggregate number of hours worked by
Consultant in the preceding six (6) month period in excess of four hundred
eighty (480) hours, less any Onsite Excess Hours. Consultant shall be required
to keep reasonably detailed record of hours worked. All such
calculated excess hours worked shall entitle Consultant to a bonus payment of
$100 per hour, such payment to be made to the Consultant as soon as practicable
after the Semi-Annual Bonus Evaluation.
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(d) Transaction
Bonus. In the event that a
transaction for which Consultant is primarily responsible (such determination of
primary responsibility being made in good faith by the Board) results in (i) the
closing of a financing via an equity offering or a debt issuance, (ii) a
successful merger or acquisition for the benefit of the Company and its
shareholders, or (iii) a business expansion by the Company outside of China, the
Company shall pay Consultant a bonus payment in the amount of fifty thousand
dollars ($50,000).
(e) Non-Qualified Stock
Options. Company
management is obligated to present an equity incentive plan (which includes
non-qualified options) to the Board for approval no later than one hundred
twenty (120) days from the Effective Date. Consultant, shall be granted a
non-qualified stock option (“Option”) to purchase a certain
number of shares of common stock of the Company (the “Option Shares”) within one
hundred twenty days (120) days of the Effective Date at an exercise price equal
to the average closing price of the Company’s common stock, as quoted on the
over-the-counter Bulletin Board, during the five consecutive trading day-period
immediately prior to the date of grant. The number of Option Shares
shall be equal to the greater of: (i) one third (1/3) of the number of option
shares awarded to the Company’s Chief Executive Officer, or (ii) 11.67% -13.33%
of the total option shares available for issuance under the Company’s equity
incentive plan. The terms and conditions of the Option shall be agreed
upon by Consultant and the Company under a separate Option agreement to be
entered into after the Effective Date. In the event that the Board
does not approve an equity incentive plan within one hundred twenty (120) days
from the Effective Date, or the Company fails for any reason to issue the Option
Shares as required by this paragraph, the Company shall pay to the Consultant,
as liquidated damages and not as a penalty, an amount mutually agreed by both
parties in good faith.
(f)
Expenses. It is expressly agreed and acknowledged that the
Company shall pay or reimburse Consultant up to, but not exceeding, fifty
dollars ($50) per month as a communication subsidy in connection with
Consultant’s Company-related communications (i.e., via telephone, facsimile,
e-mail, etc.). The Company will pay or reimburse Consultant for all reasonable
and necessary out-of-pocket transportation, travel, and other expenses
reasonably incurred by Consultant in the conduct of the business of the Company
subject to the following conditions: (i) Consultant shall, at the
beginning of each month, prepare and submit to the Company a budget for that
month which can be implemented upon the written approval of the Company (the
“Monthly Budget”); (ii)
for any expenses that are not listed in the Monthly Budget, the Consultant
agrees to obtain prior written approval from the Company; and (iii) Consultant shall submit all applicable itemized
vouchers, receipts or other documentation with respect to approved
expenses.
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2.
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PROPRIETARY
INFORMATION; CONFIDENTIALITY
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(a) “Confidential Information”
means any Company proprietary information, technical data, trade secrets or
know-how, including, but not limited to, research, product plans, products,
services, customers, customer lists, markets, software, developments,
inventions, processes, formulas, technology, designs, drawings, engineering,
hardware configuration information, marketing, finances, in addition to
financial, accounting, statistical, marketing and personnel information of the
Company and/or its customers or other third-parties or other business
information disclosed by the Company either directly or indirectly in writing,
orally or by drawings or inspection of parts or equipment.
(b) Consultant
while performing the Services, will be exposed to and handling the Company’s
Confidential Information. Consultant will not, during or subsequent
to the term of this Agreement, use the Company’s Confidential Information for
any purpose whatsoever other than the performance of the Services on behalf of
the Company or disclose the Company’s Confidential Information to any third
party unless such disclosure is ordered by a court of competent jurisdiction or
is otherwise required by law. Consultant agrees that the restrictions
in this Section 2 shall also apply to Confidential Information conceived,
originated, discovered or developed by Consultant during the term of this
Agreement. It is understood that said Confidential Information shall
remain the sole property of the Company. Consultant further agrees to take all
reasonable precautions to prevent any unauthorized disclosure of such
Confidential Information. Confidential Information does not include information
which (i) is known to Consultant at the time of disclosure to Consultant by the
Company which can be reasonably evidenced by Consultant, (ii) has become
publicly known and made generally available through no wrongful act of
Consultant, or (iii) has been rightfully received by Consultant from a third
party who is authorized to make such disclosure.
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(c) Consultant
agrees that Consultant will not, during the term of this Agreement, improperly
use or disclose any proprietary information or trade secrets of any former or
current employer or other person or entity with which Consultant has an
agreement or duty to keep in confidence information acquired by Consultant, if
any, and that Consultant will not bring onto the premises of the Company any
unpublished document or proprietary information belonging to such employer,
person or entity unless consented to in writing by such employer, person or
entity. Consultant will indemnify the Company and hold it harmless
from and against all claims, liabilities, damages and expenses, including
reasonable attorneys fees and costs of suit, arising out of or in connection
with any violation or claimed violation of a third party’s rights resulting in
whole or in part from the Company’s use of the work product of Consultant under
this Agreement.
(d) Consultant
recognizes that the Company has received and in the future will receive from
third parties their confidential or proprietary information subject to a duty on
the Company’s part to maintain the confidentiality of such information and to
use it only for certain limited purposes. Consultant agrees that
Consultant owes the Company and such third parties, during the term of this
Agreement and thereafter, a duty to hold all such confidential or proprietary
information in the strictest confidence and not to disclose it to any person,
firm or corporation or to use it except as necessary in carrying out the
Services for the Company consistent with the Company’s agreement with such third
party.
(e) Return of
Property. Upon the termination of this Agreement, or upon
Company’s earlier request, Consultant will deliver to the Company all devices,
records, data, disks, computer files, notes, reports, proposals, lists,
correspondence, materials, equipment, other documents or property, reproductions
of any aforementioned items developed by Consultant pursuant in the performance
of the Services to the Company, or Confidential Information that Consultant may
have in Consultant’s possession or control.
(f)
Consultant
Information. Consultant represents and warrants to the Company
that information provided by Consultant in connection with this Agreement and
any supplemental information provided to the Company is complete, true and
materially correct in all respects. Consultant has not omitted
any information that is or may reasonably be considered necessary or useful to
evaluate the information provided by Consultant to the
Company. Consultant shall immediately notify the Company in writing
of any change in the accuracy or completeness of all such
information.
(g) Other
Agreements. Consultant represents that the performance of all
the terms of this Agreement will not breach any agreement to keep in confidence
proprietary information acquired by Consultant in confidence or in trust prior
to the execution of this Agreement. Consultant has not and shall not:
(i) disclose or use in the course of the Services to the Company, any
proprietary or trade-secret information belonging to another; or (ii) enter into
any oral or written agreement in conflict with this Agreement.
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3.
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OWNERSHIP
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(a) Consultant
agrees that all copyrightable material, notes, records, drawings, designs,
inventions, improvements, developments, discoveries and trade secrets conceived,
made or discovered by Consultant, solely or in collaboration with others, during
the period of this Agreement which relate in any manner to the business of the
Company that Consultant may be directed to undertake, investigate or experiment
with, or which Consultant may become associated with in work, investigation or
experimentation in the line of business of Company in performing the Services
hereunder (collectively, “Inventions”), are the sole
property of the Company. In addition, any Inventions which constitute
copyrightable subject matter shall be considered “works made for hire” as that
term is defined in the United States Copyright Act. Consultant
further agrees to assign (or cause to be assigned) and does hereby assign fully
to the Company all Inventions and any copyrights, patents, mask work rights or
other intellectual property rights relating thereto. Attached as
Exhibit B
hereto is a list describing all inventions, original works of authorship,
developments, improvements and trade secrets which were made by Consultant prior
to the date of this Agreement, which belong to Consultant, and which are not
assigned to the Company (“Prior
Inventions”). Consultant represents and warrants that no
patent applications relating to Inventions or Prior Inventions are pending under
Consultant’s name and no Inventions or designs provided to the Company have been
used by prior customers of Consultant or patented by such
customers.
(c) Consultant
agrees that if in the course of performing the Services, Consultant incorporates
into any Invention developed hereunder any invention, improvement, development,
concept, discovery or other proprietary information owned by Consultant or in
which Consultant has an interest, the Company is hereby granted and shall have a
nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make,
have made, modify, use and sell such item as part of or in connection with such
Invention.
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4.
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UNFAIR
COMPETITION;
NON-SOLICITATION
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(a) Unfair
Competition. During the term of this Agreement, Consultant has
a duty of loyalty and a fiduciary responsibility to the
Company. Consultant shall not, directly or indirectly, whether as a
partner, employee, creditor, stockholder, or otherwise, promote, participate, or
engage in any activity or other business which is directly competitive to the
current operations of the Company or the currently contemplated future
operations of the Company. The obligation of Consultant not to
compete with the Company shall not prohibit Consultant from owning or purchasing
not more than a five percent (5%) beneficial interest in any securities that are
regularly traded on a recognized stock exchange or on the over-the-counter market subject to relevant
federal and state securities laws. To the fullest extent permitted by
law, upon the termination of this Agreement for any reason, Consultant shall not
use any of the Confidential Information to directly or indirectly, either as an
employee, employer, consultant, agent, principal, partner, stockholder,
corporate officer, director, or any other individual or representative capacity,
engage or participate in any business, wherever located, that is in direct
competition with the business of the Company. Should any portion of
this Section be deemed unenforceable because of the scope, duration or territory
encompassed by the undertakings of the Consultant hereunder, and only in such
event, then Consultant and the Company consent and agree to such limitation on
scope, duration or territory as may be finally adjudicated as enforceable by a
court of competent jurisdiction after the exhaustion of all
appeals.
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(b) Non-Solicitation of
Customers. While providing
Services to the Company, Consultant shall
not divert or attempt to divert (by solicitation or other means), whether
directly or indirectly, the Company’s customers for the purpose of inducing or
encouraging them to sever their relationship with the Company or to solicit them
in connection with any product or service competing with those products and
services offered and sold by the Company. Also, to the fullest extent
permissible under applicable law, following termination of this Agreement
for any reason, Consultant agrees not use any of the Confidential
Information to directly or indirectly divert or attempt to divert (by
solicitation or other means) the Company’s customers for the purpose of inducing or encouraging them to
sever their relationship with the Company or to solicit them in connection with
any product or service competing with those products and services offered and
sold by the Company.
(c) Non-Solicitation of
Employees. To the fullest extent permissible under applicable
law, Consultant agrees that both during the period of this Agreement and for a
period of two (2) years following termination of this Agreement, Consultant
shall not take any action to induce employees or independent contractors of the
Company to sever their relationship with the Company and accept an employment or
an independent contractor relationship with any other
business. However, this obligation will not affect any
responsibility Consultant may have as an employee of the Company with respect to
the bona fide hiring and firing of Company personnel.
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5.
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TRADE
SECRETS
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Consultant
shall not disclose to any others, or take or use for Consultant’s own purposes
or purposes of any others, during the term of this Agreement or at any time
thereafter, any of the Company’s trade secrets, including without limitation,
Confidential Information, customer lists, computer programs, applications,
hardware or software or intellectual property of the
Company. Consultant agrees that these restrictions shall also apply
to (i) trade secrets belonging to third parties in Company’s possession and (ii)
trade secrets conceived, originated, discovered or developed by Consultant
during the term of this Agreement relating to the affairs of the
Company.
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6.
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REPORTS
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Consultant
agrees that it will from time to time during the term of this Agreement, or any
extension thereof, keep the Company advised as to Consultant’s progress in
performing the Services hereunder and that Consultant will, commensurate with
her position as Chief Financial Officer and as requested by the Board, prepare
written reports with respect thereto. It is understood that the time
required in the preparation of such written reports shall be considered time
devoted to the performance of Consultant’s Services.
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7.
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CONFLICTING
OBLIGATIONS
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Consultant
certifies that Consultant has no outstanding agreement or obligation that is in
conflict with any of the provisions of this Agreement, or that would preclude
Consultant from complying with the provisions hereof, and further certifies that
Consultant will not enter into any such conflicting agreement during the term of
this Agreement.
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8.
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TERM
AND TERMINATION
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(a) This
Agreement will commence on the date first written above and will continue for
six (6) months from the date first set forth above (the “Initial Term”) or until
termination as provided below. At the end of the Initial Term the
parties shall agree as to the renewal terms of this Agreement in
writing.
(b) Either
party hereto may terminate this Agreement upon thirty (30) days prior written
notice to the other party.
(c) Either
party may terminate this Agreement for material breach by the other party which
is not cured after fourteen (14) days written notice to the breaching
party.
(d)
Upon such termination all rights and duties of the parties toward
each other shall cease except:
(i) that
the Company shall be obliged to pay, within thirty (30) days of the effective
date of termination, all amounts owing to Consultant for Services performed
prior to the termination date and related expenses, if any, in accordance with
the provisions of Section 1; provided that if there is a dispute as to the
amount owed to Consultant, the Company shall pay within such thirty (30) day
period the undisputed amount, and the parties will work together in good faith
to determine the amount owed; and provided further that if the parties cannot
agree on the amount owed within forty-five (45) days after the effective date of
termination, the parties will jointly select an arbitrator to resolve such
dispute, and the judgment of such arbitrator shall be final and binding on the
parties; and
(ii) Sections
2, 3, 4, 5, 8 and 12 shall survive termination of this Agreement.
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9.
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ASSIGNMENT
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Neither
this Agreement nor any right hereunder or interest herein may be assigned,
delegated or transferred by Consultant without the express written consent of
the Company.
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10.
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INDEPENDENT
CONTRACTOR
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Nothing
in this Agreement shall in any way be construed to constitute Consultant as an
agent, employee or representative of the Company, but Consultant shall perform
the Services hereunder as an independent contractor. Consultant agrees to
furnish (or reimburse the Company for) all tools and materials necessary to
accomplish this Agreement, and shall incur all expenses associated with
performance, except as provided herein. Consultant acknowledges and
agrees that Consultant is obligated to report as income all compensation
received by Consultant pursuant to this Agreement, and Consultant agrees to and
acknowledges the obligation to pay all self-employment and other taxes
thereon. Consultant further agrees to indemnify the Company and hold
it harmless to the extent of any obligation imposed on Company to pay in
withholding taxes or similar payroll related penalties and taxes.
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11.
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EQUITABLE
RELIEF
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Consultant
agrees that it would be impossible or inadequate to measure and calculate the
Company’s damages from any breach of the covenants set forth in Sections 2, 3,
4, and 5 herein. Accordingly, Consultant agrees that if Consultant breaches
Sections 2, 3, 4, or 5, the Company will have available, in addition to any
other right or remedy available, the right to obtain from any court of competent
jurisdiction an injunction restraining such breach or threatened breach and
specific performance of any such provision. Consultant further agrees
that no bond or other security shall be required in obtaining such equitable
relief and Consultant hereby consents to the issuances of such injunction and to
the ordering of such specific performance.
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12.
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GOVERNING
LAW; JURISDICTION;
ARBITRATION
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This
Agreement shall be governed and construed and enforced in accordance with the
internal, substantive laws of the State of Nevada, without giving effect to the
conflict of law rules thereof. Any
dispute or controversy between the Company and Consultant, arising out of or
relating to this Agreement, the breach of this Agreement, or otherwise, shall be
settled by binding arbitration in New York, New York administered by the American Arbitration Association in accordance with its commercial rules then in
effect by a single arbitrator. Both the Company and Consultant
shall be precluded from bringing or raising in court or another forum any
dispute that was or could have been submitted to binding
arbitration. This arbitration requirement does not apply to claims for
any provisional or injunctive relief remedies as set forth in the Nevada Rules
of Civil Procedure (or any statute or law of similar effect concerning
provisional or injunctive relief remedies in any other applicable jurisdiction).
The parties irrevocably agree to submit to the
jurisdiction of the federal and state courts within New York for any injunctive
relief and in connection with any suit arising out of the confirmation or
enforcement of any award rendered by the arbitrator, and waive any defense based
on forum non convenience or improper venue with respect
thereto.
Each
party shall pay their own attorney’s fees and costs. The parties will
be permitted to conduct discovery as provided by the Nevada Rules of Civil
Procedure. The arbitrator shall, within thirty (30) days after the
conclusion of the arbitration, issue a written award setting forth the factual
and legal bases for his or her decision and judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction thereof. No remedy
conferred in this Agreement upon Consultant or the Company is intended to be
exclusive of any other remedy, and each and every such remedy shall be
cumulative and shall be in addition to every other remedy conferred herein or
now or hereafter existing at law or in equity or by statute or
otherwise.
NOTE: THIS ARBITRATION CLAUSE CONSTITUTES A
WAIVER OF EACH PARTY’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF
ALL DISPUTES RELATING TO ALL ASPECTS OF CONSULTANT’S RELATIONSHIP WITH THE
COMPANY.
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13.
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TAX
ADVICE
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Consultant
acknowledges that Consultant has not relied and will not rely upon the Company
or the Company’s counsel with respect to any tax consequences related to the
terms and conditions of this Agreement. Consultant assumes full
responsibility for all such consequences and for the preparation and filing of
all tax returns and elections which may or must be filed in connection with this
Agreement.
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14.
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REPRESENTATION
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The
parties to this Agreement, and each of them, acknowledge, agree, and represent
that it: (a) has directly participated in the negotiation and preparation of
this Agreement; (b) has read the Agreement and has had the opportunity to
discuss it with counsel of its own choosing; (c) it is fully aware of the
contents and legal affect of this Agreement; (d) has authority to enter
into and sign the Agreement; and (e) enters into and signs the same by its
own free will.
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15.
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ENTIRE
AGREEMENT AND AMENDMENTS
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This
Agreement is the entire agreement of the parties and supersedes any prior or
contemporaneous agreements whether oral or written between them with respect to
the subject matter hereof. This Agreement may be changed only if
agreed to in writing by both parties.
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16.
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COUNTERPARTS
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This
Agreement may be executed in one or more counterparts, each of which shall be an
original, but all of which together shall constitute one and the same
instrument.
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17.
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SEVERABILITY
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If any
provision of this Agreement is held to be unenforceable for any reason, such
provision shall be adjusted rather than voided, if possible, in order to achieve
the intent of the parties to the maximum extent possible. In any
event, all other provisions of this Agreement shall be deemed valid and
enforceable to the full extent possible.
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18.
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WAIVER
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The
waiver of any term or condition contained in this Agreement by any party to this
Agreement shall not be construed as a waiver of a subsequent breach or failure
of the same term or condition or a waiver of any other term or condition
contained in this Agreement.
[Remainder of Page Intentionally Left
Blank. Signature Page Follows.]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
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GC CHINA TURBINE
CORP.
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By:
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/s/ Qi Na
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Name:
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Qi Na
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Title:
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Chief Executive Officer
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/s/ Xxxx Xx
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XXXX
XX
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EXHIBIT
A
CFO
Responsibilities and Duties for GC China Turbine
Corp.
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·
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Review
the Company’s historical accounting
records;
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·
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Develop
and implement internal controls over financial reporting in accordance
with the Xxxxxxxx-Xxxxx Act of 2002 and related corporate governance
policies (ongoing responsibility);
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·
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Review
the current financial department’s structure and the qualifications
necessary for accounting staff to perform their job duties for the
Company; propose and make changes if
necessary;
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·
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Interact
with the Company’s internal accounting staff and provide training to
them;
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·
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Evaluate
the Company’s current needs, prepare a presentation in Microsoft
Powerpoint format to the Company’s management, assist to establish
internal audit department if desired (e.g. create an ideal structure
suitable to the Company), 1) measure the internal audit function, 2)
recruit, develop and retain staff (e.g. evaluate staff qualifications), 3)
provide training on reporting of critical
findings;
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·
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Serve
as a liaison with the Company’s auditors and securities attorneys
regarding filing and reporting
requirements;
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·
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Review
consolidated financial statements including footnotes that the Company’s
auditors prepare; in coordination with the Company’s attorneys, prepare,
review and execute Forms 8-K, 10-Q and 10-K filings, including preparation
and review of MD&A in connection therewith, on an ongoing basis;
ensure that filings with the United States Securities and Exchange
Commission (“SEC”) are timely filed, complete and
accurate;
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·
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Assist
the Company with all financing activities, including debt or equity
financing, merger & acquisition
transactions;
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·
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Prepare
as may be required, forecasts, budgets and financial models for the
Company on an ongoing basis; develop, maintain and update all financial
forecasts and models related to the Company’s operations and be able to
explain and support all assumptions included within the financial
forecasts and models;
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·
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Maintain
the books and records of the US bank account(s) and the US office for the
parent company;
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·
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Prepare
and file any appropriate U.S. state and U.S. Federal tax filings and
coordinate any foreign tax returns as
necessary;
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·
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Meet
with Company management and visit the Company’s operating facilities in
China, as required;
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·
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Participate
at investor meetings and conferences as may be required (approximately 3-4
conferences per year), function as the Company’s primary representative
with individual and institutional investors, take phone calls from the
financial community and investors, be available for conference calls,
on-site meetings, road shows (approximately 1-2 weeks per quarter) in the
United States of America or Asia, and potentially
elsewhere;
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·
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Coordinate
all financial presentations as requested for Board meetings &
shareholder meetings;
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·
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As
necessary and by order of the Board, manage all communications and
activities with the Company’s securities attorneys, auditors, stock
transfer agent, investor relations firm and the SEC;
and
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·
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Perform
other activities appropriate to the responsibilities of being the Chief
Financial Officer.
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10
EXHIBIT
B
LIST OF PRIOR
INVENTIONS
AND ORIGINAL WORKS OF
AUTHORSHIP
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Title
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Date
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Identifying Number or Brief Description
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__
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No
inventions or improvements
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__
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Additional
Sheets Attached
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Signature
of Consultant:
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Print
Name of Consultant:
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XXXX
XX
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Date:
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Acknowledged
and agreed:
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By:
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Name:
Qi Na
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Title:
Chief Executive
Officer
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Date:
November 8,
2010
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