EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT is made and entered into this 25th
day of
September, 2006 by and between Kiwa Bio-tech Products Group Corp., a Delaware
corporation having its principal place of business at 000 Xxxx Xxxxxxxx Xxxx,
Xxxxx 000 Xxxxxxxxx, Xxxxxxxxxx 00000-0000 and Ju Xxx Xxxx, an individual,
whose
address X0.0, Xxxxxxxx #00, 0 Xx, Xxxxxxxxxxx 1 Li, Tianhuaxilu, Yizhuang,
Daxing District, Beijing, China, (''Executive''), with reference to the
following facts:
R
E C I T A L S
WHEREAS,
Company is primarily engaged in the business of developing, manufacturing,
distributing and marketing innovative, cost-effective and environmentally safe
bio-technological products for the agricultural, stockbreeding, natural
resources and environmental protection markets, primarily in China; and
WHEREAS,
Company desires to employ Executive and to ensure the continued availability
to
Company of Executive’s services, and Executive desires to accept such employment
from Company and render such services, all in accordance with and subject to
the
terms and conditions herein set forth;
NOW,
THEREFORE, in consideration of the promises and of the mutual covenants
contained herein, and for other good and valuable consideration, receipt of
which is hereby acknowledged, Company and Executive do hereby agree as
follows:
A
G R E E M E N T
1. Term
of Employment.
1.01.
Specified
Term. Company
employs Executive, and Executive accepts employment with Company, for a period
of 3 years beginning on August 1, 2006, and ending on July 31,
2008.
1.02.
Earlier
Termination. This
Agreement may be terminated earlier as hereinafter provided.
1.03. Continuing
Effect. Notwithstanding
any termination of this Agreement except for termination under Section 9.02,
at
the end of the Term or otherwise, the provisions of Sections 10 and 11 shall
remain in full force and effect and the provisions of Section 11 shall be
binding upon the legal representatives, successors and assigns of the
Executive.
2. Duties
and Obligations of Executive.
2.01.
Title
and Description of Duties. Executive
shall serve as the Chief Operating Officer of Kiwa Bio-tech Products Group,
Corp. In that capacity, Executive shall do and perform all services, acts,
or
things necessary or advisable to fulfill the duties of a Chief Financial
Officer. However, Executive shall at all times be subject to the direction
of
the Chief Executive Officer (“CEO”), and to the policies established by the
Company’s Board of Directors.
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2.02.
Loyal
and Conscientious Performance of Duties. Executive
agrees that to the best of his ability and experience he will at all times
loyally and conscientiously perform all of the duties and obligations required
of him either expressly or implicitly by the terms of this
Agreement.
2.03.
Devotion
of Entire Time to Company's Business.
(a)
Executive
shall devote his entire productive time, ability, and attention to the business
of Company during the term of this Agreement.
(b)
During
the term of this Agreement, Executive shall not engage in any other business
duties or pursuits whatsoever. Furthermore, during the term of this Agreement,
Executive shall not, whether directly or indirectly, render any services of
a
commercial, or professional nature to any other person or organization, whether
for compensation or otherwise, without the prior written consent of Company's
President. However, the expenditure of reasonable amounts of time for
educational, charitable, or professional activities shall not be deemed a breach
of this Agreement if those activities do not materially interfere with the
services required under this Agreement.
(c)
This
Agreement shall not be interpreted to prohibit Executive from making passive
personal investments or conducting private business affairs if those activities
do not materially interfere with the services required under this Agreement.
However, Executive shall not, directly or indirectly, acquire, hold, or retain
any interest in any business competing with or similar in nature to the business
of Company.
2.04. Location
of Office. Executive's
principal business office shall be at Company's corporate headquarters and
representative office in Beijing. However, Executive's job responsibilities
shall include all business travel necessary to the performance of his
job.
2.05.
Uniqueness
of Executive's Services. Executive
represents and agrees that the services to be performed under the terms of
this
Agreement are of a special, unique, unusual, extraordinary, and intellectual
character that gives them a peculiar value, the loss of which cannot be
reasonably or adequately compensated in damages in an action at law. Executive
therefore expressly agrees that Company, in addition to any other rights or
remedies that Company may possess, shall be entitled to injunctive and other
equitable relief to prevent or remedy a breach of this Agreement by
Executive.
2.06.
Indemnification
for Negligence or Misconduct. Executive
shall indemnify and hold Company harmless from all liability for loss, damage,
or injury to persons or property resulting from the negligence or misconduct
of
Executive.
2.07. Adherence
to Inside Information Policies.
Executive acknowledges that Company is publicly-held and, as a result, has
implemented inside information policies designed to preclude its executives
and
those of its subsidiaries from violating federal securities laws by trading
on
material, non-public information or passing such information on to others in
breach of any duty owed to Company its parent or any third party. Executive
shall promptly execute any agreements generally distributed by Company to its
employees requiring such employees to abide by its inside information
policies.
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3. Obligations
of Company.
3.01.
General
Description. Company
shall provide Executive with the compensation, incentives, benefits, and
business expense reimbursement specified elsewhere in this
Agreement.
3.02.
Indemnification
of Losses of Executive Company
shall indemnify Executive for all necessary expenditures or losses incurred
by
Executive in direct consequence of the discharge of his duties on Company's
behalf.
4. Executive
Representations. Executive
represents and warrants that:
(a) Executive
has the right to enter into this Agreement and is not subject to any Agreement,
commitment, agreement, arrangement or restriction of any kind which would
prevent Executive from performing Executive’s duties and obligations hereunder;
and
(b)
Executive
is currently in good health and to the best of Executive’s knowledge; Executive
is not subject to any undisclosed medical condition which might have a material
effect on Executive’s ability to perform satisfactorily Executive’s services
hereunder.
5. Compensation
of Executive.
5.01.
Annual
Salary.
(a)
As
compensation for the services to be rendered by Executive hereunder, Company
shall pay Executive an annual salary at the rate per annum of RMB300,000
(approximately $37,500), of which RMB240,000 shall be paid in equal monthly
installments of RMB20,000 during the period of employment, prorated for any
partial employment period, and RMB60,000 shall be paid as an annual performance
bonus in three months after each employment year.
(b)
Executive
shall receive such annual increases in salary as may be determined by Company's
CEO in his sole discretion at least annually on or about each anniversary of
the
execution of this Agreement.
(c) Executive
shall pay the due individual income tax levied by the applicable laws and other
individual tax (if applicable) levied for the above benefits paid by Executives.
Company
shall be entitled to deduct from each salary payment, all deductions as may
be
required by applicable laws, including, without limitation, deductions for
U.S.A
federal, state and local income taxes and FICA, and deductions for P.R.C
applicable laws.
5.02.
Salary
Continuation During Disability. If
Executive for any reason whatsoever becomes permanently disabled so that he
is
unable to perform the duties prescribed herein, Company agrees to pay Executive
his monthly installments of salary, payable in the same manner as provided
for
the payment of salary herein, for a period of up to six (6) months from the
date
of disability or until the expiration of the employment term provided for
herein, whichever occurs sooner.
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5.03.
Repayment
of Disallowed Salary. In
the
event that any portion of the compensation paid by Company to Executive is
disallowed as an income tax deduction on an income tax return of Company,
Executive agrees to immediately repay to Company the full amount of that
portion.
6. Executive
Incentives
6.01.
Cash
Bonus Based on Profitability. At
the
beginning of any fiscal year during the employment term as herein provided,
Company’s CEO shall set forth for Executive goals and objectives to be
accomplished by Executive during that year. For the successful completion of
all
goals and objectives by the end of that year, Executive shall receive a
performance bonus provided for in Section 5.01 for his services in addition
to
any other compensation which he is entitled to receive hereunder. The amount
and
form of bonus shall be determined by the CEO and to be approved by the Board
of
Directors. This bonus shall be paid within one month after the annual meeting
of
the Board of Directors.
6.02.
Stock
Incentive Plan.
(a)
As
additional compensation, Company agrees to grant Executive each year certain
number of stock options pursuant to Company’s Stock Incentive Plan and the board
resolutions on stock option allocation plan each fiscal year.
(c)
All
terms
and conditions of Company’s Stock Incentive Plan, including but not limited to
option grant, exercise and any other items are applicable for Executive as
a
plan participant.
7. Executive
Benefits.
7.01.
Annual
Vacation. Executive
shall be entitled to two (2) week vacation time each year with full pay.
Executive may be absent from his employment for vacation only at such times
as
Company's CEO shall determine from time to time. If Executive is unable for
any
reason to take the total amount of authorized vacation time during any year,
he
may accrue that time and add it to vacation time for any following year or
may
receive a cash payment in an amount equal to the amount of annual salary
attributable to that period.
7.02.
Illness.
On
completion of one (1) year in the service of Company, Executive shall be
entitled to five (5) days per year as sick leave with full pay. Sick leave
may
not be accumulated or accrued for any following year.
7.03.
Employee
Benefit Programs.
Executive is entitled to participate in any pension, 401(k), insurance or other
employee benefit plan that is maintained by Company for its executive officers,
including programs of life and medical insurance and reimbursement of membership
fees in civic, social and professional organizations
7.04. Insurance.
Company
shall provide to Executive and pay premiums on Company's group medical insurance
policy offered through Company, covering Executive and Executive's
dependents.
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7.05. Severance
Package.
If
Executive's employment with Company is terminated pursuant to Sections 9.03
or
9.04, Executive shall be entitled to three (3) month severance package
consisting of Executive's compensation and all benefits as provided for in
Sections 5, 6 and 7 and all Executive's remaining unvested options shall vest
immediately. Payments shall be made monthly or in a lump sum payment at the
Board's sole discretion. In the event severance is paid in a lump sum, the
cash
amount excluding insurance benefits shall be paid at the present value for
the
time remaining in the 3-month severance agreement based on the current prime
interest rate as charged by the Federal Reserve Bank in New York.
8. Business
Expenses.
8.01.
Business
Expenses.
(a)
Company
shall promptly reimburse Executive for all reasonable business expenses incurred
by Executive in promoting the business of Company, including expenditures for
entertainment, gifts, and travel.
(b)
Each
such
expenditure shall be reimbursable only if it is of a nature qualifying it as
a
proper deduction on the federal and state income tax return of
Company.
(c)
Each
such
expenditure shall be reimbursable only if Executive furnishes to Company
adequate records and other documentary evidence required by federal and state
statutes and regulations issued by the appropriate taxing authorities for the
substantiation of that expenditure as an income tax deduction.
8.02.
Repayment
by Executive of Disallowed Business Expenses. In
the
event that any expenses paid for Executive or any reimbursement of expenses
paid
to Executive shall, on audit or other examination of Company's income tax
returns, be determined not to be allowable deductions from Company's gross
income, and in the further event that any such determination is acceded to
by
the Company or made final by the appropriate federal or state taxing authority
or a final judgment of a court of competent jurisdiction, and no appeal is
taken
from the judgment or the applicable period for filing notice of appeal has
expired, Executive shall repay to Company the amount of the disallowed
expenses.
9. Termination
of Employment.
9.01. Death
or Disability.
Except
as otherwise provided herein, this Agreement shall automatically terminate
without act by any party upon the death or disability of Executive. For purposes
of this Section 9.01, "disability" shall mean that for a period of 6 consecutive
months, Executive is incapable of substantially fulfilling the duties set forth
in Section 2 because of physical, mental or emotional incapacity resulting
from
injury, sickness or disease. In the event of death of Executive, Executive's
estate shall receive any unpaid, earned compensation due Executive and this
Agreement shall terminate. In the event of Executive's disability, the Executive
will be paid compensation, benefits and bonus which may accrue during the period
of disability as set forth in Sections 5, 6 and 7.
9.02.
Termination
for Cause. Company
may terminate Executive's employment pursuant to the terms of this Agreement
at
any time for cause by giving written notice of termination. Such termination
will become effective upon the giving of such notice. Upon any such termination
for cause, Executive shall have no right to compensation, bonus or reimbursement
under Section 5, 6 or 8, or to participate in any employee benefit programs
under Section 7, including the severance package provided for in Section 7.05,
except as provided by law, for any subsequent to the effective date of
termination. For purposes of this Section 9.02, "cause" shall mean: (i)
Executive is convicted of a felony which is directly related to Executive's
employment or the business of Company or could otherwise reasonably be expected
to have a material adverse effect on Company's business, prospects or future
stock price which price should be measured over a period of at least six months.
Felonies involving the driving of motor vehicles shall not be grounds for
termination; (ii) Executive, in carrying out his duties hereunder, has been
found in a civil action to have committed gross negligence or intentional
misconduct resulting in either case in direct material harm to Company; (iii)
Executive is found in a civil action to have breached his fiduciary duty to
Company resulting in direct profit to him; (iv) Executive is found in a civil
action to have materially breached any provision of Section 10 or Section 11;
(v) Executive’s repeated refusal (other than any failure to perform arising from
a physical or mental disability) to act in accordance with the reasonable
directions of Company’s Board directing Executive to perform services consistent
with Executive’s status as an officer of Company, which refusal is not cured by
Executive within twenty (20) days of Executive’s receipt of written notice
thereof from Company (provided, however, that if such breach cannot be cured
within twenty (20) days and Executive commences the cure thereof and diligently
pursues the same, such failure shall not constitute “cause” unless such breach
is not cured in its entirety within thirty (30) days of Executive’s receipt of
the written notice of breach); (vi) Executive commits acts of dishonesty, fraud,
misrepresentation, or other acts of moral turpitude, that would prevent the
effective performance of his duties; and (vii) Executive’s material breach of
any obligations of Executive which remains uncured for more than twenty (20)
days after written notice thereof by Company to Executive. Executive's failure
to comply with the requirements of Section 10 of this Agreement shall constitute
a material breach of this Agreement. The term "found in a civil action" shall
not apply until all appeals permissible under the applicable rules of procedure
or statute have been determined and no further appeals are
permissible.
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9.03.
Termination
Without Cause. Company's
Board, in its sole discretion, may terminate Executive's employment without
cause at any time upon thirty (30) days written notice. Upon effectiveness
of
such termination, Executive shall be entitled to the severance package provided
for in Section 7.05.
9.04.
Effect
of Merger, Transfer of Assets, or Dissolution. This
Agreement shall be automatically terminated by any voluntary or involuntary
dissolution of Company resulting from either a merger or consolidation in which
Company is not the consolidated or surviving corporation, or a transfer of
all
or substantially all of the assets of Company.
9.05.
Termination
by Executive. Executive
may terminate his obligations under this Agreement by giving Company at least
two (2) months notice in advance or tendering to Company a total amount
aggregating two (2) months of his annual salary.
10. Non-Competition
Agreement.
10.01. Competition
with Company.
Until
termination of his employment and for a period of 12 months commencing on the
date of termination, Executive, directly or indirectly, in association with
or
as a stockholder, director, officer, consultant, employee, partner, joint
venturer, member or otherwise of or through any person, firm, corporation,
partnership, association or other entity, shall not compete with Company or
any
of its affiliates in any line of business which is competitive with the business
of Company within any metropolitan area in the United States and the People’s
Republic of China; provided, however, the foregoing shall not prevent Executive
from accepting employment with an enterprise engaged in two or more lines of
business, one of which is the same or similar to Company's business (the
"Prohibited Business") if Executive's employment
is totally unrelated to the Prohibited Business; provided, further, the
foregoing shall not prohibit Executive from owning up to 5% of the securities
of
any publicly-traded enterprise provided Executive is not an executive, director,
officer, consultant to such enterprise or otherwise reimbursed for services
rendered to such enterprise.
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10.02. Solicitation
of Customers.
During
the periods in which the provisions of Section 10.01 shall be in effect,
Executive, directly or indirectly, will not seek Prohibited Business from any
Customer (as defined below) on behalf of any enterprise or business other than
Company that is in direct competition with Company's business, refer Prohibited
Business from any Customer to any enterprise or business other than Company
to
any enterprise or business that is in direct competition with Company's business
or receive commissions based on sales or otherwise relating to the Prohibited
Business from any Customer that is in direct competition with Company's
business, or any enterprise or business other than Company. For purposes of
this
Agreement, the term "Customer" means any person, firm, corporation, partnership,
association or other entity to which Company or any of its affiliates sold
or
provided goods or services during the six-month period prior to the time at
which any determination is required to be made as to whether any such person,
firm, corporation, partnership, association or other entity is a Customer,
or
who or which was approached by or who or which has approached an employee of
Company for the purpose of soliciting business from the Company or the third
party, as the case may be.
10.03. No
Payment.
Executive acknowledges and agrees that no separate or additional payment to
him
will be required in consideration of his undertakings in this Section
10.
11. Non-Disclosure
of Confidential Information.
11.01. Confidential
Information.
Confidential Information includes, but is not limited to, trade secrets as
defined by the common law and statute in the state of California or any future
Californian statute, processes, policies, procedures, techniques, designs,
drawings, know-how, show-how, technical information, specifications, computer
software and source code, information and data relating to the development,
research, testing, costs, marketing, Company's budgets and strategic plans,
and
the identity and special needs of Customers, databases, data, all technology
relating to Company's businesses, systems, methods of operation, client or
Customer lists, Customer information, solicitation leads, marketing and
advertising materials, methods and manuals and forms, all of which pertain
to
the activities or operations of Company, names, home addresses and all telephone
numbers and e-mail addresses of Company's executives, former executives, clients
and former clients. In addition, Confidential Information also includes
Customers and the identity of and telephone numbers, e-mail addresses and other
addresses of executives or agents of Customers (each a "Contact Person") who
are
the persons with whom Company's executives and agents communicate in the
ordinary course of business. Confidential Information also includes, without
limitation, Confidential Information received from the Company's subsidiaries
and affiliates. For purposes of this Agreement, the following will not
constitute Confidential Information (i) information which is or subsequently
becomes generally available to the public through no act of Executive, (ii)
information set forth in the written records of Executive prior to disclosure
to
Executive by or on behalf of Company which information is given to Company
in
writing as of or prior to the date of this Agreement, and (iii) information
which is lawfully obtained by Executive in writing from a third party (excluding
any affiliates of Executive) who did not acquire such confidential information
or trade secret, directly or indirectly, from Executive or Company.
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11.02. Legitimate
Business Interests. Executive
recognizes that Company has legitimate business interests to protect and as
a
consequence, Executive agrees to the restrictions contained in this Agreement
because they further Company's legitimate business interests. These legitimate
business interests include, but are not limited to: (i) trade secrets; (ii)
valuable confidential business or professional information that otherwise does
not qualify as trade secrets including all Confidential Information; (iii)
substantial relationships with specific prospective or existing Customers or
clients; (iv) Customer or client goodwill associated with Company's business;
and (v) specialized training relating to Company's technology, methods and
procedures.
11.03. Confidentiality.
For a
period of two (2) years following termination of employment, the Confidential
Information shall be held by Executive in the strictest confidence and shall
not, without the prior written consent of Company, be disclosed to any person
other than in connection with Executive's employment by Company. Executive
further acknowledges that such Confidential Information as is acquired and
used
by Company or its affiliates is a special, valuable and unique asset. Executive
shall exercise all due and diligence precautions to protect the integrity of
Company's Confidential Information and to keep it confidential whether it is
in
written form, on electronic media or oral. Executive shall not copy any
Confidential Information except to the extent necessary to his employment nor
remove any Confidential Information or copies thereof from Company's premises
except to the
extent necessary to his employment and then only with the authorization of
the
CEO of Company. All records, files, materials and other Confidential Information
obtained by Executive in the course of his employment with Company are
confidential and proprietary and shall remain the exclusive property of Company
or its Customers, as the case may be. Executive shall not, except in connection
with and as required by his performance of his duties under this Agreement,
for
any reason use for his own benefit or the benefit of any person or entity with
which he may be associated or disclose any such Confidential Information to
any
person, firm, corporation, association or other entity for any reason or purpose
whatsoever without the prior written consent of the CEO of Company.
12. Equitable
Relief.
(a)
Company
and Executive recognize that the services to be rendered under this Agreement
by
Executive are special, unique and of extraordinary character, and that in the
event of the breach by Executive of the terms and conditions of this Agreement
or if Executive, without the prior consent of the board of directors of Company,
shall leave his employment for any reason and take any action in violation
of
Section 10 or Section 11, Company shall be entitled to institute and prosecute
proceedings in any court of competent jurisdiction referred to in Section 12(b)
below, to enjoin Executive from breaching the provisions of Section 10 or
Section 11. In such action, Company shall not be required to plead or prove
irreparable harm or lack of an adequate remedy at law or post a bond or any
security.
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(b)
Any
action must be commenced in Los Angeles County, California. Executive and
Company irrevocably and unconditionally submit to the exclusive jurisdiction
of
such courts and agree to take any and all future action necessary to submit
to
the jurisdiction of such courts. Executive and Company irrevocably waive any
objection that they now have or hereafter irrevocably waive any objection that
they now have or hereafter may have to the laying of venue of any suit, action
or proceeding brought in any such court and further irrevocably waive any claim
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. Final judgment against Executive or Company
in
any such suit shall be conclusive and may be enforced in other jurisdictions
by
suit on the judgment, a certified or true copy of which shall be conclusive
evidence of the fact and the amount of any liability of Executive or Company
therein described, or by appropriate proceedings under any applicable treaty
or
otherwise.
13. Conflicts
of Interest.
While
employed by Company, Executive shall not, directly or indirectly:
(a)
participate
as an individual in any way in the benefits of transactions with any of
Company's Customers, including, without limitation, having a financial interest
in Company's Customers, or making loans to, or receiving loans, from, Company's
Customers;
(b)
realize
a
personal gain or advantage from a transaction in which Company has an interest
or use information obtained in connection with Executive's employment with
Company for Executive's personal advantage or gain; or
(c)
accept
any offer to serve as an officer, director, partner, consultant, manager with,
or to be employed in a technical capacity by, a person or entity which does
business with Company.
14. General
Provisions.
14.01.
Notices.
Notices
and Addresses. All notices, offers, acceptance and any other acts under this
Agreement (except payment) shall be in writing, and shall be sufficiently given
if delivered to the addressees in person, by Federal Express or similar
receipted delivery, by facsimile delivery or, if mailed, postage prepaid, by
certified mail, return receipt requested, as follows:
| To Company: | Kiwa Bio-Tech Products Group, Corp.
000
Xxxx Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxxx, X. S.A.
91711-2766
Xxxx
000, Xxxxx X, Xxx Xx Xxxx Xxxx Xxxxxxxx, Xxx 0, Xxxxxxxxxx Xxxxxx,
Xxxxxxxx Xxxxxxxx, Xxxxxxx, P.R.C
|
| To Executive: |
Wang Ju Hua
_______________________________________
|
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or
to
such other address as either of them, by notice to the other may designate
from
time to time. The transmission confirmation receipt from the sender's facsimile
machine shall be evidence of successful facsimile delivery. Time shall be
counted to, or from, as the case may be, the delivery in person or by
mailing
14.02.
Attorneys'
Fees and Costs. If
any
legal action is necessary to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorneys' fees, costs,
and
necessary disbursements in addition to any other relief to which that party
may
be entitled. This provision shall be construed as applicable to the entire
Agreement.
14.03.
Modifications.
Any
modification of this Agreement will be effective only if it is in writing signed
by the party to be charged.
14.04.
Effect
of Waiver. The
failure of either party to insist on strict compliance with any of the terms,
covenants, or conditions of this Agreement by the other party shall not be
deemed a waiver of that term, covenant, or condition, nor shall any waiver
or
relinquishment of any right or power at any one time or times be deemed a waiver
or relinquishment of that right or power for all or any other
times.
14.05.
Partial
Invalidity. If
any
provision in this Agreement is held by a court of competent jurisdiction to
be
invalid, void, or unenforceable, the remaining provisions shall nevertheless
continue in full force without being impaired or invalidated in any
way.
14.06.
Law
Governing Agreement. This
Agreement shall be governed by and construed in accordance with the laws of
the
State of California.
14.07.
Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original but all of which together shall constitute one and the same
instrument. The execution of this Agreement may be by actual or facsimile
signature.
14.08. Additional
Documents.
The
parties hereto shall execute such additional instruments as may be reasonably
required by their counsel in order to carry out the purpose and intent of this
Agreement and to fulfill the obligations of the parties hereunder.
14.09. Section
and Paragraph Headings.
The
section and paragraph headings in this Agreement are for reference purposes
only
and shall not affect the meaning or interpretation of this
Agreement.
14.10. Arbitration.
Except
for a claim for equitable relief, any controversy, dispute or claim arising
out
of or relating to this Agreement, or its interpretation, application,
implementation, breach or enforcement which the parties are unable to resolve
by
mutual agreement, shall be settled by submission by either party of the
controversy, claim or dispute to binding arbitration in Los Angeles County,
California (unless the parties agree in writing to a different location), before
three arbitrators in accordance with the rules of the American Arbitration
Association then in effect. In any such arbitration proceeding the parties
agree
to provide all discovery deemed necessary by the arbitrators. The decision
and
award made by the arbitrators shall be final, binding and conclusive on all
parties hereto for all purposes, and judgment may be entered thereon in any
court having jurisdiction thereof.
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14.11.
Entire
Agreement. This
Agreement supersedes any and all other Agreements, either oral or in writing,
between the parties hereto with respect to the employment of Executive by
Company, and contains all of the covenants and Agreements between the parties
with respect to that employment in any manner whatsoever. Each party to this
Agreement acknowledges that no representations, inducements, promises, or
Agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party, which are not embodied herein, and that no other
Agreement, statement, or promise not contained in this Agreement shall be valid
or binding.
[SPACE
BELOW INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, Company and Executive have executed this Agreement as of the
date and year first above written.
| COMPANY: | EXECUTIVE: | |||
| Kiwa Bio-tech Products Group Corp. | Ju Xxx Xxxx | |||
| (Authorized Signature) | (Signature) | |||
| Xxx Xx, | ||||
| Chairman of Board and CEO | (Date) | |||
| (Date) |
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