CONSULTING AGREEMENT
This consulting agreement (this "Agreement") is made May 2, 2005 by and between Cougar Holdings Inc. (the "Company"), and Xx. XXXX, Xxxx (the "Consultant").
The term of this Agreement shall commence on the date hereof and end on May 1, 2006.
(a) Services. Assist the Company in evaluating the technical aspects of the Company's operation in China. The services will be performed with specific regard to the following:
1. Gather data and information on the technical aspects of the operation of the Company in China.
2. Design and plan the work flow of the operation of the Company in China.
3. Implement the new operation procedures of the logistic work flow for the operation of the Company in China.
The services performed were not or will not be for capital-raising transactions and did not or do not directly or indirectly promote or maintain a market for the Company's stock.
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(c) Issuance. Issuance and delivery of the Shares shall be on or about May 4, 2005 at which time, the Company shall deliver to the Consultant: (i) the certificate or certificates evidencing the Shares to be issued to the Consultant and the respective dates, registered in the name of the Consultant; and (ii) evidence that the Shares have been registered on Form S-8 to be filed upon issuance of the Shares to the Consultant, registering for resale thereof.
In connection with the providing of Consulting Services, hereunder, the Consultant may come into contact with information concerning the Company which the Company deems confidential (the Confidential Information"). The Consultant understands and agrees that any Confidential Information disclosed pursuant to this Agreement is secret, proprietary and of great value to the Company, which value may be impaired if the secrecy of such information is not maintained. The Consultant further agrees that he will take necessary security measures to preserve and protect the secrecy of such Confidential Information, and to hold such Confidential Information in strict confidence and not to disclose such Confidential Information, either directly or indirectly to any person or entity during the term of this agreement or any time following the expiration or termination hereof; provided, however, that the Consultant may disclose the Confidential Information to an assistant to whom disclosure is necessary for the providing of Consulting Services under this Agreement provided that such assistant enters into similar agreement to protect the Confidential Information.
4. REPRESENTATION AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Consultant that as of the date hereof:
(a) The Company shall indemnify the Consultant from and against any and all expenses (including reasonable attorneys' fees), judgments, fines, claims, cause of action, liabilities and other amounts paid (whether in settlement or otherwise actually and reasonably incurred) by the Consultant in connection with such action, suit or proceeding if (i) the Consultant was made a party to any action, suit or proceeding by reason of the fact that the Consultant rendered advice or services to the Company pursuant to this Agreement, and (ii) the Consultant acted in good faith and in a manner reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause or believe his conduct was unlawful.
(b) The Consultant shall indemnify the Company from and against any and all expenses (including attorney's fees), judgments, fines, claims, causes of action, liabilities and other amounts paid (whether in settlement or otherwise actually and reasonably incurred) by the Company in connection with such action, suit or proceeding if (i) the Company was made a party to any action, suit or proceeding by reason of the fact that the Consultant rendered advice or services to the Company pursuant to this Agreement, and (ii) the Consultant did not act in good faith and in a manner reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and with respect to any criminal action or proceeding, did not reasonably believe his conduct was lawful.
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6. REPRESENTATION OF THE CONSULTANT
The Consultant represents that he is a qualified expert in his field in terms of providing Consulting Services to the Company and his provision of the Consulting Services is legal.
7. INDEPENDENT CONTRACTOR STATUS
It is expressly understood and agreed that this is a consulting agreement only and does not constitute an employer-employee relationship. The parties further acknowledge that the Company's services hereunder are not exclusive, but that the Consultant shall be performing services and undertaking other responsibilities, for and with other entities or persons, which may directly or indirectly compete with the Company.
All notices provided by this Agreement shall be in writing and shall be given by facsimile transmission, overnight courier, by registered mail or by personal delivery, by one party to the other, addressed to such other party at the applicable address set forth below, or to such other address as may be given for such purpose by such other party by notice duly given hereunder. Notice shall be deemed properly given on the date of the delivery.
To Consultant:
Chrysanthemum Park, 366 Xxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx 0, Xxxx #0000
Xxxxxxxx 000000, Xxxxx
To the Company:
00000 XX 0xx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
(a) Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by a written instrument duly executed by such party.
(c) Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada, the United States of America, without regard to its conflict of laws rules and principles.
(d) Each party hereby agrees to solve any dispute through friendly discussions and arbitration in Las Vegas, Nevada pursuant to the rules of the American Arbitration Association with one arbitrator jointly selected by the parties. Arbitration shall be the exclusive and final remedy, the award of which shall be final and enforceable against the parties.
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IN WITNESS WHEREOF, the parties have caused this CONSULTING AGREEMENT to be duly executed as of the day and year first above written.
By: /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
President and Director
CONSULTANT
/s/ ZHOU, Xxxx
XXXX, Xxxx
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