CONSULTING AGREEMENT
Exhibit
10.31
AGREEMENT, dated as of April
8, 2009 between China America Holdings, Inc., a Florida corporation (the
“Company”), and Dore Perler. (the Consultant').
WITNESSETH:
WHEREAS, the Company has
agreed to engage the Consultant to provide the Company
with strategic consulting services related to the Company’s
operations.
WHEREAS, the Consultant has
agreed to provide such services upon the terms and for the consideration
described herein;
WHEREAS, the Company and the
Consultant now desire to memorialize their agreement in a formal written
agreement.
NOW THEREFORE, in
consideration of the mutual promises and benefits to be derived from this
Agreement, the Company and the Consultant hereby agree as follows:
1. Appointment,
Services.
(a) Effective
upon April 8, 2009, the Company retains Consultant to render management
consulting services, as described below, to the Company for a period terminating
on December 31, 2009 (the “Term”).
(b) During
the Term, Consultant shall render to the Company management consulting advice
and assume the role of Secretary of the company and Director of the Company., as
well as other functions related to management services as shall reasonably be
requested by the Board of Directors of the Company in connection with the
operation of the business of the Company.
(c) Consultant
shall not be required to be based in any particular location to perform its
duties hereunder.
2. Payments to
Consultant.
The Company shall issue the Consultant
One Million Shares (1,000,000) of the Company’s Common Stock.
Consultant understands and agrees that
(i) Consultant will not be treated as an employee of the Company for federal tax
purposes; (ii) Company will not withhold on behalf of Consultant, pursuant to
this Agreement, any sums for income tax, unemployment insurance, social
security, or any other withholding pursuant to any law or requirement of any
governmental body relating to Consultant, (iii) all of such payments,
withholdings, and benefits, if any, are the sole responsibility of Consultant;
and (iv) Consultant will indemnify and hold Company harmless from any and all
loss or liability arising with respect to such payments, withholdings, and
benefits, if any. In the event the Internal Revenue Service or any
other governmental agency should question or challenge the independent
contractor status of Consultant the parties agree that Consultant and Company
shall have the right to participate in any discussion or negotiation occurring
with such agency or agencies, irrespective of who initiates the discussion or
negotiations.
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3. Confidential
Information.
The parties hereto recognize that a
major need of the Company is to preserve its specialized knowledge, trade
secrets, and confidential information. The strength and goodwill of
the Company is derived from the specialized knowledge, trade secrets, and
confidential information generated from experience with the activities
undertaken by the Company and its subsidiaries. The disclosure of
this information and knowledge to competitors would be beneficial to them and
detrimental to the Company, as would the disclosure of information about the
marketing practices, pricing practices, costs, profit margins, design
specifications, analytical techniques, and similar items of the Company and its
subsidiaries. By reason of being a Consultant to the Company,
Consultant has or will have access to, and will obtain, specialized knowledge,
trade secrets and confidential information about the Company's operations and
the operations of its subsidiaries, which operations extend through the United
States. Therefore, Consultant hereby agrees as follows, recognizing
that the Company is relying on these agreements in entering into this
Agreement:
(a) During
and after the Term, Consultant will not use, disclose to others, or publish any
inventions or any confidential business information about the affairs of the
Company, including but not limited to confidential information concerning the
Company's products, methods, engineering designs and standards, analytical
techniques, technical information, customer information, employee information,
and other confidential information acquired by him in the course of his past or
future services for the Company. Consultant agrees to hold as the
Company's property all memoranda, books, papers, letters, formulas and other
data, and all copies thereof and therefrom, in any way relating to the Company's
business and affairs, whether made by him or otherwise coming into his
possession, and on termination of his employment or on demand of the Company, at
any time, to deliver the same to the Company within twenty four hours of such
termination or demand in writing.
4. Indemnification.
The
Company shall defend, indemnify and hold harmless Consultant, its affiliates,
and each of their officers, directors, shareholders, employees and agents
against any and all expenses, liabilities, costs, risks, and threats (including,
but not limited to, all expenses of defense and investigation relating thereto),
arising out of or related to this Agreement. The Company shall have
no obligation to indemnify and hold Consultant harmless for any such legal or
other expense, loss, claim, damage, liability, alleged damage or alleged
liability resulting from the recklessness or bad faith of the Consultant in
performing the services which are the subject of this Agreement. The Company
shall be responsible for and shall reimburse Consultant for all attorney’s fees
or costs incurred in enforcing the indemnity obligations set forth in this
paragraph. The obligations of the Company under this paragraph shall be in
addition to any liability that the Company may otherwise have. The
provisions set forth in this paragraph shall survive any termination of this
agreement.
If for
any reason the foregoing indemnification is unavailable to the Consultant or
insufficient to hold it harmless, then the Company shall contribute to the
amount paid or payable by the Consultant as a result of such loss, claim,
damage, liability, alleged damage or alleged liability in such proportion as is
appropriate to reflect not only the relative benefits received by the Company
and its stockholders on the one hand and the Consultant on the other hand but
also the relative fault of the Company and the Consultant, as well as any
relevant equitable considerations. In any instance in which the Company has
indemnified the Consultant pursuant hereto and the Consultant recovers from
third parties all or any part of the amount so indemnified by the Company, the
Consultant shall promptly pay over to the Company the amount so
recovered. The provisions set forth in this section shall survive any
termination of the authorization provided by this letter agreement.
7. Severability.
The
provisions hereof shall be considered severable in the event that any of such
provisions are held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable and the remaining provisions hereof shall remain
enforceable to the fullest extent permitted by law.
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8. Entire Agreement;
Amendment.
This Agreement contains the entire
agreement between the Company and the Consultant with respect to the subject
matter thereof. This Agreement may not be amended, waived, changed, modified or
discharged except by an instrument in writing.
9. Notices.
All notices, request demands and other
communications hereunder shall be in writing and shall be deemed to have duly
given if delivered or mailed, postage prepaid, first class as
follows:
|
To
the Company:
China
America Holdings.
000
X. Xxxxxx Xxxx
Xxxxxxxx,
Xxxxx 000000
ATTN: Shaoyin
Wang
|
To
the Consultant:
Dore
Perler
|
and/or to
such other persons and addresses as any party shall have specified in writing to
the other.
11. Governing
Law.
This Agreement shall be governed by and
construed under the laws of the State of Florida.
12. Waiver and Further
Agreement.
Any waiver of any breach of any terms
or conditions of this Agreement shall not operate as a waiver of any other
breach of such terms or conditions or any other term or condition, nor shall any
failure to enforce any provision hereof operate as a waiver of such provision or
of any other provision hereof.
13. Heading of No
Effect.
The paragraph headings contained in
this Agreement are for reference purposes only and shall not in any way affect
the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above
written.
By:
/s/ Shaoyin
Wang
Shaoyin Wang
CEO/President
Consultant
By:
/s/ Dore
Perler
Dore Perler
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