Exhibit 10.20
CONSULTING AND MANAGEMENT AGREEMENT
Consulting and Management Agreement ("Agreement") made the 1st day
of January 2007 by and between Linkwell Corp., a Florida corporation ("LWLL"),
and China Direct Investments, Inc., a Florida corporation, a wholly owned
subsidiary of China Direct, Inc., located at 0000 X. Xxxxxxx Xxx, Xxxxx 000
Xxxx Xxxxx, XX 00000 ("CDI" or the "Consultant").
W I T N E S S E T H:
A. LWLL desires to engage the services of Consultant as its representative in
the United States. As the U.S. representative, LWLL will look to the Consultant
for advice as it relates to general business affairs and customs in the United
States.
Consultant is desirous of performing such services on behalf of LWLL.
B. NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, the parties hereto agree as follows:
1. Consulting Services.
a Upon the terms and subject to the conditions contained in this Agreement,
Consultant hereby agrees that he shall, during the term of this Agreement, will
undertake the performance of services as outlined in this Agreement.
b Upon the terms and subject to the conditions contained in this Agreement,
Consultant hereby agrees that he shall, during the term of this Agreement, will
support the Company in the following areas:
i. General business consulting
ii. Translation of Chinese/English documents
iii. Management of professional resources, i.e. legal and
accounting services
iv. Identification and evaluation of potential mergers and
acquisitions
v. Assist in the creation of marketing plans
vi. Coordination of public disclosures
vii. Introduction to and assessment of potential sources of investment
capital
viii. US representative offices
2. Term. The Agreement shall be for a term of thirty-six (36) months from the
date hereof. This Agreement may be extended for an additional twelve (12) months
by LWLL upon the mutual agreement of both LWLL and the Consultant.
3. Compensation. LWLL shall pay the following compensation to Consultant in
consideration for the services to be rendered hereunder:
a The Company shall issue to Consultant 4.7 million shares of LWLL common stock.
2.5 million shares will be under 2006 equity compensation plan and 2.2 million
shares will be restricted. b The Company shall pay consultant certain bonus from
time to time in cash or stock upon mutual agreement. 4. Breach of Contract. The
sole remedy of this contract in respect of any material breach of this Agreement
by Consultant shall be to terminate this Agreement upon the giving of thirty
(30) days' prior written notice, but no such termination shall affect the fees
payable pursuant to Paragraphs 3 hereof.
5. Indemnification. Consultant shall not be liable to the Company or to any
officer, director, employee, stockholders, or creditor of the Company, for any
act or omission in the course of or in connection with the provision of advice
or assistance hereunder. The Company agrees to and shall defend, indemnify and
hold China Direct Investments, Inc. harmless from and against any and all suits,
claims, demand, causes of action, judgment damages, expenses and liability
(including court costs and attorney's fees paid in the defense of China Direct
Investments, Inc.) which may in any way result from services provided by China
Direct Investments, Inc. pursuant to or in connection with this Agreement.
6. Termination. Either party may terminate this Agreement upon the giving of
thirty (30) days' prior written notice, but no such termination shall affect the
fees payable pursuant to Paragraphs 3 hereof.
7. Subcontractors. This Agreement shall be assignable by Consultant solely upon
the consent of Consultant. LWLL acknowledges that from time to time, Consultant
may enlist a subcontractor to perform some of the services provided to Customer.
In the event services to be performed as outlined in this Agreement are
subcontracted to a third party, the third party shall accept responsibility for
the performance of such activities. Consultant will cease to bear any
responsibility related to the performance of subcontracted services; however the
Consultant will act as liaison between the subcontractor and LWLL, to monitor
the performance of services to be provided by any third party.
8. Entire Agreement. This Agreement contains the entire agreement among the
parties with respect to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto.
9. Waivers and Amendments. This Agreement may be amended, modified, superseded,
cancelled, renewed or extended, and the terms and conditions hereof may be
waived, only by a written instrument signed by the parties or, in the case of a
waiver, by the party waiving compliance. No delay on the part of any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any party of any right, power or
privilege hereunder, nor any single or partial exercise of any right, power or
privilege hereunder, preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder. The rights and
remedies herein provided are cumulative and are not exclusive of any rights or
remedies which any party may otherwise have at law or in equity.
10. Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Florida applicable to agreements made and to be
performed entirely within such State.
11. Severability of Provisions. The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or other provision
of this Agreement shall in no way affect the validity or enforcement of any
other provision or any part thereof.
12. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed, shall constitute an original copy hereof, but
all of which together shall consider but one and the same document.
13. Other Activities. Nothing contained herein shall prevent Consultant from
acquiring or participating in a transaction of any kind with any other entity
proposed by Consultant to be acquired by LWLL. Such transaction may be acquired
at a price and upon terms and conditions more or less favorable than those
offered to LWLL.
14. Disclaimer. Consultant acknowledges that he has relied upon the information
provided by LWLL. Consultant has in entering into this Agreement, relied on the
warranties or representations made by LWLL, its officers, directors, agents,
legal counsel or accountants concerning SUWN and/or its stock as to matters
past, present or future.
15. Natural Disaster. In the event that any obligation of either party is
prevented or delayed by circumstances of natural disaster, such party will be
excused from any failure to perform any such obligation under this Agreement to
the extent that such failure is caused by any such circumstances.
16. Notices. All notices to be given hereunder shall be in writing, with fax
notices being an acceptable substitute for mail and/or and delivery to:
Consultant: Company:
Xxxxx Xxxx, PhD.
CEO, Eastern Operations Linkwell Corp
China Direct Investments, Inc. Xx. 000 Xxxxx Xxxxxx Xxxx
5301 N. Federal Highway, Suite 120 Xxxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxx 000000
Xxxx Xxxxx, XX 00000 Telephone: (00) 00-00000000
000.000.0000 phone
000.000.0000 Fax
xxxxx@xxxx.xxx email
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
Linkwell Corp China Direct Investments, Inc.
/s/ Xuelian Bian_______________________ /s/ Xxxxx Wang________________
Xxxxxxx Xxxx Xxxxx Xxxx
-------------------
[Print name] [Print name]
CEO CEO, Eastern Operations
[Title] [Title]
