CONSULTING AGREEMENT
Exhibit
10.8
THIS
CONSULTING AGREEMENT (the “Agreement”) is entered into on July __, 2008, to be
effective as of November 29, 2007 (the “Effective Date”), by and
between Mopie (BVI) Limited, a British Virgin Islands company, with its business
address located at X.X. Xxx 000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx and
its subsidiaries (the “Company”); and Private Capital Group (BVI) Limited a
British Virgin Island company, having its Hong Kong business mailing address
located at Xxxxx 0000, Xxxxxxx Xxxxx, 00 Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (the
“Consultant”), each a “Party,” and collectively the “Parties”.
W I T N E S S E T H:
WHEREAS, the Parties
previously entered into a Letter Agreement on or around October 9, 2007 (the
“Prior Agreement”);
WHEREAS, the Consultant was
previously issued 800,000 shares of the Company’s ordinary shares on or around
November 29, 2007 (the “Shares”) in consideration for the Consultant forming the
Company and paying certain expenses on the Company’s behalf, which Shares were
fully paid, validly issued and non-assessable upon their issuance;
WHEREAS, the Parties desire to
enter into this Agreement to set forth the terms and conditions pursuant to
which the Consultant will agree to perform consulting services on behalf of the
Company; and
NOW, THEREFORE, in
consideration for the promises and pledges contained below and other good and
valuable consideration, which consideration the Parties acknowledge receipt of,
and the premises and the mutual covenants, agreements, and considerations herein
contained, the Parties hereto agree as follows:
ARTICLE
1: SCOPE OF WORK
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1.1
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Services. The Company
has engaged the Consultant to provide services in connection with the
Company’s business. The Consultant shall serve as a business
advisor to the Company and render such services as may be reasonably
requested by the Company including, without limitation to strategic
planning, merger, acquisition possibilities and business development
activities of the Company in order to assist the Company in attempting to
formulate the best strategy to meet the Company’s marketing
needs.
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1.2
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Confidentiality. In
order for the Consultant to perform the consulting services, it may be
necessary for the Company to provide the Consultant with “Confidential
Information” regarding the Company’s business and services. The
Company will rely heavily upon the Consultant’s integrity and prudent
judgment to use this Confidential Information only in the best interests
of the Company and to keep such information confidential, which
confidentiality shall survive the termination of this
Agreement.
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ARTICLE
2: COMPENSATION FOR CONSULTING SERVICES
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2.1
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Compensation. The
Company has agreed to compensate the Consultant with two hundred thousand
dollars ($200,000 USD) in a lump sum due upon the Company completing a
listing on the Over-The-Counter Bulletin Board
(“OTCBB”).
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2.2
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The
Company shall pay to the Consultant the amount of two thousand five
hundred US dollars ($2,500.00 USD) per month for services rendered to the
Company under this Agreement payable in advance on the 1st
of every month.
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2.3
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In
the event that the Company completes any Transaction involving the amount
of two million dollars ($2,000,000.00 USD) or more, then the Company
agrees to raise the amount of the monthly retainer fee to seven thousand
five hundred dollars ($7,500.00 USD) upon closing, payable monthly in
advance on the 1st
of every month until the completion of the term of this
Agreement.
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2.4
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The
Consultant has also agreed to cancel 300,000 of the Shares which it holds
in the Company in connection with the Parties’ entry into this Agreement,
effective as of the Effective Date, the result of which will be that the
Consultant holds 500,000 of the Company’s ordinary shares following the
Effective Date of this Agreement.
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ARTICLE
3: TERM AND TERMINATION
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3.1
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Term. This
Agreement shall be effective as of the Effective Date; however, no
payments shall be due from the Company (pursuant to Article 2 above) until
August 1, 2008 (and continuing forward) and the Agreement shall continue
in full force and effect until July 31, 2011. The Company and
the Consultant may negotiate to extend the term of this Agreement and the
terms and conditions under which the relationship shall
continue.
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3.2
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Termination. This
Agreement and the Consultant’s engagement hereunder shall not be
terminated by the Company under any circumstances nor for any reason
whatsoever, unless the Consultant has conducted gross negligence or
willful misconduct against the Company. The Agreement may be terminated by
the Consultant upon the Company’s gross negligence or willful misconduct
and/or upon the mutual consent of the
Parties.
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ARTICLE
4: CONFIDENTIAL INFORMATION
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4.1
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Obligation of
Confidentiality. In performing consulting services under
this Agreement, the Consultant may be exposed to and will be required to
use certain “Confidential Information” of the Company. The
Consultant agrees that the Consultant will not and the Consultant’s
employees, agents or representatives will not use, directly or indirectly,
such Confidential Information for the benefit of any person, entity or
organization other than the Company, or disclose such Confidential
Information without the written authorization of the CEO of the Company,
either during or after the term of this Agreement, for as long as such
information retains the characteristics of Confidential
Information.
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ARTICLE
5: GENERAL PROVISIONS
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5.1
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Construction of Terms. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions. |
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5.2
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Governing
Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York,
USA.
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5.3
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Complete
Agreement. This Agreement constitutes the complete
agreement and sets forth the entire understanding and agreement of the
parties as to the subject matter of this Agreement and supersedes all
prior discussions, agreements (including, but not limited to the Prior
Agreement) and understandings in respect to the subject of this Agreement,
whether written or oral.
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5.4
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Modification. No
modification or attempted waiver of this Agreement, or any provision
thereof, shall be valid unless agreed by both parties in
writing.
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5.5
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Effect of Facsimile and
Photocopied Signatures. This Agreement may be executed in several
counterparts, each of which is an original. It shall not be
necessary in making proof of this Agreement or any counterpart hereof to
produce or account for any of the other counterparts. A copy of
this Agreement signed by one Party and faxed to another Party shall be
deemed to have been executed and delivered by the signing Party as though
an original. A photocopy of this Agreement shall be effective
as an original for all purposes.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective
as of the Effective Date first written above.
MOPIE
(BVI) LIMITED
By: /s/ Tan Xxx Xxxx
Name: Tan
Xxx Xxxx
Title:
CEO, Director
PRIVATE
CAPITAL GROUP (BVI) LIMITED
By: /s/ Xxxxxxx Xxxxxxxxx
Name:
Xxxxxxx Xxxxxxxxx
Title:
Director
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