Independent Contractor Agreement
Exhibit
99.1
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ChinaTel
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1. Parties
This
Independent Contractor Agreement ("Agreement") is between China Tel Group, Inc.
("ChinaTel") and Forum Group ("Independent Contractor").
2. Term
of this Agreement
The term
of this Agreement shall be for three (3) years, effective as of May 1, 2009 and
expiring April 30, 2012; provided, however, either party shall have the right to
terminate this Agreement by providing the other party thirty (30) days prior
written notice of its intention to terminate this Agreement ("Notice Termination
Period"). During the Notice Termination Period, Independent Contractor shall be
entitled to receive its Independent Contractor Fee and have its expenses
reimbursed by ChinaTel in accordance with the provisions of Sections 4 and 11 of
this Agreement. While contracts such as this have been renewed in the past for
other Independent Contractors of ChinaTel, renewals depend upon the current
needs of ChinaTel. The past pattern or practice of ChinaTel in renewing
Independent Contractor Agreements is no assurance that this Agreement will be
renewed beyond its stated term.
3.
Services to be Performed by Independent Contractor
Independent
Contractor shall perform the following professional consulting services
("Services") of the following general description as an independent contractor
to ChinaTel: Mergers and acquisitions of companies and various entities in the
wireless broadband telecommunications business sector worldwide.
4. Payment
ChinaTel
shall pay Independent Contractor for the Services at the rate of $7,500.00 per
month ("Independent Contractor Fee"). Independent Contractor or its nominee
shall also receive 900,000 shares of ChinaTel common stock within thirty (30)
days of this Agreement being fully signed by the parties. The shares shall be
deemed immediately fully paid and non-assessable. Forum shall receive the shares
on its name and/or on a person and/or entity of its choice and In any case shall
have the right to transfer the shares in Its own discretion to any third party.
Within ten (10) days after the end of each calendar month during the term of
this Agreement, Independent Contractor shall submit an invoice to ChinaTel
describing the Services provided, and identifying the amount of compensation due
Independent Contractor for the Services. ChinaTel shall pay Independent
Contractor's invoice for the Services performed within thirty (30) days of
receipt thereof by ChinaTel.
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5. State
and Federal Taxes
Independent
Contractor shall assume full responsibility for the payment of any taxes (or any
other obligations or payments) that may be claimed as owed by any unit of
government, as a result of remuneration paid to Independent Contractor for the
performance of the Services, This includes income, Social Security, Medicare and
self-employment taxes. Independent Contractor shall also pay all unemployment
contributions related to the performance of the Services. Independent Contractor
shall defend and indemnify ChinaTel with regard to any such
payments.
6. Fringe
Benefits
Independent
Contractor shall not be eligible to receive any employee benefits from ChinaTel,
including, but not limited to, medical, dental, vision, long-term disability,
accidental death and dismemberment, flexible spending account, mental health
services, family and medical care leave benefits, vacation benefits and
participation in any ChinaTel 401 (k) plan.
7. Independent
Contractor Status
The
parties intend Independent Contractor to act as an independent contractor in the
performance of the Services. Independent Contractor shall have the right to
control and determine the methods and means of performing the Services.
Independent Contractor shall use his own expertise and judgment in performing
the Services, recognizing that ChinaTel is relying on Independent Contractor to
consult, when appropriate, with employees of ChinaTel and its subsidiaries and
affiliated companies.
8. Other
Clients of Independent Contractor
ChinaTel
understands that, in addition to providing services to ChinaTel on its matters,
Independent Contractor may be retained, directly or indirectly, by other
entities or individuals to provide services separate and apart from the
Services. Independent Contractor shall be responsible for following appropriate
procedures to avoid any breach of client confidentiality or any conflicts of
interest on the part of Independent Contractor which regard to the performance
of the Services. These procedures include, but are not limited to, the
following:
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a.
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The
parties associated with any matter for which Independent Contractor is
retained outside of the Services must be processed in advance for
conflicts with ChinaTel and any of its subsidiaries and affiliated
companies (collectively, "ChinaTel Group"). If a conflict of interest
exists or appears to exist, Independent Contractor shall not perform any
services for such third party, unless and until the conflict is
resolved.
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b.
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Independent
Contractor shall use Independent Contractor's own letterhead and business
cards, and not those of ChinaTel, when providing service to its clients
outside of this Agreement. Independent Contractor's shall use Independent
Contractor's own letterhead for engagement letters and all other
correspondence on matters not associated with the
Services.
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c.
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Independent
Contractor shall not utilize any ChinaTel personnel or resources on any
matters for a client outside of this Agreement. Should Independent
Contractor desire to utilize the services of such personnel or resources
on any such matter, Independent Contractor must first obtain prior written
approval from the Chief Executive Officer of
ChinaTel.
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d.
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Independent
Contractor shall xxxx any client not associated with this Agreement using
Independent Contractor's own letterhead or billing
form.
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e.
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Independent
Contractor shall not discuss with his other clients the Services being
performed pursuant to this Agreement; likewise, Independent Contractor
shall not discuss with any ChinaTel personnel issues pertaining to
Independent Contractor's work for his other
clients.
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9. Assistants
Independent
Contractor, at Independent Contractor's sole expense, may employ assistants as
Independent Contractor deems appropriate to perform the Services. Independent
Contractor shall be responsible for paying these assistants and expenses
attributable to them, including income, Social Security, Medicare taxes and
unemployment contributions. Independent Contractor shall maintain Worker's
Compensation Insurance for all his employees in connection with their work on
the Services.
10. Equipment
and Supplies
Independent
Contractor, at Independent Contractor's sole expense, shall provide all
equipment, tools and supplies necessary to perform the Service.
11. Expenses
In
addition to the Independent Contractor's Fee, Independent Contractor shall be
entitled reimbursement by ChinaTel for all reasonable travel and other
out-of-pocket expenses directly related to the Services Independent Contractor
provides to ChinaTel; provided, however, such expenses shall be limited to
$9,000.00 per month without the prior written consent by ChinaTel's Chief
Executive Officer. Within ten (10) days after the end of each calendar month
during the term of this Agreement, Independent Contractor shall submit an
expense reimbursement form to ChinaTel describing the reimbursable expenses
being sought by Independent Contractor and providing receipts for such expenses.
ChinaTel shall provide to Independent Contractor the expense reimbursement form
to utilize in obtaining reimbursement for its reimbursable expenses. ChinaTel
shall pay Independent Contractor's approved reimbursable expenses within thirty
(30) days of receipt thereof by ChinaTel of the expense reimbursement
form.
12. Confidential
Information
In order
to assist Independent Contractor in the performance of the Services, ChinaTel
may supply Independent
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Contractor,
from time to time, with information concerning ChinaTel and the ChinaTel Group,
and their respective customers and suppliers, hereinafter referred to as
"Confidential Information." Independent Contractor shall hold confidential and
not disclose to others, either directly or indirectly, any and all Confidential
Information, propriety information, technical data, trade secrets or know-how,
including, but not limited to, research, product plans, products,
services, customers, customer lists, markets, software, developments,
inventions, processes, formulas, technology, designs, financial data and other
business information which may be learned from ChinaTel and/or the ChinaTel
Group before and during the term of this Agreement, unless the same have been
furnished directly to Independent Contractor by ChinaTel and Independent
Contractor is advised in writing by ChinaTel that such information is not
Confidential Information. Independent Contractor acknowledges that the terms and
conditions of this Agreement are deemed confidential by ChinaTel and agrees not
to disclose any information regarding it to any third party, without ChinaTel's
prior written consent. All documents containing Confidential Information shall
be returned to ChinaTel, and no copies shall be retained by Independent
Contractor on the termination or expiration of this Agreement. Not withstanding
the foregoing, such duty of confidentiality shall not extend to information
which is or comes into the public domain, is rightfully obtained for third
parties under a duty of confidentiality, or which is independently developed
without reference to ChinaTel's Confidential Information. The duties of
confidentiality imposed by this Agreement shall survive any termination or
expiration of this Agreement for a period of three (3) years. All data and
information developed by Independent Contractor (including notes, summaries, and
reports), while performing the Services, shall be kept strictly confidential and
shall not be revealed to third parties, without ChinaTel's prior written consent
thereto. All such data and information shall be delivered to ChinaTel by
Independent Contractor at ChinaTel's request.
13. Dispute
Resolution
If a
dispute arises relating to this Agreement or the termination thereof, claims for
breach of contract or breach of the covenant of good faith and fair dealing,
claims of discrimination or any other claims under any federal, state or local
law or regulation now In existence or hereinafter enacted, and as amended from
time to time ("Dispute), the parties shall attempt in good faith to settle the
Dispute through mediation conducted by a mediator to be mutually selected by the
parties. The parties shall share the costs of the mediator equally. Each party
shall cooperate fully and fairly with the mediator, and shall reach a mutually
satisfactory compromise of the Dispute. If the Dispute is not resolved within
thirty (30) days after it is referred to the mediator, it shall be resolved
through final and binding arbitration, as specified in this Section
13.
Binding
arbitration shall be conducted by the Judicial Arbitration and Mediation
Services, Inc. ("JAMS"), sitting in Orange County; California, for resolution by
a single arbitrator acceptable to both parties. If the parties fail to agree to
an arbitrator within ten (10) days of a written demand for arbitration being
sent by one party to the other party, then JAMS shall select the arbitrator
according to the JAMS Rules for Commercial Arbitration. The arbitration shall be
conducted pursuant to the California Code of Civil Procedure and the California
Code of Evidence. The award of such arbitrator shall be final and binding on the
parties, and may be enforced by any court of competent jurisdiction. In the
event of arbitration to resolve a Dispute, the prevailing party shall be
entitled to recover its attorney's fees and other out-of-pocket costs incurred
in connection therewith from any non-prevailing party involved
therein.
14. Assignment
of the Agreement; Delegation of Responsibilities; Successors and
Assignees
Independent
Contractor shall not assign any of his rights under this Agreement or delegate
any of his responsibilities without the prior written consent of ChinaTel, which
may be exercised in its sole discretion. This Agreement binds and benefits the
heirs, successors and assignees of the parties to this Agreement, subject to the
prohibition on assignments contained in this Section 14.
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15. Notices
All
notices, requests and demands to or upon a party hereto, to be effective, shall
be in writing and shall be sent: (I) certified or registered mail, return
receipt requested; (ii) by personal delivery against receipt; (iii) by overnight
courier; or (iv) by facsimile and, unless otherwise expressly provided herein,
shall be deemed to have been validly served, given, delivered and received: (a)
on the date indicated on the receipt, when delivered by personal delivery
against receipt or by certified or registered mail; (b) one business day after
deposit with an overnight courier; or (c) in the case of facsimile notice, when
sent. Notices shall be addressed as follows:
ChinaTel
Group, Inc.
0000Xxxxxx
Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx,
Xxxxxxxxxx 00000
Fax No.
(000) 000-0000
Attention:
Xxxxxxx X. Xxxxxxxx, Esq.
Forum
Group
PARDESS
BAR, & CO. - LAW OFFICES,
12Ha'hilazon
St., Ramat Gan,
X.X.Xxx
00000,
Xxx-Xxxx
Xxxxxx
00000
Fax No.
000-0-000-0000
Attention:
Adv. Xxxxx Xxxxxxx
16. Governing
Law
This
Agreement shall be governed by and construed in accordance with the laws of the
State of California, without resort to California's conflict-of-laws
rules.
17. Counterparts
This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original copy of this Agreement and all of which, when taken
together, shall be deemed to be one and the same agreement.
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18. Waiver
If one
party waives any term or provision of this Agreement at any time, that waiver
will be effective only for the specific instance and specific purpose for which
the waiver was given. If either party fails to exercise or delays exercising any
of his or her rights or remedies under this Agreement, the party retains the
right to enforce that term or provision at a later time.
19. Severability
If any
court determines that any provision of this Agreement is invalid or
unenforceable, any invalidity or unenforceability will affect only that
provision and will not make any other provision of this Agreement invalid or
unenforceable, and such provision shall be modified, amended or limited only to
the extent of necessary to render it valid and enforceable.
20. Entire
Agreement and Modification
This
Agreement supersedes all prior agreements between the parties with respect to
its subject matter and constitutes
a complete and exclusive statement of the terms of this Agreement with respect
to its subject matter. This Agreement may not be amended, except in writing
signed by both parties.
Dated:
May 7, 2009
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