Contract
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EXHIBIT
10.1
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C O N S U L T I N G A G R E E M E N T
AGREEMENT made as of the 11th day of
March by and between CHINA TEL GROUP INC., maintaining its principal offices
at 0000 Xxxxxx Xxxxxx Xxxxx Xxxxx 000 Xxxxxx, XX 00000 (hereinafter
referred to as "CHINATEL") and STRATEGIC PARTNERS CONSULTING, LLC maintaining
his principal offices at 00 Xxxxxx Xxxx Xxxxxxx, XX 00000 (hereinafter referred
as "STRATEGIC").
W
I T N E S S E T H:
WHEREAS, STRATEGIC is engaged in the
business of financial consulting services and has knowledge, expertise and
personnel to render the requisite services to CHINATEL; and
WHEREAS, CHINATEL is desirous of
retaining STRATEGIC for the purpose of obtaining these services so as to better,
more fully and more effectively present itself in the financial services
community.
NOW, THEREFORE, in consideration of the
premises and of the mutual covenants and agreements contained herein, it is
agreed as follows:
I. Engagement of
STRATEGIC. CHINATEL herewith engages STRATEGIC and STRATEGIC agrees
to render to CHINATEL financial consulting services which would include
evaluating various business strategies and recommending changes where
appropriate and also critically evaluate CHINATEL’s performance in view of its
corporate planning and business objectives.
A. The
consulting services to be provided by the STRATEGIC shall include, but are not
limited to, the development, implementation and maintenance of a sound financial
advisory strategy which would include:
1. Corporate Planning--(a) develop an
in-depth familiarization with CHINATEL's business objectives and bring to its
attention potential or actual opportunities which meet those objectives or
logical extensions thereof, (b) alert the CHINATEL to new or emerging high
potential forms of production and distribution which could either be acquired or
developed internally, (c) comment on CHINATEL's corporate development including
such factors as position in competitive environment, financial performances vs.
competition, strategies, operational viability, etc., and (d) identify
prospective suitable merger or acquisition candidates for the CHINATEL, perform
appropriate diligence investigations with respect thereto, advise the CHINATEL
with respect to the desirability of pursuing such candidates, and assist the
CHINATEL in any negotiations which may ensue there from.
B. The services to be rendered by
STRATEGIC to the CHINATEL shall under NO circumstances include the
following:
1. Any activities which
could be deemed by the Securities and Exchange Commission to constitute
investment banking or any other activities required by STRATEGIC to
be registered as a broker-dealer under the Securities Act of 1934.
2. Any activities which
could be deemed to be in connection with the offer or sale of securities in a
capital-raising transaction.
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C. CHINATEL
acknowledges that STRATEGIC will devote such time as is reasonably necessary to
perform the services for CHINATEL, having due regard for STRATEGIC's commitments
and obligations to other businesses for which it performs consulting
services.
II.
Compensation and Expense Reimbursement.
A. CHINATEL
will pay STRATEGIC, as compensation for the services provided for in
this Agreement and as reimbursement for expenses incurred by STRATEGIC on
CHINATEL's behalf, in the manner set forth in Schedule A annexed to this
Agreement which Schedule is incorporated herein by reference.
Term and Termination. This
Agreement shall be for a period of six months commencing March 11th, 2009 and
terminating September 11th, 2009.
Treatment of Confidential
Information. STRATEGIC shall not disclose, without the consent
of CHINATEL, any financial and business information concerning the business,
affairs, plans and programs of CHINATEL which are delivered by CHINATEL to
STRATEGIC in connection with STRATEGIC's services hereunder, provided
such information is plainly and prominently marked in writing by CHINATEL as
being confidential (the "Confidential Information"). That STRATEGIC
will not be bound by the foregoing limitation in the event (i) the Confidential
Information is otherwise disseminated and becomes public information or (ii)
that STRATEGIC is required to disclose the Confidential Informational pursuant
to a subpoena or other judicial order.
Indemnification by CHINATEL as to
information provided to STRATEGIC. CHINATEL acknowledges that
STRATEGIC, in the performance of its duties, will be required to rely upon the
accuracy and completeness of information supplied to it by CHINATEL's officers,
directors, agents and/or employees. CHINATEL agrees to indemnify,
hold harmless and defend STRATEGIC, its officers, agents and/or employees from
any proceeding or suit which arises out of or is due to the inaccuracy or
incompleteness of any material or information supplied by CHINATEL to
STRATEGIC.
Independent Contractor. It
is expressly agreed that STRATEGIC is acting as an independent contractor in
performing its services hereunder. CHINATEL shall carry no workers
compensation insurance or any health or accident insurance on STRATEGIC or
consultant's employees. CHINATEL shall not pay any contributions to social
security, unemployment insurance, Federal or state withholding taxes nor provide
any other contributions or benefits which might be customary in an
employer-employee relationship.
Assignment. This
Agreement may be assigned all or in part by STRATEGIC without the written
consent of the other party.
Notices. Any notice to be
given by either party to the other hereunder shall be sufficient if in writing
and sent by registered or certified mail, return receipt requested, addressed to
such party at the address specified on the first page of this Agreement or such
other address as either party may have given to the other in
writing.
Entire Agreement. The within
agreement contains the entire agreement and understanding between the parties
and supersedes all prior negotiations, agreements and discussions concerning the
subject matter hereof.
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Modification and
Waiver. This Agreement may not be altered or modified except by
writing signed by each of the respective parties hereof. No breach or
violation of this Agreement shall be waived except in writing executed by the
party granting such waiver.
Law to Govern; Forum for
Disputes. This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts without giving effect to the principle of conflict
of laws. Each party acknowledges to the other that courts within the
City of Boston, Massachusetts shall be the sole and exclusive forum to
adjudicate any disputes arising under this agreement.
Cancellation. This agreement
may be cancelled by CHINATEL with seven days written notice and that all
prorated shares will be returned to CHINATEL upon such
cancellation.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first written above.
By: ____________________________
STRATEGIC PARTNERS CONSULTING,
LLC
By: ____________________________
CHINA TEL GROUP, INC.
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SCHEDULE
A-1
PAYMENT
FOR SERVICES
AND
REIMBURSEMENT OF EXPENSES
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A.
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For
the services to be rendered and performed by STRATEGIC during the term of
the Agreement, CHINATEL agrees to pay to STRATEGIC, 2,300,000 shares
(Two-Million Three Hundred Thousand shares) of CHINA TEL GROUP, INC.
restricted common stock issued in two traunches, with the first traunch of
1,300,000 shares to be received within 10 days of the signing of this
agreement and the remaining 1,000,000 shares to be received within 45 days
of the signing of this agreement. All shares issued will have
Piggy-Back Rights of registration or after any period applicable under
Rule 144, CHINATEL will have an attorney issue an opinion letter for the
removal of the legend and release all stock transfer instructions on such
stock except as may be required under state or federal securities
laws.
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B.
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STRATEGIC
agrees that all expenses must be approved in advance by CHINA TEL and that
STRATEGIC may invoice CHINA TEL for those expenses upon and only with the
approval of CHINA TEL.
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By: __________________________________
STRATEGIC
PARTNERS CONSULTING, LLC
By: ___________________________________
CHINA TEL
GROUP, INC..
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