{"id":38651,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consultancy-agreement-sina-com-and-bruno-wu.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consultancy-agreement-sina-com-and-bruno-wu","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consultancy-agreement-sina-com-and-bruno-wu.html","title":{"rendered":"Consultancy Agreement &#8211; Sina.com and Bruno Wu"},"content":{"rendered":"<pre>                                    SINA.COM\n\n                              CONSULTANCY AGREEMENT\n\n        This Consultancy Agreement (the \"Agreement\") is entered into by and\nbetween SINA.com, (the \"Company\"), a Cayman Islands company, and Bruno Wu\n(\"Consultant\").\n\n        1. CONSULTING RELATIONSHIP. During the term of this Agreement,\nConsultant will provide the Company consulting services (the \"Services\") as\nspecified by the Board of Directors or the chief executive officer of the\nCompany from time to time. Consultant shall use Consultant's best efforts to\nperform the Services such that the results are satisfactory to the Company.\nConsultant shall devote approximately 1\/2 of Consultant's time to performance of\nthe Services.\n\n        2. FEES. As consideration for the Services to be provided by Consultant\nand other obligations, the Company shall pay to Consultant a monthly amount of\nUS$8,333.33 (US$100,000 on an annualized basis) during the term of this\nAgreement in accordance with the Company's normal payment practices for\nconsultants. As additional consideration for the Services, the Company will\nprovide Consultant with such support facilities and space as may be required in\nthe Company's judgment to enable Consultant to properly perform the Services.\n\n        3. EXPENSES. Consultant shall not be authorized to incur on behalf of\nthe Company any expenses without the prior written consent of the Company's\nchief executive officer or chief financial officer. As a condition to receipt of\nreimbursement, Consultant shall be required to submit to the Company reasonable\nevidence that the amount involved was expended and related to Services provided\nunder this Agreement.\n\n        4. TERM AND TERMINATION. Consultant shall serve as a consultant to the\nCompany for a period commencing on September 21, 2001 and terminating on\nSeptember 20, 2004.\n\n        Should either party default in the performance of this Agreement or\nmaterially breach any of its obligations under this Agreement, including but not\nlimited to Consultant's obligations under the Confidential Information Agreement\nbetween the Company and Consultant referenced below in Section 8, the\nnon-breaching party may terminate this Agreement immediately if the breaching\nparty fails to cure the breach within five (5) business days after having\nreceived written notice by the non-breaching party of the breach or default.\n\n        Notwithstanding the above, either party may terminate this Agreement at\nany time upon thirty (30) days' written notice. In the event of such\ntermination, Consultant shall be paid for any portion of the Services that have\nbeen performed prior to the termination.\n\n        5. INDEPENDENT CONTRACTOR. Consultant's relationship with the Company\nwill be that of an independent contractor and not that of an employee.\n\n           (a) METHOD OF PROVISION OF SERVICES: Consultant shall be solely\nresponsible for determining the method, details and means of performing the\nServices.\n\n\n\n\n                                       1\n\n\nConsultant may, at Consultant's own expense, employ or engage the service of\nsuch employees or subcontractors as Consultant deems necessary to perform the\nServices required by this Agreement (the \"Assistants\"). Such Assistants are not\nthe employees of the Company and Consultant shall be wholly responsible for the\nprofessional performance of the Services by his Assistants such that the results\nare satisfactory to the Company. Consultant shall expressly advise the\nAssistants of the terms of this Agreement, and shall require each Assistant to\nexecute a Confidential Information Agreement substantially in the form attached\nto this Agreement as Exhibit A (the \"Confidentiality Agreement\").\n\n           (b) NO AUTHORITY TO BIND COMPANY. Neither Consultant, nor any\npartner, agent or employee of Consultant, has authority to enter into contracts\nthat bind the Company or create obligations on the part of the Company without\nthe prior written authorization of the Company.\n\n           (c) NO BENEFITS. Consultant acknowledges and agrees that, save for\nany employee share options which would be eligible to the employees\/consultants\nof the Company, Consultant will not be eligible for any Company employee\nbenefits and, to the extent Consultant otherwise would be eligible for any\nCompany employee benefits but for the express terms of this Agreement,\nConsultant hereby expressly declines to participate in such Company employee\nbenefits.\n\n           (d) WITHHOLDING; INDEMNIFICATION. Consultant shall have full\nresponsibility for applicable withholding taxes for all compensation paid to\nConsultant, its partners, agents or its employees under this Agreement, and for\ncompliance with all applicable labor and employment requirements with respect to\nConsultant's self-employment, sole proprietorship or other form of business\norganization, and Consultant's partners, agents and employees, including state\nworker's compensation insurance coverage requirements and any US immigration\nvisa requirements (provided that the Company shall avail all reasonable\nassistance to the Consultant if so requested). Consultant agrees to indemnify,\ndefend and hold the Company harmless from any liability for, or assessment of,\nany claims or penalties with respect to such withholding taxes, labor or\nemployment requirements, including any liability for, or assessment of,\nwithholding taxes imposed on the Company by the relevant taxing authorities with\nrespect to any compensation paid to Consultant or Consultant's partners, agents\nor its employees.\n\n        6. SUPERVISION OF CONSULTANT'S SERVICES. All of the Services to be\nperformed by Consultant, including but not limited to the Services, will be as\nagreed between Consultant and the Company's chief executive officer. Consultant\nwill be required to report to the Company's chief executive officer concerning\nthe Services performed under this Agreement. The nature and frequency of these\nreports will be left to the discretion of the Company's chief executive officer.\n\n        7. CONSULTING OR OTHER SERVICES FOR COMPETITORS. Consultant represents\nand warrants that Consultant does not presently perform or intend to perform,\nduring the term of the Agreement, consulting or other services for, or engage in\nor intend to engage in an employment relationship with, any businesses or\nproposed businesses in any way involve newspaper and magazine publishing, video\nor audio products distribution, satellite channel, internet broadband or\nnarrowband portal which would be competitive with the Company's products or\nservices, or those products or services proposed or in development by the\n\n\n\n\n                                       2\n\n\nCompany during the term of the Agreement (except for those companies, if any,\nlisted on Exhibit B attached hereto). If, however, Consultant decides to do so,\nConsultant agrees that, in advance of accepting such work, Consultant will\npromptly notify the Company in writing, specifying the organization with which\nConsultant proposes to consult, provide services, or become employed by and to\nprovide information sufficient to allow the Company to determine if such work\nwould conflict with the terms of this Agreement, including the terms of the\nConfidentiality Agreement, the interests of the Company or further services\nwhich the Company might request of Consultant. If the Company determines that\nsuch work conflicts with the terms of this Agreement, the Company reserves the\nright to terminate this Agreement immediately.\n\n        8. CONFIDENTIALITY AGREEMENT. Consultant shall sign, or has signed, a\nConfidential Information Agreement substantially in the form attached to this\nAgreement as Exhibit A (the \"Confidentiality Agreement\"), on or before September\n26, 2001. In the event that Consultant is an entity or otherwise will be causing\nindividuals in its employ or under its supervision to participate in the\nrendering of the Services, Consultant warrants that it shall cause each of such\nindividuals to execute a Confidentiality Agreement in the form attached as\nExhibit A.\n\n        9. CONFLICTS WITH THIS AGREEMENT. Consultant represents and warrants\nthat neither Consultant nor any of Consultant's partners, employees or agents is\nunder any pre-existing obligation in conflict or in any way inconsistent with\nthe provisions of this Agreement. Consultant represents and warrants that\nConsultant's performance of all the terms of this Agreement will not breach any\nagreement to keep in confidence proprietary information acquired by Consultant\nin confidence or in trust prior to commencement of this Agreement. Consultant\nwarrants that Consultant has the right to disclose and\/or or use all ideas,\nprocesses, techniques and other information, if any, which Consultant has gained\nfrom third parties, and which Consultant discloses to the Company or uses in the\ncourse of performance of this Agreement, without liability to such third\nparties. Notwithstanding the foregoing, Consultant agrees that Consultant shall\nnot bundle with or incorporate into any deliveries provided to the Company\nherewith any third party products, ideas, processes, or other techniques,\nwithout the express, written prior approval of the Company. Consultant\nrepresents and warrants that Consultant has not granted and will not grant any\nrights or licenses to any intellectual property or technology that would\nconflict with Consultant's obligations under this Agreement. Consultant will not\nknowingly infringe upon any copyright, patent, trade secret or other property\nright of any former client, employer or third party in the performance of the\nServices required by this Agreement.\n\n        9. INSURANCE. The Company shall provide the Consultant with the benefit\nof the Company's standard directors and officers insurance policy held by the\nCompany during the term of Consultant's directorship with the Company and shall,\nafter the Consultant is appointed as a director of the Company and at the\nrequest of the Consultant, enter into a directors' indemnification agreement\nwith the Consultant on the Company's standard terms.\n\n        11. MISCELLANEOUS.\n\n           (a) AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended\nor waived only with the written consent of the parties.\n\n\n\n\n                                       3\n\n\n           (b) SOLE AGREEMENT. This Agreement, including the Exhibits hereto,\nconstitutes the sole agreement of the parties and supersedes all oral\nnegotiations and prior writings with respect to the subject matter hereof.\n\n           (c) NOTICES. Any notice required or permitted by this Agreement shall\nbe in writing and shall be deemed sufficient upon receipt, when delivered\npersonally or by courier, overnight delivery service or confirmed facsimile, 48\nhours after being deposited in the regular mail as certified or registered mail\n(airmail if sent internationally) with postage prepaid, if such notice is\naddressed to the party to be notified at such party's address or facsimile\nnumber as set forth below, or as subsequently modified by written notice.\n\n           (d) CHOICE OF LAW. The validity, interpretation, construction and\nperformance of this Agreement shall be governed by the laws of the State of\nCalifornia, without giving effect to the principles of conflict of laws.\n\n           (e) SEVERABILITY. If one or more provisions of this Agreement are\nheld to be unenforceable under applicable law, the parties agree to renegotiate\nsuch provision in good faith. In the event that the parties cannot reach a\nmutually agreeable and enforceable replacement for such provision, then (i) such\nprovision shall be excluded from this Agreement, (ii) the balance of the\nAgreement shall be interpreted as if such provision were so excluded and (iii)\nthe balance of the Agreement shall be enforceable in accordance with its terms.\n\n           (f) COUNTERPARTS. This Agreement may be executed in counterparts,\neach of which shall be deemed an original, but all of which together will\nconstitute one and the same instrument.\n\n           (g) ARBITRATION. Any dispute or claim arising out of or in connection\nwith any provision of this Agreement will be finally settled by binding\narbitration in San Mateo County, California, in accordance with the rules of the\nAmerican Arbitration Association by one arbitrator appointed in accordance with\nsaid rules. The arbitrator shall apply California law, without reference to\nrules of conflicts of law or rules of statutory arbitration, to the resolution\nof any dispute. Judgment on the award rendered by the arbitrator may be entered\nin any court having jurisdiction thereof. Notwithstanding the foregoing, the\nparties may apply to any court of competent jurisdiction for preliminary or\ninterim equitable relief, or to compel arbitration in accordance with this\nparagraph, without breach of this arbitration provision. This Section 10(g)\nshall not apply to the Confidentiality Agreement.\n\n           (h) ADVICE OF COUNSEL. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING\nTHIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF\nINDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND\nPROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY\nPARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.\n\n           (i) SOLICITATION OF EMPLOYEES. Consultant agrees that for a period of\ntwelve (12) months immediately following the termination of the consultant\nrelationship with the Company for any reason, whether with or without cause,\nConsultant shall not either directly or indirectly solicit, induce, recruit or\nencourage any of the Company's employees to leave their employment, or take away\nsuch employees, or attempt to solicit, induce, recruit,\n\n\n\n\n                                       4\n\n\nencourage or take away employees of the Company, either for Consultant or for\nany other person or entity.\n\n        The parties have executed this Agreement on the respective dates set\nforth below.\n\n\n                                         SINA.com\n\n\n                                         \/s\/ Daniel Mao\n                                         ---------------------------------------\n                                         Signature\n\n                                         By:  Daniel Mao\n\n                                         Title:  Chief Executive Officer\n\n                                         Address: 1313 Geneva Dr\n                                                  Sunnyvale, CA 94089\n\n                                         Date: September 28, 2001\n\n\n\n\n\n\n                                         Bruno Wu\n\n\n                                         \/s\/ Bruno Wu\n                                         ---------------------------------------\n                                         Signature\n\n                                         Address:\n                                                 -------------------------------\n\n                                         Date: September 28, 2001\n\n\n\n\n                                       5\n\n\n                                    EXHIBIT A\n\n                       CONFIDENTIAL INFORMATION AGREEMENT\n\n\n\n\n\n\n                                       6\n\n\n                                    EXHIBIT B\n\n                                LIST OF COMPANIES\n                            EXCLUDED UNDER SECTION 7\n\n\n\n\n\n\n\n\n\n___ No conflicts\n\n___ Additional Sheets Attached\n\nSignature of Consultant:______________________________\n\nPrint Name of Consultant:  Bruno Wu\n\nDate:\n\n\n\n\n\n                                       7\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8837],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9541],"class_list":["post-38651","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sinacom","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38651","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38651"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38651"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38651"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38651"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}