{"id":38667,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-china-broadband-corp-and-daming-yang2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-china-broadband-corp-and-daming-yang2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-china-broadband-corp-and-daming-yang2.html","title":{"rendered":"Consulting Agreement &#8211; China Broadband Corp. and Daming Yang"},"content":{"rendered":"<pre>                              CONSULTING AGREEMENT\n\n\n\nTHIS AGREEMENT made effective May 1, 2000 (the \"Effective Date\").\n\n\n\nBETWEEN:\n\n         CHINA BROADBAND CORPORATION, a body corporate, incorporated pursuant to\n         the laws of the State of Nevada, United States of America\n\n\n         (hereinafter referred to as the \"Corporation\")\n\n                                                               OF THE FIRST PART\n\n                                     - and -\n\n\n         DAMING YANG, a resident of the city of Beijing, People's Republic of \n         China\n\n\n         (hereinafter referred to as the \"Consultant\")\n\n                                                              OF THE SECOND PART\n\n\n\n         WHEREAS the Corporation  wishes to engage the services and expertise of\nthe  Consultant  on the terms and  conditions  hereinafter  set  forth,  and the\nConsultant wishes to accept such an engagement;\n\n         NOW THEREFORE in  consideration of the covenants of each of the parties\ngiven to the other and for other good and  valuable  consideration,  the receipt\nand  sufficiency  of which is hereby  acknowledged,  the parties hereto agree as\nfollows:\n\n\n\n1.       SERVICES\n\n         Effective  as of  the  Effective  Date,  the  Corporation  engages  the\n         Consultant   and  the  Consultant   accepts  an  engagement   with  the\n         Corporation  to render the consulting  services for the  Corporation as\n         set  out in  Schedule  A.  During  the  terms  of this  Agreement,  the\n         Consultant  shall  provide the services of Daming Yang who shall devote\n         such of his  time,  attention  and  abilities  to the  business  of the\n         Corporation  as  may  be  necessary  for  the  proper  exercise  of the\n         Consultant's  duties  hereunder.  Nothing  in this  Agreement  shall be\n         interpreted or construed as creating or  establishing a relationship of\n         employer and\/or employee between the Corporation and Daming Yang.\n\n\n\n                                       2\n\n\n2.       DUTIES\n\n2.1      The  Consultant  shall  devote   reasonable  time  and  effort  to  the\n         performance of this Agreement,  the Corporation  acknowledges  that the\n         Consultant and Daming Yang shall also be entitled to render services to\n         others during the term hereof.\n\n2.2      The  Consultant's  duties shall be to provide the  services  more  \n         particularly  set forth on Schedule \"A\" hereto.\n\n3.       REMUNERATION\n\n         Corporation  agrees to pay the  Consultant  as set out in Schedule  \"B\"\n         attached hereto.\n\n4.       CONFIDENTIALITY\n\n4.1      This Consultant  acknowledges  the Corporation  will have reporting and\n         disclosure obligations under all applicable securities legislation. The\n         Consultant  covenants and agrees that it shall not any time,  during or\n         after  the   termination   of  the   Consultant's   engagement  by  the\n         Corporation,  reveal,  divulge, or make known to any person (other than\n         the  Corporation  or its  affiliates)  or use for its own  account  any\n         customer's lists, trade secrets, or secret or confidential  information\n         used by the  Corporation  or its  Affiliates  during  the  Consultant's\n         engagement  by any of them  and  made  known  (whether  or not with the\n         knowledge and permission of the Corporation,  whether or not developed,\n         devised or otherwise  created in whole or in part by the efforts of the\n         Consultant, and whether or not a matter of public knowledge unless as a\n         result of  authorized  disclosure)  to the  Consultant by reason of his\n         engagement by the Corporation of any of its Affiliates.  The Consultant\n         further covenants and agrees that all knowledge and information,  which\n         is acquired or developed for the  Corporation  or any of its Affiliates\n         by the Consultant,  is the property of the Corporation.  The Consultant\n         further  covenants  and agrees that it shall retain all such  knowledge\n         and  information  which  it  shall  acquire  and  develop  during  such\n         engagement  respecting such customer lists, trade secrets and secret or\n         confidential   information  in  trust  for  the  sole  benefit  of  the\n         Corporation, its affiliates, and their successors and assigns.\n\n4.2      The  Consultant   shall  promptly   communicate  and  disclose  to  the\n         Corporation all observations made and data obtained by it in the course\n         of its engagement by the Corporation.  All written  materials,  records\n         and documents  created by the  Consultant or coming into its possession\n         concerning  the  business or affairs of the  Corporation  or any of its\n         Affiliates shall,  upon the termination of this Agreement,  promptly be\n         returned to the Corporation.  Upon the request of the Corporation until\n         termination of its engagement by the Corporation,  the Consultant shall\n         render to the  Corporation  or to any  Affiliate  designated by it such\n         reports of the  activities  undertaken  by the  Consultant or conducted\n         under the Consultant's direction for the Corporation and its Affiliates\n         as the Corporation may request.\n\n4.3      The  Consultant  warrants and  represents  that it is duly qualified to\n         perform its duties hereunder,  and further covenants that in performing\n         its  duties  hereunder,  it will  not  engage  in  activity  that is in\n         violation of applicable  securities  laws or subject the Corporation to\n         liability thereunder.\n\n\n\n                                       3\n\n\n4.4      The  Consultant  agrees  that for a period  of one (1) year  after  the\n         termination of work with the  Corporation,  it will not do any business\n         whatsoever with clients of the Corporation  for  substantially  similar\n         work.\n\n5.       TERM\n\n5.1      This  Agreement  shall  be  for a  term  commencing  May  1,  2000  and\n         terminating October 31, 2000. Either party may terminate this Agreement\n         at any time without notice in the event of a fundamental  breach of the\n         terms of this Agreement by the other party.\n\n5.2      This  Agreement  may, by the mutual  agreement of the  parties,  be \n         renewed for a further term of five (5) years, or for such other term as\n         may be agreed.\n\n6.       NOTICES\n\n         Any notices  delivered or received between either party shall be deemed\n         to have been received:\n\n         (a)      if it was delivered in person, on the date it was delivered;\n\n         (b)      if it was sent by electronic  facsimile  transmission,  on the\n                  date it was delivered;\n\n         (c)      if it was  sent by  mail,  on the day it was  received  to the\n                  following address:\n\n                  CHINA BROADBAND CORPORATION\n                  2080, 440 - 2 Avenue S.W.\n                  Calgary AB  T2P 5E9\n                  Attention:  Chairman and CEO\n                  By Facsimile:  403.265.8808\n\n\n                  DAMING YANG\n                  1404, Building A\n                  Huiyuan Apartment\n                  Asia Game Village\n                  Beijing, China   100101\n                  By Facsimile:  86.10.6492.3728\n\n7.       MODIFICATION OF AGREEMENT\n\n         Any  modification  of this  Agreement must be made in writing signed by\n         the  Consultant  and an officer of the  Corporation or it shall have no\n         effect and shall be void.\n\n8.       GOVERNING LAW\n\n         This  Agreement  shall be governed by and construed in accordance  with\n         the laws of the  Province of Alberta,  Canada and the parties  agree to\n         attorn to the jurisdiction of the courts of the Province of Alberta.\n\n9.       HEADINGS\n\n\n\n                                       4\n\n\n         The headings  utilized in this Agreement are for  convenience  only and\n         are not to be construed in any way as additions or  limitations  of the\n         covenants and agreements contained in this Agreement.\n\n10.      ENTIRE AGREEMENT\n\n         The  covenants  in this  Agreement  shall be  construed as an agreement\n         independent  of any other  provision  in this  Agreement.  The  parties\n         acknowledge  that it is their  intention  that the  provisions  of this\n         Agreement  be binding  only to the extent that they may be lawful under\n         the  existing  applicable  laws and in the event that any  provision of\n         this  Agreement is  determined  by a court of law to be overly broad or\n         unenforceable,  the  remaining  valid  provisions  shall remain in full\n         force and effect. This Agreement constitutes the sole agreement between\n         the parties hereto for services to be performed as herein described and\n         the mutual  covenants  contained  herein  constitute  due and  adequate\n         consideration for the full performance by each party of its obligations\n         under this  Agreement and any and all previous  agreements,  written or\n         oral,  expressed or implied,  between the parties or on their  releases\n         and  forever  discharges  the other of and from all  manner of  action,\n         causes of action,  claims or demands  whatsoever under or in respect of\n         any agreement.\n\n11.      GENERAL MATTERS\n\n11.1     The  waiver by any party  hereto of a breach of any  provision  of this\n         Agreement  shall  not  operate  or be  construed  as a  waiver  of  any\n         subsequent  breach  of the  same  or of any  other  provisions  of this\n         Agreement.\n\n11.1     This Agreement shall be binding upon the parties hereto and shall enure\n         to the benefit of and be  enforceable by each of the parties hereto and\n         their respective successors and assigns.\n\n\n\n         IN WITNESS  WHEREOF the parties hereto have executed this Agreement the\n19th day May, 2000.\n\n\nCHINA BROADBAND CORPORATION                 DAMING YANG\n\nper:                                        per:                                \n    ------------------------------------        --------------------------------\n\n\n\n\n\n                                  SCHEDULE \"A\"\n\n\nServices:\n\n         o    Report to the Board of  Directors  and  Advisory  Team,  providing\n              leadership,  corporate  direction,  and other  such  duties as are\n              required to forward the Company's business.\n\n\n\n\n\n                                  SCHEDULE \"B\"\n\nRemuneration\n\n         o    As full  consideration  for  performance  of the  services  by the\n              Consultant,  the Corporation  shall pay the Consultant at the rate\n              of $5,000.00 (U.S.) per month for which services are provided. The\n              said rate shall be inclusive of all claims by the  Consultant  for\n              its services,  but shall be exclusive of travel expenses  incurred\n              by the  Consultant and properly  claimable in accordance  with the\n              provisions hereof.\n\n         o    The  Corporation  shall not be required to provide any benefits to\n              the Consultant  including,  without limitation,  dental,  medical,\n              disability or life insurance.\n\n         o    The Consultant shall submit invoices to the Corporation,  once per\n              month, for the services  provided during the period covered by the\n              invoice and also  including any proper claim for travel  expenses.\n              Each invoice shall indicate the period covered,  the rate, and the\n              total charge for consultancy services.\n\n         o    The Corporation will reimburse the Consultant, at actual cost, for\n              out-of-pocket   expenses   incurred   in   accordance   with   the\n              Corporation's   standard   practice  for  the   reimbursement   of\n              reasonable  travel expenses incurred by its contractors or its own\n              personnel.  The Corporation will also reimburse the Consultant for\n              any  reasonable  long  distance  telephone,  fax  or  photocopying\n              charges  incurred  by the  Consultant.  Expenses  claimed  must be\n              supported by the applicable receipts.\n\n         o    The Consultant  will be responsible  for the payment of the income\n              taxes  of all  of its  employees  including,  without  limitation,\n              Daming Yang, as well as any and all other taxes and  contributions\n              imposed by law with  respect to such  employees.  In the event the\n              Consultant  should fail to make any such payments,  the Consultant\n              indemnifies the Corporation for any claims,  causes or action,  or\n              liabilities  which may be made,  advanced or incurred  against the\n              Corporation  as a result  of such  non-payment,  and  agrees to be\n              responsible  for  the  Corporation's   solicitor-client  costs  in\n              defending or protecting itself.\n\n         o    The  Corporation  will pay all proper  invoices  received from the\n              Consultant  promptly  following receipt of the applicable  invoice\n              and any necessary supported documentation.\n\n         o    The Consultant  will be entitled to participate (at the discretion\n              of  the  Corporation)  in any  bonus  program  of the  Corporation\n              resulting  from  achieving  milestones  in  the  business  of  the\n              Corporation (such as commercial stage of development in 10 or more\n              cities, 1 million or more  subscribers,  revenue in excess of U.S.\n              $100 million per year,  or strategic  alliances  and  partnerships\n              with other  companies  to  significantly  enhance the products and\n              services of the Corporation).\n\n         o    The  Corporation  will, if it determines it to be necessary in its\n              total  discretion,  ensure that  appropriate  liability  insurance\n              coverage is  provided to Daming Yang at no cost to the  Consultant\n              or to  Daming  Yang,  which  coverage  should  be the  same in all\n              material respects as insurance  coverage provided to Directors and\n              Officers of the Corporation.\n\n\n\n                                       2\n\n\n         o    In any dispute arising from the enforcement of this Agreement, the\n              Corporation  shall  pay all  reasonable  legal  fees and  expenses\n              incurred by the Consultant in contesting or disputing the position\n              of the Consultant or seeking to obtain enforcement of or retaining\n              any right of payment or benefit provided for in this Agreement.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7079],"corporate_contracts_industries":[9517],"corporate_contracts_types":[9539,9541],"class_list":["post-38667","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-china-broadband-corp","corporate_contracts_industries-telecommunications__other","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\/38667","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=38667"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38667"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38667"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38667"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}