{"id":38671,"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-consulting-agreement-china-broadband2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-consulting-agreement-china-broadband2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-consulting-agreement-china-broadband2.html","title":{"rendered":"Consulting Agreement &#8211; Consulting Agreement &#8211; China Broadband Corp. and YungPC AP"},"content":{"rendered":"<pre>                              CONSULTING AGREEMENT\n\nTHIS AGREEMENT made effective October 1, 2000 (the \"Effective Date\").\n\nBETWEEN:\n\n         CHINA BROADBAND CORP., a body corporate,  incorporated  pursuant to the\n         laws of the State of Nevada, United States of America\n\n         (hereinafter referred to as the \"Corporation\")\n                                                               OF THE FIRST PART\n                                     - and -\n\n         YUNGPC AP, a Hong Kong company\n\n         (hereinafter referred to as the \"Consultant\")\n                                                              OF THE SECOND PART\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\n1.       SERVICES\n\n1.1      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  term  of  this  Agreement,  the\n         Consultant  shall  provide  the  services  of Ping Chang Yung who shall\n         devote 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 Ping Chang Yung.\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 Ping  Chang  Yung  shall  also be  entitled  to  render\n         services to 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\n\n\n\n\n                                       2\n\n3.       REMUNERATION\n\n         The 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 its\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\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  October  1,  2000 and\n         terminating April 1, 2001.\n\n5.2      This Agreement may, by the mutual agreement of the parties,  be renewed\n         for a further term of five (5) years,  or for such other term as may be\n         agreed.\n\n\n\n\n\n                                       3\n\n5.3      In the event the Corporation terminates this Agreement, the Corporation\n         shall pay to the Consultant a mutually agreed to settlement.  If at the\n         time of any such termination,  the Consultant is in fundamental  breach\n         of this  Agreement,  the  Corporation  shall not be required to pay any\n         damages.\n\n6.       CHANGE OF CONTROL AND SALE OF CORPORATION\n\n6.1      The Corporation  acknowledges the valuable services that the Consultant\n         has  provided  and will  continue  to  provide  to the  Corporation  in\n         providing the services of Ping Chang Yung in his capacity as an officer\n         thereof and an authorized representative thereof.\n\n6.2      The Corporation  acknowledges  that in the event of a change of control\n         of the Corporation or a sale of all or substantially  all of the assets\n         of the  Corporation,  there is a  possibility  that the  service of the\n         Consultant  would no longer be required and that this contract might be\n         terminated.\n\n7.       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)      it was  sent  by  mail,  on the  day  it was  received  to the\n                  following address:\n\n                  CHINA BROADBAND CORP.\n                  2080, 440 - 2nd Avenue SW\n                  Calgary AB   T2P 5E9\n                  Attention:  Chairman and CEO\n                  By Facsimile:  (403) 265-8808\n\n                  YUNGPC AP\n                  69 Fu Sha Wai\n                  Tai Hang Village\n                  Tai Po\n                  N.T. Hong Kong\n                  Attention:  Ping Chang Yung\n\n\n\n8.       MODIFICATION OF AGREEMENT\n\n8.1      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\n9.       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         attorney to the jurisdiction of the courts of the Province of Alberta.\n\n\n\n\n\n                                       4\n\n10.      HEADINGS\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\n11.      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\n12.      GENERAL MATTERS\n\n12.1     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\n12.2     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\n         IN WITNESS  WHEREOF the parties  hereto have executed this Agreement as\nof the 1st day of October, 2000\n\n\nCHINA BROADBAND CORP.                       YUNGPC AP\n\n\nper: \/s\/ MATTHEW HEYSEL                       per: \/s\/ PING CHANG YUNG\n    -------------------                            -------------------\n         Matthew Heysel                                Ping Chang Yung\n\n\n\n\n\n\n                                  SCHEDULE \"A\"\n\n\nSERVICES:\n\n\n     o   Report  to the  Chief  Technology  Officer,  Chairman,  and  President,\n         providing the services of Vice  President,  Systems  Engineering of the\n         Corporation  and,  in  this  regard,  to  have  responsibility  for the\n         direction,  and operation of the Corporation in all Systems Engineering\n         aspects,  and to do all acts and things as are reasonably necessary for\n         the efficient and proper  technical  operation and  development  of the\n         Corporation.\n\n     o   As the Company is a cable broadband  Internet  provider in China, it is\n         expected  that,  as a direct  result of  services  provided by the Vice\n         President,  Systems Engineering,  the Company should achieve a level of\n         on-line Internet subscribers in excess of 7,000 during the term of this\n         contract.\n\n\n\n\n\n\n\n\n                                  SCHEDULE \"B\"\n\nREMUNERATION\n\no        As  full   consideration   for  performance  of  the  services  by  the\n         Consultant,  the  Corporation  shall pay the  Consultant at the rate of\n         US$8,333 for each month for which services are provided.  The said rate\n         shall be inclusive of all claims by the  Consultant  for its  services,\n         but shall be exclusive of travel and accommodation expenses incurred by\n         the Consultant and properly claimable in accordance with the provisions\n         hereof.\n\no        The  Consultant  will  be  provided  with a  mobile  telephone,  laptop\n         computer,  translation  services,  and  accommodation  in China, all of\n         which will be paid by the Company.\n\no        The  Consultant  will be entitled to 4 (four) weeks paid  personal time\n         off, per annum.\n\no        The Consultant will work on a rotating basis of 6 (six) weeks in China,\n         and 2 (two) weeks in the USA.  Accordingly,  the Company will pay for 3\n         (three) Business Class tickets to cover these travel arrangements,  per\n         contract term.\n\no        The Consultant  shall submit invoices to the Corporation for each month\n         or portion  thereof for which  services are provided  during the period\n         covered by the invoice and also including any proper claim for business\n         related expenses.  Each invoice shall indicate the period covered,  the\n         month or portion of a month  worked,  the rate and the total charge for\n         consultancy services.\n\no        The Company  will supply the  Consultant  with a credit card to pay for\n         reasonable business related expenses.\n\no        The  Corporation  will  reimburse the  Consultant,  at actual cost, for\n         out-of-pocket  expenses  incurred in accordance with the  Corporation's\n         standard practice for the reimbursement of reasonable expenses incurred\n         by its  contractors or its own  personnel.  The  Corporation  will also\n         reimburse the Consultant for any  reasonable  long distance  telephone,\n         fax  or  photocopying  charges  incurred  by the  Consultant.  Expenses\n         claimed must be supported by the applicable receipts.\n\no        The Consultant  will be responsible for the payment of the income taxes\n         of all of its employees including, without limitation, Ping Chang Yung,\n         as well as any and all other  taxes and  contributions  imposed  by law\n         with respect to such employees. In the event the Consultant should fail\n         to make any such payments,  the Consultant  indemnifies the Corporation\n         for any claims,  causes or action,  or  liabilities  which may be made,\n         advanced  or  incurred  against  the  Corporation  as a result  of such\n         non-payment,  and  agrees  to  be  responsible  for  the  Corporation's\n         solicitor-client costs in defending or protecting itself.\n\no        The  Corporation  will  pay  all  proper  invoices  received  from  the\n         Consultant promptly following receipt of the applicable invoice and any\n         necessary supported documentation.\n\no        The Consultant  will be entitled to  participate  (at the discretion of\n         the Corporation) in any bonus program of the Corporation resulting from\n         achieving  milestones  in the  business  of the  Corporation  (such  as\n         commercial stage of development in 10 or more cities, 1 million or more\n         subscribers,  revenue  in  excess of U.S.  $100  million  per year,  or\n         strategic   alliances  and   partnerships   with  other   companies  to\n         significantly enhance the products and services of the Corporation).\n\n\n\n\n\n                                       2\n\no        The Corporation shall not be required to provide any health benefits to\n         the  Consultant  including,   without  limitation,   dental,   medical,\n         disability, or life insurance.\n\no        The Corporation  will, if it determines it to be necessary in its total\n         discretion,  ensure that appropriate  liability  insurance  coverage is\n         provided  to Ping  Chang Yung at no cost to the  Consultant  or to Ping\n         Chang Yung, which coverage should be the same in all material  respects\n         as  insurance  coverage  provided  to  Directors  and  Officers  of the\n         Corporation.\n\no        In any dispute  arising from the  enforcement  of this  Agreement,  the\n         Corporation  shall pay all reasonable legal fees and expenses  incurred\n         by the  Consultant  in  contesting  or  disputing  the  position of the\n         Consultant or seeking to obtain  enforcement  of or retaining any right\n         of payment or benefit provided for in this Agreement.\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-38671","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\/38671","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=38671"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38671"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38671"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38671"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}