Chief Financial Officer Service Contract between Global Pharmatech, Inc. and Joseph Levinson
Exhibit
10.1
Dated
1st
day of January, 2006
between
and
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This
Contract was made between the following two parties on 1 January,
2006:
(1)
Global Pharmatech, Inc., duly incorporated under the laws of the State of
Delaware ("Party A"); and
(2)
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Both
parties have entered into the following agreement through friendly negotiations
on the principle of equality and mutual benefits in order to confirm and
regulate the relationship between Party A as the appointor and Party B as the
appointee in respect of the service.
Article
1
Appointment
1.1 Party
A
shall appoint Party B as chief financial officer of Party A in accordance with
the terms of this Contract.
1.2 Party
B
agrees to be appointed as chief financial officer of Party A in accordance
with
the terms of this Contract.
Article
2
Duties
2.1
Party
B’s duties, powers and responsibilities as Chief Financial Officer shall be
those which are customary for such position, as may be determined from time
to
time by the Board of Directors (the “Board”) and CEO of Party A. Party B shall
report to the Board and CEO, and agrees to perform and discharge such duties
well and faithfully and to be subject to the supervision and direction of
the
Board and of CEO.
2.2
The
position of Chief Financial Officer is a part-time position. Party B agrees
to
devote approximately 50 hours per month or approximately 150 hours per quarter
to work for Party A. Party B will not engage in any activity that might conflict
with the interests of Party A.
2.3
Party
B agrees to abide by the policies and regulations of Party A from time to
time.
In
addition, Party B confirms that he owes a fiduciary and diligence obligation
to
Party A and that he shall not engage in any activities in competition with
Party
A's business or carry out any activities detrimental to the interests of Party
A.
Article
3
Service Fees
3.1 From
the
Effective Date, the fees to be received by Party B for the performance of his
services under this Contract shall be US $3,000.00 per month, to be paid
monthly. Party B should spend 40 to 60 hours per month working for Party A
during the period of his appointment.
3.2. Party
B
shall be granted the option to purchase Party A's stock of 30,000
shares, pending approval of Party A's Board of Directors.
Article
4
Non-Competition
4.1 During
the period of appointment with Party A, Party B agrees not to engage in any
business that individually develops any of the products developed by Party
A
including all products approved by the FDA, products marketed by Party A prior
to, during, or under development during the period of appointment. Party B
shall
be entitled to employment outside of Party A under the terms and provisions
of
this clause including, but not limited to, similar companies so long as any
products developed by similar companies are not in direct competition with
Party
A's products.
Article
5
Confidentiality Liability
5.1 Party
B
is aware that he will gain access to secret information possessed by members
of
Party A's Group and/or kept in custody by members of Party A's Group
(hereinafter referred to as "Confidential Information") in the performance
of
his duties hereunder, including, but not limited to, documents, materials,
data,
information, plans and insider information. Party B confirms that such
Confidential Information is solely owned by members of Party A's Group and/or
is
kept in custody by members of Party A's Group.
5.2 Whether
during the term of this Contract or within any time after the termination of
Party B's appointment, Party B warrants that (except such Confidential
Information as may be disclosed to the public not in violation of the
confidentiality undertaking under this Contract):
(a) Party
B
shall not divulge or disclose the Confidential Information to any third party
in
any way, with the exception of any Confidential Information which Party B must
disclose to the relevant employees of members of Party A's Group and the
professional personnel employed by members of Party A's Group for the
performance of his obligations hereunder and any Confidential Information the
disclosure of which is authorized by the board of directors or is ordered by
a
court of competent jurisdiction;
(b) Party
B
shall not make use of the Confidential Information in any way for his own
benefit or for the benefit of his friends and relatives or any third party
without Party A's permission; and
(c) Party
B
shall take all necessary measures to prevent the Confidential Information from
spreading or disclosure to any third party without Party A's
permission.
5.3 Upon
the
expiration of this Contract or earlier termination of Party B's appointment,
Party B shall immediately, completely and effectively return to Party A all
the
information relating to the business of members of Party A's Group (including,
but not limited to, Party A's documents, personal notes, records, reports,
handbooks, drawings, forms, computer diskettes and tapes) within Party B's
possession or under his control whether or not the same was originally supplied
to Party B by Party A.
Article
6
Termination of Appointment
6.1
When
any one of the following events occurs to Party B, the appointment relationship
between Party A and Party B herein shall be immediately and automatically
terminated (unless otherwise decided by the board of directors):
(a)
Party
B is prohibited by any laws, regulations, rules, practice
directions or practice rules from taking up the position
hereunder or Party B loses the qualifications required
by the position hereunder;
(b)
If
due to health reasons, Party B is unable to fully perform his
duties hereunder for three months;
(c)
Party
B commits any serious and/or repeated and/or continual
breach of any of Party B's obligations hereunder;
(d)
Party
B is guilty of any serious misconduct or serious neglect
in the discharge of Party B's duties hereunder;
(e)
Party
B's actions or omissions bring the name or reputation of
Party
A or any member of Party A's Group into serious disrepute
or prejudices the business interests of Party A or other
members of Party A's Group;
(f)
Party
B is or has become of unsound mind or shall be or become
a
patient for the purpose of any laws relating to mental
health;
(g)
Party
B is sued for criminal liability or convicted of any criminal
offence other than an offence which in the reasonable
opinion of the board of directors of Party A does not
affect Party B's position as appointed herein (bearing in mind the nature
of the
duties to which Party B is appointed
and the capacities in which Party B is appointed);
(h) Party
B is removed from the office of the position by the Board of Directors of
Party
A; or
(i) Party
B leaves the service according to the articles of Incorporation of Party
A.
6.2
In addition to the aforesaid provisions of Article 6.1, Party A may also
discharge the appointment relationship between Party A and Party B by giving
notice in writing to Party B when any one of the following events
occurs:
(a) Party
B is unable to substantially perform his duties hereunder due to health reasons,
within any three-month period for a cumulative total of three hundred and
sixty-five working days. Then, Party A may at any time discharge Party B
from
the post by giving Party B a fourteen-day written notice of
discharge.
(b) Party
B is in breach of his obligations or the provisions of this Contract and
does
not repent after warning has been given by Party A.
(c) Damage
or loss has been caused to Party A due to Party B's wilful or material default
in the performance of his duties hereunder.
Any
delay by Party A in exercising such right of termination shall not constitute
a
waiver thereof.
6.3
If the appointment relationship between both parties herein is terminated
due to
the occurrence of any of the events referred to in Article 6.1 or 6.2 above,
such termination shall not affect Party A's rights herein against Party B
and
the provisions of Articles 4 and 5 hereof shall still be
applicable.
6.4
Party B shall not, during the continuance of his
appointment or within a period of one year after the termination thereof,
either
on his own behalf or on behalf of any other person, entice away from any
member
of Party A's Group any employee, worker, manager or director of any member
of
Party A's Group, whether or not such person would commit any breach of his
contract of appointment with any member of Party A's Group by reason of his
leaving service.
Article
7
Effectiveness of the Contract
This
Contract shall become effective after signing by both parties.
Article
8
Additional Clauses
8.1 The
heading of each Article hereof is inserted for the purpose of convenience only
and shall not prejudice the meaning or construction of the provisions
hereof.
8.2 This
Contract shall have two copies. Party A and Party B shall each hold one copy
which shall have the same effect.
In
view
of the above, Party A and Party B have signed this Contract.
Party
A:
For
and
on behalf of
Global
Pharmatech, Inc
/s/
Xiaobo Sun
Name:
Xiaobo Sun
Title:
CEO and President
Party
B:
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/s/
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