Exhibit 10.9
Dated 28th day of April, 2007
Chief Financial Officer Service Contract
between
Global Pharmatech, Inc.
and
Zongsheng Zhang
This Contract was made between the following two parties on 28th day of April,
2007:
(1) Global Pharmatech, Inc., duly incorporated under the laws of the State of
Delaware ("Party A"); and
(2) Zongsheng Zhang, ("Party B").
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 CEO of Party A. Party B shall report to CEO, and
agrees to perform and discharge such duties well and faithfully and to be
subject to the supervision and direction of CEO.
2.2 The position of Chief Financial Officer is a part-time position. Party
B agrees to devote approximately 40 to 60 hours per month or approximately 120
to 180 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 RMB 10,000.00 per
month, to be paid monthly.
3.2 Party B shall be granted Party A's stock options, pending approval of
Party A's Board of Directors at the end of the year.
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.
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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.
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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 willful 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.
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Party A:
For and on behalf of
Global Pharmatech, Inc
Name: /s/ Lianqin Qu
-------------------------
Title: Chairwoman of the Board
Party B:
/s/ Zongsheng Zhang
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