
Amended and Restated Independent
Contractor Agreement
This Amended
and Restated Independent Contractor Agreement
(“Agreement”) is between China Tel Group, Inc.
(“ChinaTel”) and Susan Mulligan (“Independent
Contractor”) and shall supersede any prior independent
contractor agreements between Contractor and ChinaTel .
2.
Term of this
Agreement
The term of
this Agreement shall be effective as of January 1, 2009 and shall
expire July 31, 2009 (“Term”). This
Agreement may be terminated by either party upon one party giving
the other party ninety (90) days’ prior written
notice.
3.
Services to be Performed by
Independent Contractor
Independent
Contractor shall perform the following professional services (the
“Services”) of the following description as an
independent contractor to ChinaTel acting as a Project Manager
during the entire Term of this Agreement. Among other
services, the Services include, but are not limited to: (i)
producing detailed comprehensive documentation as requested on
various telecommunication and broadband projects; (ii) developing
and maintaining task specific budgets; (iii) overseeing all aspects
of a project including planning, resource allocation and budget;
and (iv) staffing, structuring and maintaining a productive team of
skilled employees on behalf of ChinaTel.
ChinaTel shall
pay Independent Contractor for the Services described below for a
fixed fee of One Hundred Fifty Three Thousand One Hundred Fifteen
(153,115) shares of ChinaTel’s Series A common stock issued
as S-8 stock (“Independent Contractor Fee”). The
Independent Contractor Fee shall be paid as soon as possible upon
the expiration of the Term of this
Agreement. Any shares of ChinaTel’s
Series A common stock previously issued to Contractor under any
prior independent contractor agreement(s) with ChinaTel shall be
returned to ChinaTel and cancelled.
5.
State and Federal
Taxes
Independent
Contractor shall assume full responsibility for the payment of any
taxes (or any other obligations or payments) that may be claimed as
owed by any unit of government, as a result of remuneration paid to
Independent Contractor for the performance of the
Services. This includes income, Social Security,
Medicare and self-employment taxes. Independent
Contractor shall also pay all unemployment contributions related to
the performance of the Services. Independent Contractor
shall defend and indemnify ChinaTel with regard to any such
payments.
Independent
Contractor shall not be eligible to receive any employee benefits
from ChinaTel, including, but not limited to, medical, dental,
vision, long-term disability, accidental death and dismemberment,
flexible spending account, mental health services, family and
medical care leave benefits, vacation benefits and participation in
any ChinaTel 401 (k) plan.
7.
Independent Contractor
Status
The parties
intend Independent Contractor to act as an independent contractor
in the performance of the Services. Independent
Contractor shall have the right to control and determine the
methods and means of performing the
Services. Independent Contractor shall use his own
expertise and judgment in performing the Services, recognizing that
ChinaTel is relying on Independent Contractor to consult, when
appropriate, with employees of ChinaTel and its subsidiaries and
affiliated companies.