
Independent Contractor
Agreement
This
Independent Contractor Agreement (“Agreement”) is
between China Tel Group, Inc. (“ChinaTel”) and Reginald
A. Howell (“Independent Contractor”).
2. Term of this
Agreement
The term of
this Agreement shall be effective as of August 1, 2009 and shall
expire July 31, 2011 (“Term”).
3. Services to be Performed by
Independent Contractor
Independent
Contractor shall perform consulting services
(“Services”) as an independent contractor to ChinaTel
for the following services: (i) review and assist in the
preparation of ChinaTel budgets, pro-forma financials and business
plans; (ii) assist ChinaTel with the development and execution of
its business strategy; (v) introduce ChinaTel to needed
professionals in the United States in order for ChinaTel to advance
its business objectives; (vi) consult with ChinaTel on strategic
alliances and/or acquisitions; (vii) engage such other persons and
professionals as consultants deemed necessary to carry out
Independent Contractor’s functions under this Agreement;
(viii) arrange for meetings with professional firms, as necessary;
and (ix) advise ChinaTel on all matters dealing with its core
business.
ChinaTel shall
pay Independent Contractor for the Services for a fixed fee of One
Million Five Hundred Thousand (1,500,000) shares of
ChinaTel’s Series A common stock issued as S-8 stock
(“Independent Contractor Fee”). The Independent
Contractor Fee shall be paid within thirty (30) days of the
execution of this Agreement by the parties hereto.
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.
8. Other Clients of Independent
Contractor
ChinaTel
understands that, in addition to providing services to ChinaTel on
its matters, Independent Contractor may be retained, directly or
indirectly, by other entities or individuals to provide services
separate and