
1. Parties
This
Independent Contractor Agreement ("Agreement") is between China Tel
Group, Inc. ("ChinaTel") and Alex Ternero ("Independent
Contractor").
2. Term
of this Agreement
The term of
this Agreement shall be effective as of July 1, 2009 and shall
expire October 31, 2009 ("Term").
3. Services
to be Performed by Independent Contractor
Independent
Contractor shall perform consulting services ("Services") as an
independent contractor to ChinaTel for wireless telecommunications
deployment throughout Latin America, including identification of
technical requirements, preparation of detailed business plans,
budgets and deployment schedules, obtaining pricing from equipment
vendors, and coordinating with ChinaTel’s senior management
regarding negotiation of contracts, recruiting and hiring of
employees, development of marketing campaigns, and all other
aspects of deployment planning and implementation.
4. Payment
ChinaTel shall
pay Independent Contractor for the Services described below for a
fixed fee of Fifty Thousand (50,000) 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 is practical following the parties' execution of this
Agreement.
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.
6. Fringe
Benefits
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 apart from the Services. Independent Contractor shall
be responsible for following appropriate procedures to avoid any
breach of client confidentiality or any conflicts of interest on
the part of Independent Contractor which regard to the performance
of the Services. These pro