China Advanced Construction Materials Group, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






DIRECTOR AGREEMENT 

This DIRECTOR AGREEMENT is made
as of this 21st day of March 2018 (the "Agreement"), by and between
China Advanced Construction Materials Group, Inc., a Nevada corporation (the
"Company") and Wei Pei (the “Director”).

WHEREAS, the Company wishes to
appoint the Director as a non-executive member of the Board of Directors of the
Company and enter into an agreement with the Director with respect to such
appointment; and 

WHEREAS, the Director wishes to
accept such appointment and to serve the Company on the terms set forth herein,
and in accordance with, the provisions of this Agreement. 

NOW, THEREFORE, in consideration
of the mutual covenants contained herein, the parties hereto agree as
follows:

1.         
Position. Subject to
the terms and provisions of this Agreement, the Company shall cause the Director
to be appointed as non-executive member of the Board of Directors (the “Board”)
to fill an existing but now vacant directorship and the Director hereby agrees
to serve the Company in that position upon the terms and conditions hereinafter
set forth, provided, however, that the Director's continued service on the Board
after the initial term on the Board shall be subject to any necessary approval
by the Company's stockholders. This Agreement is subject to the satisfactory
completion of a third party background check within sixty (60) days of the date
hereof.

2.         
Duties. During the
Directorship Term (as defined in Section 5 hereof), the Director shall serve as
a member of the Board, and the Director shall make reasonable business efforts
to attend all Board meetings, serve on appropriate subcommittees as reasonably
requested by the Board, make himself available to the Company at mutually
convenient times and places, attend external meetings and presentations, as
appropriate and convenient, and perform such duties, services and
responsibilities and have the authority commensurate to such position..

The Director will use his best
efforts to promote the interests of the Company. The Company recognizes that the
Director (i) is a full-time executive employee of another entity and that his
responsibilities to such entity must have priority and (ii) sits on the Board of
Directors of other entities. Notwithstanding same, the Director will use
reasonable business efforts to coordinate his respective commitments so as to
fulfill his obligations to the Company and, in any event, will fulfill his legal
obligations as a director. Other than as set forth above, the Director will not,
without the prior written approval of the Board, engage in any other business
activity which could materially interfere with the performance of his duties,
services and responsibilities hereunder or which is in violation of the
reasonable policies established from time to time by the Company, provided that
the foregoing shall in no way limit his activities on behalf of (i) his current
employer and its affiliates or (ii) the Board of Directors of those entities on
which he sits. 

3.         
Board Committees. The
Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and
responsibilities necessary thereunder. 




4.         
Monetary Remuneration.


During the Directorship Term the
Director shall receive the following compensation and benefits: A monthly fee of
U.S $2,083.33 

5.         
Directorship Term. The
"Directorship Term", as used in this Agreement, shall mean the period commencing
on the date hereof and terminating on the earliest of the following to occur:



(a)         
one (1) year from the date hereof, subject to a one (1)
year renewal term upon re-election by a majority of the shareholders of the
Company; 


(b)         
the death of the Director ("Death"); 


(c)         
the termination of the Director from the position of member
of the Board by the mutual agreement of the Company and the Director; 


(d)         
the removal of the Director from the Board by the
shareholders of the Company; 


(e)         
the resignation by the Director from the Board if after the
date hereof, the Chief Executive Officer of his current employer determines that
the Director's continued service on the Board conflicts with his fiduciary
obligations to his current employer (a "Fiduciary Resignation"); and 


(f)         
the resignation by the Director from the Board if the board
of directors or the Chief Executive Officer of his current employer requires the
Director to resign and such resignation is not a Fiduciary Resignation. 

6.         
Director's Representation
and Acknowledgment. The Director represents to the Company that his
execution and performance of this Agreement shall not be in violation of any
agreement or obligation (whether or not written) that he may have with or to any
person or entity, including without limitation, any prior employer. The Director
hereby acknowledges and agrees that this Agreement (and any other agreement or
obligation referred to herein) shall be an obligation solely of the Company, and
the Director shall have no recourse whatsoever against any stockholder of the
Company or any of their respective affiliates with regard to this Agreement.


7.         
Director Covenants.



(a)         
Unauthorized Disclosure. The
Director agrees and understands that in the Director's position with the
Company, the Director has been and will be exposed to and receive information
relating to the confidential affairs of the Company, including but not limited
to technical information, business and marketing plans, strategies, customer
information, other information concerning the Company's products, promotions,
development, financing, expansion plans, business policies and practices, and other forms of
information considered by the Company to be confidential and in the nature of
trade secrets. The Director agrees that during the Directorship Term and
thereafter, the Director will keep such information confidential and will not
disclose such information, either directly or indirectly, to any third person or
entity without the prior written consent of the Company; provided, however, that
(i) the Director shall have no such obligation to the extent such information is
or becomes publicly known or generally known in the Company's industry other
than as a result of the Director's breach of his obligations hereunder and (ii)
the Director may, after giving prior notice to the Company to the extent
practicable under the circumstances, disclose such information to the extent
required by applicable laws or governmental regulations or judicial or
regulatory process. This confidentiality covenant has no temporal, geographical
or territorial restriction. Upon termination of the Directorship Term, the
Director will promptly return to the Company all property, keys, notes,
memoranda, writings, lists, files, reports, customer lists, correspondence,
tapes, disks, cards, surveys, maps, logs, machines, technical data or any other
tangible product or document which has been produced by, received by or
otherwise submitted to the Director in the course or otherwise as a result of
the Director's position with the Company during or prior to the Directorship
Term, provided that, the Company shall retain such materials and make them
available to the Director if requested by him in connection with any litigation
against the Director under circumstances in which (i) the Director demonstrates
to the reasonable satisfaction of the Company that the materials are necessary
to his defense in the litigation, and (ii) the confidentiality of the materials
is preserved to the reasonable satisfaction of the Company. 





(b)         
Non-Solicitation. During the
Directorship Term and for a period of three (3) years thereafter, the Director
shall not interfere with the Company's relationship with, or endeavor to entice
away from the Company, any person who, on the date of the termination of the
Directorship Term, was an employee or customer of the Company or otherwise had a
material business relationship with the Company. 


(c)         
Remedies. The Director agrees
that any breach of the terms of this Section 7 would result in irreparable
injury and damage to the Company for which the Company would have no adequate
remedy at law; the Director therefore also agrees that in the event of said
breach or any threat of breach, the Company shall be entitled to an immediate
injunction and restraining order to prevent such breach and/or threatened breach
and/or continued breach by the Director and/or any and all entities acting for
and/or with the Director, without having to prove damages, in addition to any
other remedies to which the Company may be entitled at law or in equity. The
terms of this paragraph shall not prevent the Company from pursuing any other
available remedies for any breach or threatened breach hereof, including but not
limited to the recovery of damages from the Director. The Director acknowledges
that the Company would not have entered into this Agreement had the Director not
agreed to the provisions of this Section 7. 

The provisions of this Section 7
shall survive any termination of the Directorship Term, and the existence of any
claim or cause of action by the Director against the Company, whether predicated
on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Company of the covenants and agreements of this Section 7.





8.         
Indemnification. The
Company agrees to indemnify the Director for his activities as a director of the
Company to the fullest extent permitted by law, and to cover the Director under
any directors and officers liability insurance obtained by the Company. Further,
the Company and the Director agree to enter into an indemnification agreement
substantially in the form of agreement entered into by the Company and its other
Board members. 

9.         
Non-Waiver of Rights.
The failure to enforce at any time the provisions of this Agreement or to
require at any time performance by the other party of any of the provisions
hereof shall in no way be construed to be a waiver of such provisions or to
affect either the validity of this Agreement or any part hereof, or the right of
either party to enforce each and every provision in accordance with its terms.
No waiver by either party hereto of any breach by the other party hereto of any
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions at that time or at any prior or
subsequent time. 

10.         
Notices. Every notice
relating to this Agreement shall be in writing and shall be given by personal
delivery or by registered or certified mail, postage prepaid, return receipt
requested; to: 

If to the Company: 

China Advanced Construction Materials
Group, Inc. 
Yingu Plaza, 9 Beisihuanxi Road, Suite 1708 
Haidian
District, Beijing 100080 PRC

If to the director: 

Either of the parties hereto may
change their address for purposes of notice hereunder by giving notice in
writing to such other party pursuant to this Section 10. 

11.         
Binding
Effect/Assignment. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors, personal
representatives, estates, successors (including, without limitation, by way of
merger) and assigns. Notwithstanding the provisions of the immediately preceding
sentence, neither the Director nor the Company shall assign all or any portion
of this Agreement without the prior written consent of the other party. 

12.         
Entire Agreement. This
Agreement (together with the other agreements referred to herein) sets forth the
entire understanding of the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements, written or oral, between them as to
such subject matter. 

13.         
Severability. If any
provision of this Agreement, or any application thereof to any circumstances, is
invalid, in whole or in part, such provision or application shall to that extent
be severable and shall not affect other provisions or applications of this
Agreement. 




14.         
Governing Law. This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York, without reference to the principles of conflict
of laws. All actions and proceedings arising out of or relating to this
Agreement shall be heard and determined in any New York state or federal court
and the parties hereto hereby consent to the jurisdiction of such courts in any
such action or proceeding; provided, however, that neither party shall commence
any such action or proceeding unless prior thereto the parties have in good
faith attempted to resolve the claim, dispute or cause of action which is the
subject of such action or proceeding through mediation by an independent third
party. 

15.         
Legal Fees. The
parties hereto agree that the non-prevailing party in any dispute, claim, action
or proceeding between the parties hereto arising out of or relating to the terms
and conditions of this Agreement or any provision thereof (a "Dispute"), shall
reimburse the prevailing party for reasonable attorney's fees and expenses
incurred by the prevailing party in connection with such Dispute; provided,
however, that the Director shall only be required to reimburse the Company for
its fees and expenses incurred in connection with a Dispute, if the Director's
position in such Dispute was found by the court, arbitrator or other person or
entity presiding over such Dispute to be frivolous or advanced not in good
faith. 

16.         
Modifications. Neither
this Agreement nor any provision hereof may be modified, altered, amended or
waived except by an instrument in writing duly signed by the party to be
charged. 

17.         
Tense and Headings.
Whenever any words used herein are in the singular form, they shall be construed
as though they were also used in the plural form in all cases where they would
so apply. The headings contained herein are solely for the purposes of
reference, are not part of this Agreement and shall not in any way affect the
meaning or interpretation of this Agreement. 

18.         
Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original but all of which together shall constitute one and the
same instrument. 

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IN WITNESS WHEREOF, the Company has caused this Director
Agreement to be executed by authority of its Board of Directors, and the
Director has hereunto set his hand, on the day and year first above written.

CHINA ADVANCED CONSTRUCTION MATERIALS GROUP, INC. 

By:   /s/ Xianfu
Han                                       
 
Name: Xianfu Han 
Title:   Chief Executive Officer 

DIRECTOR

/s/ Wei
Pei                                                 
       
Name:     Wei
Pei