Exhibit 10.17


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT is made
and entered into this 16th day of August, 2019, (the "Effective Date") between Nocera, Inc., a Nevada corporation
(the “Company”), and YU, HSIEN-WEN (“Officer a/k/a Employee”).


 


W I T N E S S E T H:


 


WHEREAS, the Company
is in need of management services as well as assistance in developing its business plan, general corporate management, and strategic planning.


 


WHEREAS, Employee desires
to assist the Company in its management needs.


 


WHEREAS, the parties
hereto desire to enter into an agreement for the Company’s employment of Employee on the terms and conditions contained in this
Agreement;


 


NOW, THEREFORE, for
and in consideration of the premises and the mutual covenants and agreements contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.       Employment,
Title and Responsibilities. Subject to the terms and conditions of this Agreement, the Company hereby employs Officer, and Officer
hereby accepts employment with the Company. Officer will have such duties for the Company or its subsidiaries as are assigned to her from
time to time by the Company. The Officer shall be employed as the Operation Manager of the Company. The duties of the Officer shall include
the performance of all of the duties typical of the office held by Officer as described in the bylaws of the Company and such other duties
and projects typical of the office as may be assigned by the board of directors of the Company. Additionally, Employee shall be elected
to the Board of Directors of the Company.


 


2.       Term.
Officer’s employment pursuant to this Agreement will commence as of the Effective Date and will continue for five years, or until
terminated in accordance with Section 6 below (the period during which Officer is employed under this Agreement being herein referred
to as the “Term”). Unless terminated by either party upon notice to the other party within 30 days of the end of the term
of this Agreement, this Agreement will automatically renew on a month-to-month basis.


 


3.       Time
Commitment. During the Term, Officer will devote Officer’s full business time, attention and energies to the diligent and
faithful performance of Officer’s duties as an Officer of Company.


 


4.       Compensation
and Benefits. In consideration of Officer’s services under this Agreement, Company will provide to Officer compensation
and other benefits.


 


5.       Covenants
of Officer. Officer understands and acknowledges that the Company’s ability to develop and retain trade secrets, customer
lists, proprietary techniques, information regarding customer needs and other confidential information relating to the Existing Business
is of the utmost importance to the Company’s success, and Officer further acknowledges that Officer will develop and learn information
in the course of Officer’s employment that would be useful in competing unfairly with the Company. In light of these facts and in
consideration of Officer’s employment with the Company and the Company’s agreement to compensate Officer on the terms set
forth in Section 4 of this Agreement, Officer covenants and agrees with Company as follows:


 


 


 






    	 	1	 



     


    

 


5.1.       Confidential
Information. Officer shall use his best efforts to protect Confidential Information. During and after association with Company,
Officer will not use (other than for Company) or disclose any of Company’s Confidential Information. “Confidential Information”
means information, without regard to form, relating to Company’s customers, operation, finances, and business that derives economic
value, actual or potential, from not being generally known to other Persons, including, but not limited to, technical or nontechnical
data, formulas, patterns, compilations (including compilations of customer information), programs, models, concepts, designs, devices,
methods, techniques, processes, financial data or lists of actual or potential customers (including identifying information about customers),
whether or not in writing. Confidential Information includes information disclosed to Company by third parties that Company is obligated
to maintain as confidential. Confidential Information subject to this Agreement may include information that is not a trade secret under
applicable law, but information not constituting a trade secret only shall be treated as Confidential Information under this Agreement
for a two (2) year period after the date on which Officer’s employment with the Company is terminated (the “Termination Date”).
“Person” means any individual, corporation, limited liability company, bank, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or other entity.


 


 5.2.       Return
of Materials. On the Termination Date or for any reason or at any time at Company’s request, Officer will deliver promptly
to Company all materials, documents, plans, records, notes, or other papers and any copies in Officer’s possession or control relating
in any way to the Existing Business, which at all times shall be the property of Company.


 


5.3.       Solicitation
of Employees and Independent Contractors. During Officer’s employment hereunder and for one (1) year after the Termination
Date, Officer will not induce, solicit, or assist in the solicitation of, any Person employed or engaged by Company in any capacity (including
without limitation as an employee or independent contractor), to terminate such employment or other engagement, whether or not such Person
is employed or engaged pursuant to a contract with Company and whether or not such Person is employed or otherwise engaged at will.


 


5.4.       Disparagement.
Officer shall not at any time make false, misleading or disparaging statements about Company, including its products, services, management,
Officers, and customers.


 


5.5.       Prior
Agreements. Officer warrants that Officer is not under any obligation, contractual or otherwise, limiting or affecting Officer’s
ability or right to perform freely Services for Company. Upon execution of this Agreement, Officer will give Company a copy of any agreement,
or notify Company of any agreement if a written agreement is not available, with a prior employer or other Person purporting to limit
or affect Officer’s ability or right to perform Services for Company, to solicit customers or potential customers, to solicit the
Officers or independent contractors of a prior employer or other Person, or to use any type of information.


 


5.7.       Future
Employment or Contractual Opportunities. At any time before, and for one year after, the Termination Date, Officer shall provide
any prospective employer with a copy of this Agreement, and upon accepting any employment with another Person, provide Company with the
employer’s name and a description of the services Officer will provide.


 


5.8.       Work
For Hire Acknowledgment; Assignment. Officer acknowledges that work on and contributions to documents, programs, and other expressions
in any tangible medium (collectively, “Works”) are within the scope of Officer’s employment and part of Officer’s
duties, responsibilities, or assignment. Officer’s work on and contributions to the Works will be rendered and made by Officer for,
at the instigation of, and under the overall direction of, Company, and all such work and contributions, together with the Works, are
and at all times shall be regarded, as “work made for hire” as that term is used in the United States Copyright Laws. Without
limiting this acknowledgment, Officer assigns, grants, and delivers exclusively to Company all rights, titles, and interests in and to
any such Works, and all copies and versions, including all copyrights and renewals. Officer will execute and deliver to Company, or its
successors and assigns, any assignments and documents Company requests for the purpose of complete, exclusive, perpetual, and worldwide
ownership of all rights, titles, and interests of every kind and nature, including all copyrights in and to the Works, and Officer constitutes
and appoints Company as its agent to execute and deliver any assignments or documents Officer fails or refuses to execute and deliver,
this power and agency being coupled with an interest and being irrevocable.


 


 


 






    	 	2	 



     


    

 


5.9.       Inventions,
Ideas and Patents. Officer shall disclose promptly to Company, and only to Company, any invention or idea of Officer (developed
alone or with others) conceived or made during Officer’s employment by Company or within six months of the Termination Date. Officer
assigns to Company any such invention or idea in any way connected with Officer’s employment or related to Existing Business, its
research or development, or demonstrably anticipated research or development and will cooperate with Company and sign all papers deemed
necessary by Company to enable it to obtain, maintain, protect, and defend patents covering such inventions and ideas and to confirm Company’s
exclusive ownership of all rights in such inventions, ideas and patents, and irrevocably appoints Company as its agent to execute and
deliver any assignments or documents Officer fails or refuses to execute and deliver promptly, this power and agency being coupled with
an interest and being irrevocable. This constitutes written notification that this assignment does not apply to an invention for which
no equipment, supplies, facility or trade secret information of Company was used, and which was developed entirely on Officer’s
own time, unless (a) the invention relates (i) directly to Existing Business, or (ii) to Company’s actual or demonstrably anticipated
research or development, or (b) the invention results from any work performed by Officer for Company.


    


5.10       Property
of Company. Officer acknowledges and agrees that all business Officer generates because of his affiliation with the Company is
and shall be the sole property of the Company. All receivables, premiums, commissions, fees and other compensation generated by the Officer’s
services are the property of the Company. The Officer is hereby prohibited from invoicing customers of the Company except with the express
written consent of the Company. All checks or bank drafts representing payment for goods or services sold or rendered by the Company are
property of the Company, and all monies or other consideration in whatever form received by the Officer from a client or customer of the
Company shall be tendered immediately to the Company


 


6.       Termination
For Cause. Officer’s employment under this Agreement may be terminated by the Company immediately upon the occurrence of
one of the following events, and if so terminated, the Company shall have no further liability to Officer whatsoever for compensation,
benefits or damages other than those that have accrued prior to termination:


 


(a)       the
commission of any act by Officer which, if prosecuted, would constitute a felony;


 


(b)       any
material act or omission involving malfeasance or negligence in the performance of employment duties which has a materially adverse effect
on the Company and which has not been corrected in 30 days after written notice from the Company;


 


(c)       failure
or refusal by Officer to comply with the policies of the Company contained in any Company Handbook or with the provisions of this Agreement
if not cured within ten (10) days after the receipt of written notice from the Board of Directors;


 


(d)       Officer’s
prolonged absence without the consent of the Company;


 


(e)       Officer’s
gross neglect of his duties or willful insubordination to the Board of Directors or his superior officers;


 


(f)       the
death of Officer;


 


(g)       delivery
of written notice of termination by Company after Officer has become unable to perform Officer’s services by reason of illness or
incapacity, which illness or incapacity results in Officer’s failure to discharge Officer’s duties under this Agreement for
an aggregate total of sixty (60) days (whether consecutive or nonconsecutive) during any one hundred and eighty (180) day period,


 


 


 






    	 	3	 



     


    

 


7.       Setoff.
All amounts due or payable to Officer by Company pursuant to this Agreement are subject to reduction and offset to the extent permitted
by applicable law for any amounts due or payable to Company by Officer.


 


8.       No
Conflicting Obligations. Officer represents and warrants that Officer is not subject to any noncompetition agreement, nondisclosure
agreement, employment agreement, or any other contract of any nature whatsoever, oral or written, with any Person other than Company,
or any other obligation of any nature, which will or could cause a breach of or default in, or which is in any way inconsistent with,
the terms and provisions of this Agreement.


  


9.       Miscellaneous.


 


9.1.       Agreement
Binding. This Agreement will inure to the benefit of and be binding upon Company and its successors and assigns, and Officer and
Officer’s heirs, executors, administrators and personal representatives. This Agreement may not be assigned by Officer or by Company,
except that Company may assign its rights under this Agreement without the written consent of Officer to any affiliate of Company or in
connection with any transfer of Company or of all or any substantial part of the Existing Business (and such assignment will not constitute
a termination of Officer’s employment by Company for purposes of this Agreement) (“Permitted Assignment”); provided,
however, that such affiliate or transferee will be obligated to perform this Agreement in accordance with its terms. Company will be released
from all of its obligations under this Agreement upon a Permitted Transfer.


 


9.2.       Entire
Agreement. This Agreement, including any attachments, contains the entire agreement between the parties with respect to employment
of Officer by the Company and no statement, promise or inducement made by either party hereto, or any agent of either party, which is
not contained in this Agreement, will be valid or binding; and this Agreement may not be enlarged, amended, modified or altered except
in a writing signed by Company and Officer and specifically referencing this Agreement. The provisions of this Agreement do not in any
way limit or abridge any rights of Company or any affiliate under the laws of unfair competition, trade secret, copyright, patent, trademark
or any other applicable laws, all of which are in addition to and cumulative of the rights of Company under this Agreement.


 


9.3.       Provisions
Severable. If any provision or covenant of this Agreement is held by any court to be invalid, illegal or unenforceable, either
in whole or in part, then such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of
the remaining provisions or covenants of this Agreement, all of which will remain in full force and effect. If any covenant in Section
5 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to
scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction
may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Officer.


 


9.4.       Prior
Agreements. The terms and conditions of all prior agreements between the Company and Officer concerning the employment of Officer
with the Company are hereby terminated and superseded by the terms and conditions of this Agreement.


 


9.5.       Remedies.
Officer acknowledges that if Officer breaches or threatens to breach Officer’s covenants and agreements in this Agreement, then
Officer’s actions may cause irreparable harm and damage to Company which could not be adequately compensated in damages. Accordingly,
if Officer breaches or threatens to breach this Agreement, then Company will be entitled to injunctive relief, in addition to any other
rights or remedies of Company under this Agreement or otherwise. Officer will indemnify Company and its affiliates and hold them harmless
against and in respect of all claims, demands, losses, costs, expenses, obligations, liabilities and damages, including reasonable attorneys’
fees, resulting from or relating to any breach by Officer of Officer’s representations, warranties, covenants and agreements under
this Agreement.


 


 


 






    	 	4	 



     


    

 


9.5.       Waiver.
Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions
of this Agreement will not be deemed a waiver or relinquishment of any right granted in this Agreement or of the future performance of
any such term or condition or of any other term or condition of this Agreement, unless such waiver is contained in a writing signed by
the party making the waiver and specifically referencing this Agreement.


 


9.6.       Notices.
All notices and other communications required or permitted to be given or made under this Agreement will be in writing and delivered
personally or sent by pre-paid, first class certified or registered mail, return receipt requested, or by facsimile transmission, to the
intended recipient of this Agreement at such recipient’s address or facsimile number set forth below:


 


	
    If to Company:

     

    Nocera, Inc.

    Att.: Erik S. Nelson, Secretary

    2030 Powers Ferry Road SE

    Suite # 212

    Atlanta, GA. 30339

    Office (404)-816-9220

    Fax (404)-816-8830

    Email: esn@coralcapital.com
	
    If to Officer:

     

    YU-HSIEN-WEN

    Address: 2F., No. 2-1, Yuanlin St., Tucheng Dist.

    New Taipei City 236, Taiwan (R.O.C.)

    Mobile: +886 988 735 383

    Email: stanyu7777@gmail.com

     

     

     



 


Any such notice or communication will
be deemed to have been duly given immediately (if given or made in person or by facsimile confirmed by mailing a copy of this Agreement
to the recipient in accordance with this Section 9.6 on the date of such facsimile), or three days after mailing (if given or made
by mail), and in proving same it will be sufficient to show that the envelope containing the same was delivered to the delivery or postal
service and duly addressed, or that receipt of a facsimile was confirmed by the recipient as provided above. Any Person entitled to notice
may change the address(es) or facsimile number(s) to which notices or other communications to such Person will be delivered, mailed or
transmitted by giving notice of this Agreement to the parties hereto in the manner provided in this Agreement.


 


9.7.       Covenants
Independent; Survival.


 


(a)       The
covenants, agreements, representations, and warranties of Officer contained in this Agreement are separate and independent from the covenants,
agreements, representations and warranties of Officer contained in any other agreement or document in favor of Company or any of its affiliates,
and this Agreement will in no way affect or be affected by the scope or continuing validity of any such covenant, agreement, representation
or warranty of Officer.


 


(b)       Officer’s
obligations pursuant to Sections 5 will survive the Termination Date and any termination of this Agreement. Except as required
by law or the express terms of any Officer benefit plan in which Officer participates, neither Officer nor Officer’s heirs, executors,
administrators or personal representatives, will be entitled to any salary, bonus or other compensation or any benefits during or for
any period after the Termination Date.


 


9.8.       Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, and it will not be
necessary in making proof of this Agreement to produce or account for more than one such counterpart.


 


 


 






    	 	5	 



     


    

 


9.9.       Headings.
Section and other headings contained in this Agreement are for reference purposes only and are in no way intended to define,
interpret, describe or otherwise limit the scope, extent or intent of this Agreement or any of its provisions.


 


9.10.       Withholding.
Anything in this Agreement to the contrary notwithstanding, all payments required to be made by Company under this Agreement
to Officer will be subject to the withholding of such amounts relating to taxes or other charges as Company may reasonably determine
it should withhold pursuant to any applicable law or regulation.


 


9.11.       Tax
Consequences. Company will have no obligation to any Person entitled to the benefits of this Agreement with respect to any tax
obligation any such Person incurs as a result of or attributable to this Agreement, including all supplemental agreements and Officer
benefits plans incorporated by reference therein, or arising from any payments made or to be made under this Agreement or thereunder.


 


9.12.       Governing
Law. This Agreement and the rights and obligations of the parties under this Agreement will be governed by and construed and enforced
in accordance with the laws of the State of Georgia, without regard to its principles of conflicts of law.


 


9.13.       Construction.
The language in all parts of this Agreement will be construed, in all cases, according to its fair meaning, and not for or against either
party hereto. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule
of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation
of this Agreement.


 


9.14.       Obligations
Contingent. The obligations of Company under this Agreement, including its obligation to pay the compensation provided for in
this Agreement, are contingent upon Officer’s performance of Officer’s obligations under this Agreement. The duties, covenants
and agreements of Officer under this Agreement, being personal, may not be delegated.


 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the day and year first above written.


 


	
    Agreed to & Accepted

    This 16th day of August, 2019:

     

     

    /s/ Erik S. Nelson

    __________________________________

    Erik S. Nelson, Secretary

    Nocera, Inc.
	
    Agreed to & Accepted

    This 16th day of August, 2019:

     

     

    /s/ Yu, Hsien-Wen

    ______________________________________

    Signature

     

     

    Yu, Hsien-Wen

    _______________________________________

    (printed name)



 


 


 


 


 


 


 


 



    	 	6