Exhibit 10.1


 


EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of March 17, 2021 (the “Effective Date”),
by and between Code Chain New Continent Limited, a Nevada corporation (the “Company”), and Jianan Liang, an
individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company,
the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include
the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).


 


RECITALS


 


A. 
The Company desires to employ the Executive as its Chief Operating Officer to assure itself of the services of the Executive
during the term of Employment (as defined below).


 


B. 
The Executive desires to be employed by the Company as its Chief Operating Officer during the term of Employment and upon
the terms and conditions of this Agreement.


 


AGREEMENT


 


The parties hereto agree as follows:


 


		1.	POSITION



 


The Executive hereby accepts a position of Chief Operating
Officer (the “Employment”) of the Company.


 


		2.	TERM



 


Subject to the terms and
conditions of this Agreement, the initial term of the Employment shall be 3 years commencing on the Effective Date, unless terminated
earlier pursuant to the terms of this Agreement. The Employment will be renewed automatically for additional one-year terms if
neither the Company nor the Executive provides a notice of termination of the Employment to the other party or otherwise proposes
to re- negotiate the terms of the Employment with the other party within three months prior to the expiration of the applicable
term.


 


		3.	DUTIES AND RESPONSIBILITIES



 


		(a)	The Executive’s duties at the Company will include all jobs assigned
by the Company’s Board of the Directors (the “Board”).



 


		(b)	The Executive shall devote all of his working time, attention and skills
to the performance of his duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement,
the Certificate of Incorporation and Bylaws of the Company, as amended and restated from time to time (the “Charter Documents”),
and the guidelines, policies and procedures of the Company approved from time to time by the Board.



 


		(c)	The Executive shall use his best efforts to perform his duties hereunder.
The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company
and any subsidiary or affiliate of the Company, and shall not be concerned or interested in any business or entity that engages
in the same business in which the Company engages (any such business or entity, a “Competitor”), provided that
nothing in this clause shall preclude the Executive from holding any shares or other securities of any Competitor that is listed
on any securities exchange or recognized securities market anywhere if such shares or securities represent less than 5% of the
competitors outstanding shares and securities. The Executive shall notify the Company in writing of his interest in such shares
or securities in a timely manner and with such details and particulars as the Company may reasonably require.



 






     


     


    

 


		4.	NO BREACH OF CONTRACT



 


The Executive hereby
represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the
Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of
any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements entered into by and
between the Executive and any member of the Group pursuant to applicable law, if any; (ii) that the Executive has no
information (including, without limitation, confidential information and trade secrets) relating to any other person or
entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties
hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this)
with any other person or entity except for other member(s) of the Group, as the case may be.


 


		5.	COMPENSATION AND BENEFITS



 


		(a)	Base Salary. The Executive’s initial base salary shall be
$30,000 per year, paid in periodic installments in accordance with the Company’s regular payroll practices, and such compensation
is subject to annual review and adjustment by the Board.



 


		(b)	Bonus. The Executive shall be eligible for Bonuses determined by the Board.



 


		(c)	Equity Incentives. To the extent the Company adopts and maintains
a share incentive plan, the Executive will be eligible to participate in such plan pursuant to the terms thereof as determined
by the Board.



 


		(d)	Benefits. The Executive is eligible for participation in any standard
employee benefit plan of the Company that currently exists or may be adopted by the Company in the future, including, but not limited
to, any retirement plan, life insurance plan, health insurance plan and travel/holiday plan.



 


		(e)	Expenses. The Executive shall be entitled to reimbursement by the
Company for all reasonable ordinary and necessary travel and other expenses incurred by the Executive in the performance of his
duties under this Agreement; provided that he properly accounts for such expenses in accordance with the Company’s policies
and procedures.



 


		6.	TERMINATION OF THE AGREEMENT



 


		(a)	By the Company.



 


(i) 
For Cause. The Company may terminate the Employment for cause, at any time, without notice or remuneration (unless
notice or remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance
with applicable law), if:


 


(1) 
the Executive is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement,


 


(2) 
the Executive has been grossly negligent or acted dishonestly to the detriment of the Company,


 


(3) 
the Executive has engaged in actions amounting to willful misconduct or failed to perform his duties hereunder and such
failure continues after the Executive is afforded a reasonable opportunity to cure such failure; or


 


 (4) the Executive violates Section 7 or 9 of this Agreement.




 


Upon
termination for cause, the Executive shall be entitled to the amount of base salary earned and not paid prior to termination.
However, the Executive will not be entitled to receive payment of any severance benefits or other amounts by reason of the
termination, and the Executive’s right to all other benefits will terminate, except as required by any applicable
law.


 






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(ii) 
For death and disability. The Company may also terminate the Employment, at any time, without notice or remuneration
(unless notice or remuneration is specifically required by applicable law, in which case notice or remuneration will be provided
in accordance with applicable law), if:


 


 (1) the Executive has died, or




 


(2) 
the Executive has a disability which shall mean a physical or mental impairment which, as reasonably determined by the Board,
renders the Executive unable to perform the essential functions of his employment with the Company, with or without reasonable
accommodation, for more than 120 days in any 12-month period, unless a longer period is required by applicable law, in which case
that longer period would apply.


 


Upon termination for death
or disability, the Executive shall be entitled to the amount of base salary earned and not paid prior to termination. However,
the Executive will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination,
and the Executive’s right to all other benefits will terminate, except as required by any applicable law.


 


(iii) 
Without Cause. The Company may terminate the Employment without cause, at any time, upon a prior written notice.
Upon termination without cause, the Company shall provide the following severance payments and benefits to the Executive: (1) a
lump sum cash payment equal to 12 months of the Executive’s base salary as of the date of such termination; (2) a lump sum
cash payment equal to a pro- rated amount of his target annual bonus for the year immediately preceding the termination, if any;
(3) payment of premiums for continued health benefits under the Company’s health plans for 12 months fo1lowing the termination,
if any; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.


 


Upon termination without,
the Executive shall be entitled to the amount of base salary earned and not paid prior to termination.


 


(iv) 
Change of Control Transaction. If the Company or its successor terminates the Employment upon a merger, consolidation,
or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the
“Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits
upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the
greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the
date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately
preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held
by the Executive.


 


		(b)	By the Executive. The Executive may terminate the Employment at any
time with a prior written notice to the Company, if (1) there is a material reduction in the Executive’s authority, duties
and responsibilities, or (2) there is a material reduction in the Executive’s annual salary. Upon the Executive’s termination
of the Employment due to either of the above reasons, the Company shall provide compensation to the Executive equivalent to 12
months of the Executive’s base salary that he is entitled to immediately prior to such termination. In addition, the Executive
may resign prior to the expiration of the Agreement if such resignation is approved by the Board or an alternative arrangement
with respect to the Employment is agreed to by the Board.



 


		(c)	Notice of Termination. Any termination of the Executive’s employment
under this Agreement shall be communicated by written notice of termination from the terminating party to the other party.



 






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		7.	CONFIDENTIALITY AND NON-DISCLOSURE



 


		(a)	Confidentiality and Non-disclosure. The Executive hereby agrees at
all times during the term of the Employment and after his termination, to hold in the strictest confidence, and not to use, except
for the benefit of the Company, or to disclose to any person, corporation or other entity without prior written consent of the
Company, any Confidential Information. The Executive understands that “Confidential Information” means any proprietary
or confidential information of the Company, its affiliates, or their respective clients, customers or partners, including, without
limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers,
supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration
information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors
and other persons with whom the Company does business, information regarding the skills and compensation of other employees of
the Company or other business information disclosed to the Executive by or obtained by the Executive from the Company, its affiliates,
or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if specifically
indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information
shall not include information that is generally available and known to the public through no fault of the Executive.



 


		(b)	Company Property. The Executive understands that all documents (including
computer records, facsimile and e-mail) and materials created, received or transmitted in connection with his work or using the
facilities of the Company are property of the Company and subject to inspection by the Company at any time. Upon termination of
the Executive’s employment with the Company (or at any other time when requested by the Company), the Executive will promptly
deliver to the Company all documents and materials of any nature pertaining to his work with the Company and will provide written
certification of his compliance with this Agreement. Under no circumstances will the Executive have, following his termination,
in his possession any property of the Company, or any documents or materials or copies thereof containing any Confidential Information.



 


		(c)	Former Employer Information. The Executive agrees that he has not
and will not, during the term of his employment, (i) improperly use or disclose any proprietary information or trade secrets of
any former employer or other person or entity with which the Executive has an agreement or duty to keep in confidence information
acquired by Executive, if any, or (ii) bring into the premises of the Company any document or confidential or proprietary information
belonging to such former employer, person or entity unless consented to in writing by such former employer, person or entity. The
Executive will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including
reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the foregoing.



 


		(d)	Third Party Information. The Executive recognizes that the Company
may have received, and in the future may receive, from third parties their confidential or proprietary information subject to a
duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.
The Executive agrees that the Executive owes the Company and such third parties, during the Executive’s employment by the
Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to
disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes permitted by, the Company’s
agreement with such third party.



 


This Section 7 shall survive the termination of this
Agreement for any reason. In the event the Executive breaches this Section 7, the Company shall have right to seek remedies permissible
under applicable law.


 






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		8.	CONFLICTING EMPLOYMENT.



 


The
Executive hereby agrees that, during the term of his employment with the Company, he or she will not engage in any other
employment, occupation, consulting or other business activity related to the business in which the Company is now involved or
becomes involved during the term of the Executive’s employment, nor will the Executive engage in any other activities
that conflict with his obligations to the Company without the prior written consent of the Company.


 


		9.	NON-COMPETITION AND NON-SOLICITATION



 


In
consideration of the salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during
the term of the Employment and for a period of one (1) year following the termination of the Employment for whatever reason:


 


		(a)	The Executive will not approach clients, customers or contacts of the Company
or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company for
the purposes of doing business with such persons or entities which will harm the business relationship between the Company and
such persons and/or entities;



 


		(b)	The Executive will not assume employment with or provide services as a director
or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and



 


		(c)	The Executive will not seek, directly or indirectly, by the offer of alternative
employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date
of such termination, or in the year preceding such termination.



 


The provisions
contained in Section 9 are considered reasonable by the Executive and the Company. In the event that any such provisions should
be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application
reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective.


 


This
Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the
Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or
a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event,
the Company shall have right to seek all remedies permissible under applicable law.


 


		10.	WITHHOLDING TAXES



 


Notwithstanding
anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts
otherwise due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment,
or other taxes as may be required to be withheld pursuant to any applicable law or regulation.


 


		11.	ASSIGNMENT



 


This
Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer
this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement
or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a Change of Control
Transaction, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor
and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.


 


		12.	SEVERABILITY



 


If any
provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications
of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this
Agreement are declared to be severable.


 






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		13.	ENTIRE AGREEMENT



 


This
Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment
and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, including any prior agreements
between the Executive and a member of the Group. The Executive acknowledges that he or she has not entered into this Agreement
in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement
must be in writing and signed by the Executive and the Company.


 


		14.	GOVERNING LAW; JURISDICTION



 


This
Agreement shall be governed by and construed in accordance with the laws of the State of Nevada and each of the parties irrevocably
consents to the jurisdiction and venue of the federal and state courts located in Nevada.


 


		15.	AMENDMENT



 


This
Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly
referring to this Agreement, which agreement is executed by both of the parties hereto.


 


		16.	WAIVER



 


Neither
the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege
with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.
No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.


 


		17.	NOTICES



 


All notices,
requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to
have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized
courier with next-day or second-day delivery to the last known address of the other party.


 


		18.	COUNTERPARTS



 


This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature
appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when
one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon
as the signatories.


 


Photographic copies of such signed counterparts may
be used in lieu of the originals for any purpose.


 


		19.	NO INTERPRETATION AGAINST DRAFTER



 


Each
party recognizes that this Agreement is a legally binding contract and acknowledges that it, he or she has had the opportunity
to consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against
either party on the basis of that party being the drafter of such terms.


 


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IN WITNESS WHEREOF, this Agreement has been executed
as of the date first written above.


 


	 	Code Chain New Continent Limited
	 	 	 
	 	By:	/s/ Yimin Jin
	 	Name: 	Yimin Jin
	 	Title: 	CEO and Co-Chairman of the Board
	 	 	 
	 	Executive
	 	 	 
	 	By:	/s/ Jianan Liang
	 	Name: 	Jianan Liang