Exhibit
10.6


 


EMPLOYMENT
AGREEMENT


 


THIS
AGREEMENT is made on 6th July, 2015


 


BETWEEN


 


		(1)	Regencell
                                         Biotechnology Limited, registration number 2236362, a company which has its registered
                                         office at 21/F, EIB Tower, 4-6 Morrison Hill Road, Wanchai, Hong Kong (the “Company”);
                                         and



 


		(2)	Mr.
                                         CHUNG James Wai Hong, a holder of Hong Kong Identity Card Number******* (the “Senior
                                         Vice President”) or (the “SVP”).



 


IT
IS AGREED as follows:-


 


		1.	Definitions



 


		1.1	In
                                         this Agreement the following expressions have the following meanings:



 


	“Board”	means
    the board of directors of the Company from time to time;
	 	 
	“Business”	means all and any
    trades or other commercial activities of the Company which the SVP has been informed of or concerned or involved with to any
    material extent at any time during his appointment by the Company which the Company carries on with a view to profit;
	 	 
	“Confidential
    Information”	means any and all
    information of  the Company (irrespective of whether recorded in documentary form or otherwise and whether contained
    in a list, database or other form of storage) including but not limited to knowledge of proprietary Chinese medicine, prescriptions,
    techniques, skills and/or methods of Related Personnel financial information, investment history or strategies, business methods
    or affairs, corporate plans, management systems, marketing plans, finances, pricing information, suppliers, customers, new
    business opportunities or research and development projects of the Company and any and all trade secrets, secret formulae,
    processes and techniques, inventions, designs, know-how, improvements, discoveries, technical specifications, drawings, plans,
    or other technical information relating to the creation, production or supply of any past, present or future product or service
    of the Company disclosed to the SVP during the course of the Employment, which the SVP knows or ought reasonably to have known
    to be confidential, concerning the business and/or affairs of the Company or its subsidiary or its customers;



 






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	“Chinese
    Medicine Practitioners”	means
    Chinese medicine practitioners registered and listed under the Chinese Medicine Ordinance (Chapter 549, the laws of Hong Kong);
	 	 
	“Directors”	means the directors
    of the Company from time to time;
	 	 
	“Employment”	means the SVP’s
    employment in accordance with the terms and conditions of this Agreement;
	 	 
	“Hong Kong”	means Hong Kong
    Special Administrative Region of the People’s Republic of China;
	 	 
	“Parties”	means collectively
    the Company and the SVP, or any of them a ‘Party’;
	 	 
	“Related
    Personnel”	means (i) the Directors;
    (ii) officers, employees, consultants, agents and representatives of the Company; (iii) listed Chinese Medicine Practitioner
    Mr. AU Sik Kee (區錫機) (listing number: 05950); and (iv) all other listed Chinese Medicine Practitioners
    engaged by the Company (if any);



 





	“Specified
    Period”	means
    the period of six (6) months commencing from the Effective Date, or such other later date as the Company may agree in
    writing;
	 	 
	“Working
    Day”	means Monday to
    Friday excluding statutory holidays, a day on which banks generally are open in Hong Kong for transaction of normal banking
    business.


 







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		1.2	In
                                         this Agreement, unless the context otherwise requires, words denoting a singular number
                                         only shall include the plural and vice versa and words denoting the masculine gender
                                         shall include the feminine and vice versa.



 


		1.3	The
                                         heading in this Agreement are inserted only for convenience and shall not affect its
                                         construction.



 


		1.4	Any
                                         reference in this Agreement to an Ordinance shall be deemed to include any statutory
                                         modification or re-enactment thereof.



 


		1.5	Any
                                         reference to person shall include body corporate, unincorporated body and individual.



 


		2.	Appointment
                                         and Job Description



 


		2.1	The
                                         Company shall employ the SVP and the SVP shall serve the Company as Senior Vice President
                                         subject to and upon the terms of this Agreement.



 


		2.2	Subject
                                         to Clause 11, the SVP shall diligently and faithfully and to the best of his skill and
                                         ability serve the Company and perform all of the following duties:



 


		(a)	exploring
                                         and soliciting potential and lawful sources of funds (in Hong Kong or elsewhere) for
                                         investment in the Company;



 


		(b)	introducing
                                         prospective third party investors to the Company;



 


		(c)	assisting
                                         and facilitating investment in the Company including but not limited to verifying the
                                         source and lawfulness of prospective funds;



 






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		(d)	liaising
                                         and negotiating with prospective investor on terms and conditions of investments and
                                         ancillary documents as per directions of the Board;



 


		(e)	implementing
                                         decisions of the Board;



 


		(f)	attending
                                         to any other matters arising from or in connection with any of the above duties; and



 


		(g)	comply
                                         with all other lawful directions given to him by the Board.



 


		2.3	In
                                         performing his duties hereunder, the SVP has no authority whatsoever to commit with any
                                         prospective investor, oral or in writing, on behalf of the Company on any terms and/or
                                         conditions relating to investment in the Company.



 


		2.4	The
                                         Employment shall begin on 6th July, 2015 (the “Effective Date”)
                                         and will be subject to a probation period of three (3) months. The Employment shall continue
                                         until terminated in accordance with the provisions of Clause 11 herein.



 


		2.5	The
                                         SVP represents and warrants that he is not bound by or subject to any court order, agreement,
                                         arrangement, commitment or undertaking which is in any way restricts or prohibits him
                                         from entering into this Agreement or from performing his duties hereunder.



 


		3.	Duties



 


		3.1	During
                                         the Employment, the SVP shall:-



 


		(a)	diligently
                                         and faithfully and to the best of his skill and ability serve the Company and perform
                                         all such duties and exercise all such powers as are lawfully and properly assigned to
                                         him from time to time by the Directors.



 


		(b)	comply
                                         with all directions lawfully and properly given to him by the Directors;



 


		(c)	unless
                                         prevented by sickness, injury or other incapacity, devote all of his working hours, attention
                                         and abilities to the Business of the Company for which he is required to perform duties;



 


		(d)	use
                                         his best endeavours to protect, promote and act in the best interests of the Company;



 






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		(e)	promptly
                                         provide the Board with all such information as he may require in connection with the
                                         business or affairs of the Company for which he is required to perform duties; and



 


		(f)	comply
                                         with all laws and regulations applicable to the SVP or the Employment and any codes of
                                         conduct, policies or rules adopted by the Company from time to time.



 


		3.2	The
                                         SVP’s normal working hours shall be 0900 hrs to 1800 hrs from Monday to Friday.
                                         The SVP acknowledges and agrees that working outside normal working hours may be required
                                         from time to time in the proper performance of his duties. The SVP agrees to consider
                                         in good faith to work such additional hours as required and acknowledges that he has
                                         no entitlement to additional remuneration for such additional hours worked in excess
                                         of his normal working hours.



 


		3.3	The
                                         SVP’s normal place of work is the Company’s office in Hong Kong unless and
                                         until the SVP is relocated at the request of the Company.



 


		3.4	The
                                         SVP agrees to travel outside Hong Kong as may be required for the proper performance
                                         of his duties under the Employment.



 


		4.	Salary
                                         and Bonus



 


		4.1	The
                                         SVP’s monthly salary is Hong Kong dollars Seventy Five Thousand Dollars (HK$75,000),
                                         less any deductions or withholdings required by law (“Base Salary”).
                                         Any revision to the Base Salary shall be at the absolute discretion of the Company.



 


		4.2	The
                                         SVP’s Base Salary shall accrue on a daily basis, and shall be payable in arrears
                                         on the last day of each month during the Employment, provided that if the Employment
                                         is terminated prior to the end of a month the SVP shall only be entitled to a proportionate
                                         part of such Base Salary in respect of the period of employment during the relevant month
                                         up to the date of termination.



 


		4.3	Subject
                                         to the absolute discretion of the Board, the SVP is entitled to shares of the Company
                                         (if approved) to be determined at a later date.



 


		4.4	Signing
                                         Bonus of HK$80,000 to be paid within one (1) month of the employment date.



 






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		4.5	Subject
                                         to the Board’s discretion and determination, the SVP may be entitled to an annual
                                         performance bonus in such sum as may be determined by the Board at its absolute discretion
                                         on completion of every twelve (12) months’ service (“Discretionary Bonus”).
                                         The payment of Discretionary Bonus for a year does not imply any entitlement to Discretionary
                                         Bonus in any other year.



 


		4.6	The
                                         SVP shall be reimbursed for all out-of-pocket expenses necessarily and reasonably incurred
                                         by him in the proper performance of his duties, which expenses shall be evidence in such
                                         manner as the Board may require.



 


		5.	Pension



 


The
SVP must join the Company’s Mandatory Provident Fund Scheme (the “Scheme”), subject to the terms and
conditions of the Scheme from time to time in force.


 


		6.	Annual
                                         Leave



 


		6.1	The
                                         SVP is entitled to fifteen (15) Working Days’ paid holiday (inclusive of relevant
                                         statutory annual leave) per calendar year (from January to December) during his Employment
                                         (plus statutory holidays in Hong Kong.)



 


		6.2	Annual
                                         leave must be taken with the Company’s prior written approval at such time or times
                                         convenient to the Company.



 


		6.3	To
                                         the extent permitted by applicable law, untaken holiday entitlement may not be carried
                                         forward to a future calendar year and the SVP has no entitlement to be paid in lieu of
                                         accrued but untaken holiday.



 


		6.4	On
                                         termination of the Employment, the SVP will be paid in lieu of any accrued and untaken
                                         annual leave in respect of the final calendar year of the Employment. Payment in respect
                                         of any accrued and untaken annual leave entitlement in excess of statutory annual leave
                                         entitlement will be based on the SVP’s annual Base Salary only.



 


		6.5	If
                                         on termination of the Employment, the SVP has taken more Working Days’ paid annual
                                         leave than his accrued entitlement, the Company is authorized to deduct the appropriate
                                         amount from his final salary.



 






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		7.	Taxes



 


		7.1	The
                                         SVP shall be responsible for filing tax returns and payment of all taxes that may be
                                         imposed by reason of his receipt of Base Salary, Discretionary Bonus and any other benefits
                                         referred to in or contemplated under this Agreement.



 


		7.2	Nothing
                                         in this Clause 7 limits the rights of the Company to withhold or make deductions from
                                         amounts payable to the SVP under this Agreement that are required by law.



 


		8.	Sickness
                                         and Other Incapacity



 


		8.1	Subject
                                         to the SVP’s compliance with the Company’s policy on notification and certification
                                         of periods of absence from work, the SVP will continue to be paid his full salary during
                                         any period of absence from work due to sickness, injury or other incapacity, up to the
                                         maximum number of paid sickness days to which the SVP is entitled under the Employment
                                         Ordinance (Chapter 57, the laws of Hong Kong) at the time of absence.



 


		8.2	The
                                         SVP shall not be paid during any period of absence from work (other than due to holiday,
                                         sickness, injury or other incapacity) without the prior written permission of the Company.



 


		8.3	If
                                         on termination of Employment, the SVP has taken more Working Days’ paid sick leave
                                         than his accrued entitlement by law, the SVP must repay the un-accrued sick leave pay,
                                         which may (at the sole and absolute discretion of the Company) be repaid by way of deduction
                                         from any monies due to the SVP on termination of the Employment. The Company is authorized
                                         to deduct the appropriate amount from his salary.



 


		9.	Conflict
                                         of Interests



 


		9.1	During
                                         the Employment the SVP shall not (without the Company’s prior written consent)
                                         be directly or indirectly employed, engaged, concerned or interested in any other business
                                         activity, trade or occupation.



 


		9.2	The
                                         SVP confirms that, to the best of his knowledge, he has fully disclosed to the Company
                                         all circumstances in respect of which there is a conflict of interest between the Company
                                         and the SVP or any connected person. As soon as the SVP is aware of any such conflict
                                         of interest arises during the Employment, the SVP shall promptly inform the Company of
                                         such conflict and provide confirmation in writing.



 






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		10.	Confidentiality



 


		10.1	The
                                         SVP hereby irrevocably acknowledges and agrees:



 


		(a)	that
                                         all communications between the Company and the SVP and all information and other materials
                                         supplied to or received by any Party from the other Party which is either marked ‘Confidential’
                                         or is by its nature intended to be for the knowledge of the recipient alone, and all
                                         information concerning the business transactions and the financial arrangements of the
                                         Company with any person with whom any of them is in a confidential relationship with
                                         regard to the matter in question coming to the knowledge of the recipient shall be strictly
                                         kept confidential by the SVP;



 


		(b)	that
                                         the Confidential Information is valuable to the Company;



 


		(c)	that
                                         the SVP is provided with access to Confidential Information so that the SVP is properly
                                         able to carry out the duties pursuant to this Agreement;



 


		(d)	that
                                         the SVP owes, without limitation, a duty of trust and confidence to the Company and a
                                         duty to act at all times during his Employment in the best interests of the Company;



 


		(e)	that
                                         the disclosure of any Confidential Information to any person or company including customer,
                                         actual or potential competitor of the Company, or any third party may seriously jeopardize
                                         the Company’s position and may cause immeasurable damage to the Company and therefore
                                         the restrictions contained in Clause 10 of this Agreement are reasonable to protect the
                                         interest of the Company.



 


		10.2	The
                                         SVP undertakes that he shall keep secret and shall not at any time (whether during the
                                         Employment or thereafter) divulge, communicate to person or use any Confidential Information
                                         for his own or another’s advantage, or reveal to any person, including but not
                                         limited to his spouse, family members and friends, firm, company or organization, and
                                         shall use his best endeavours to prevent the publication or disclosure of, any Confidential
                                         Information.



 






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		10.3	The
                                         restrictions in this clause shall not apply:



 


		(a)	to
                                         any disclosure or use authorized by the Company or required by the Employment;



 


		(b)	to
                                         disclosure to the extent required by law, provided that the SVP:



 


		(i)	provides
                                         the Company with as much prior written notice as possible of such a requirement so that
                                         the Company may seek a protective order or other appropriate remedy, to the extent permitted;
                                         and



 


		(ii)	reveals
                                         only that part of the Confidential Information which he is legally obliged to disclose;



 


		(c)	to
                                         information or knowledge which has come into the public domain without fault on the part
                                         of the SVP.



 


		10.4	Clause
                                         10 of this Agreement shall survive notwithstanding termination of this Agreement.



 


		10.5	In
                                         the event the SVP fails to observe or comply with Clause 10 of this Agreement, the Company
                                         may institute legal proceedings against the SVP or take whatever action that the Company
                                         may deem appropriate to protect its rights over the Confidential Information including
                                         but not limited to seeking injunctive relief and/or monetary damages.



 


		10.6	All
                                         notes, memoranda, records and writings made by the SVP in relation to the business of
                                         the Company or concerning any of his dealings or affairs or the dealings or affairs of
                                         any clients or customers of the Company shall be and shall remain the property of the
                                         Company and shall be handed over by him to the Company from time to time on demand and
                                         in any event upon his termination of the Employment and the SVP shall not retain any
                                         copy thereof.



 






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		11.	Restrictions
                                         on the SVP



 


		11.1	The
                                         SVP undertakes to the Company that at any time during the term of the Employment and
                                         for a period of eighteen (18) months after expiry or termination of this Agreement, whichever
                                         is later, he shall not:



 


		(a)	in
                                         Hong Kong either on his own account or in conjunction with or as an agent or in such
                                         other capacity on behalf of any person, firm or company, carry on or be engaged, concerned
                                         or interested directly or indirectly whether as shareholder, director, employee, partner,
                                         agent, consultant, adviser or otherwise in carrying on any business in direct or indirect
                                         competition with the Company;



 


		(b)	either
                                         on his own account or in conjunction with or on behalf of any other person, firm or company
                                         solicit or entice away or attempt to solicit or entice away from the Company the customer
                                         of any person, firm, company or organization who is or shall at any time within two (2)
                                         years prior to such cessation have been a customer, client, identified prospective customer
                                         or client, representative, agent or correspondent of the Company;



 


		(c)	either
                                         on his own account or in conjunction with or on behalf of any other person, firm or company
                                         solicit or entice away or attempt to solicit or entice away from the Company any person
                                         who is or shall have been at the date of or within two (2) years prior to such cessation
                                         a director, officer, manager, consultant or employee of the Company whether or not such
                                         person would commit a breach of contract by reason of leaving such employment;



 


		(d)	receive
                                         on his own account or in conjunction with or on behalf of any other person, firm or company
                                         any benefit (monetary or otherwise), directly or indirectly, from the prospective investor,
                                         investor or any related persons (including their respective shareholders, directors,
                                         officers, employees).



 


		12.	Termination



 


		12.1	During
                                         the first month of the probation period, no notice period or payment in lieu by either
                                         Party is required. From the second month of the probation period onwards, seven (7) days’
                                         prior written notice or payment in lieu of notice (“Payment in Lieu”)
                                         should be given by either Party. After the probation period and upon confirmation of
                                         employment, either Party may terminate the Employment by giving the other 1 month’s
                                         prior written notice or Payment in Lieu.



 






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		12.2	For
                                         the avoidance of doubt, the SVP shall not be entitled to receive any payment in addition
                                         to the Payment in Lieu in respect of any leave entitlement that would have accrued during
                                         the period for which the Payment in Lieu is made. The Payment in Lieu shall be subject
                                         to such deductions as may be required by law and shall be made in full and as final settlement
                                         of any claims (other than statutory claims) either Party may have against the other Party
                                         arising from the Employment or the termination thereof.



 


		12.3	The
                                         Company may also terminate the Employment immediately and with no liability to make any
                                         further payment to the SVP (other than in respect of amounts accrued due at the date
                                         of termination and any amount required by law) if the SVP:



 


		(a)	commits
                                         any serious or repeated breach of any of his obligations under this Agreement or his
                                         Employment;



 


		(b)	is
                                         guilty of serious misconduct which, in the Company’s reasonable opinion, has damaged
                                         or may damage the business or affairs of the Company;



 


		(c)	is
                                         guilty of conduct which, in the Company’s reasonable opinion, brings or is likely
                                         to bring him, the Company into disrepute;



 


		(d)	is
                                         convicted of a criminal offence;



 


		(e)	is
                                         declared bankrupt or is being filed against a petition for bankruptcy order; or



 


This
clause shall not restrict any other right the Company may have (whether at common law or otherwise) to terminate the Employment
summarily.


 


Any
delay by the Company in exercising its rights under this clause shall not constitute a waiver of those rights.


 


		12.4	On
                                         termination of the Employment for whatever reason (and whether in breach of contract
                                         of otherwise) the SVP shall:



 


		(a)	as
                                         soon as possible deliver to the Company originals and copies of all books, documents,
                                         computer records, materials, notes, memoranda, statements, files, computer hardware/software,
                                         and any other property regardless of form, format or media, relating to the business
                                         of or belonging to the Company which is in his possession or under his control. The SVP
                                         is not entitled to retain copies or reproductions of any such property;



 


		(b)	as
                                         soon as possible resign from any office he holds with the Company without any compensation
                                         for loss of office.



 






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		12.5	The
                                         SVP shall not at any time after termination of the Employment represent him as being
                                         in any way concerned with or interested in the affairs of the business of, or employed
                                         by, the Company.



 


		12.6	The
                                         SVP shall not at any time after termination of the Employment contact, approach, liaise,
                                         communicate with or solicit business from any of the Company’s customers.



 


		13.	Miscellaneous



 


		13.1	This
                                         Agreement, together with any other documents referred to in this Agreement, supersedes
                                         all other agreements both oral and in writing between the Company and the SVP and for
                                         any terms of employment previously in force between the Company and the SVP, if any,
                                         whether or not on a legal or formal basis (which shall be deemed to have been terminated
                                         by mutual consent). The SVP acknowledges that he has not entered into this Agreement
                                         in reliance upon any representation, warranty or undertaking which is not set out in
                                         this Agreement or expressly referred to in it as forming part of the SVP’s contract
                                         of employment. Nothing in this clause shall exclude any liability for, or remedy in respect
                                         of, fraudulent misrepresentation by a Party.



 


		13.2	If
                                         any term or other provision of this Agreement is held to be invalid, illegal or incapable
                                         of being enforced by law, all other provisions of this Agreement shall nevertheless remain
                                         in full force.



 


		13.3	This
                                         Agreement shall be governed by, and interpreted in accordance with, Hong Kong law.



 


		13.4	Except
                                         as expressly provided otherwise in this Agreement, the courts of Hong Kong are to have
                                         exclusive jurisdiction to settle any disputes (including claims for set-off and counterclaims)
                                         which may arise in connection with this Agreement. For such purposes each Party irrevocably
                                         submits to the jurisdiction of the Hong Kong courts.



 






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IN
WITNESS WHEREOF the Parties have executed this Agreement on the date first written above


 


The
Employee




	SIGNED By	)	
	CHUNG James Wai Hong	)	/s/
    James Wai Hong Chung
	holder of Hong Kong identity card no. *********	)	
		)	
	in the presence of: Belinda Mak	)	/s/
    Belinda Mak
	 	 	 
	The Company	 	 
	SIGNED by AU, Yat-Gai	)	/s/
    Yat-Gai Au
	for and on behalf of	)	
	Regencell Biotechnology Limited	)	
		)	
	in the presence of: Belinda Mak	)	/s/
    Belinda Mak



 


 


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