EXHIBIT 10.2


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(the “Agreement”), is entered into as of Aug 27th, 2021 (the “Effective Date”), by and
between Tianci International Inc., a United State of America corporation (the “Company”), and Shufang Gao, 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 Executive Director 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 Executive Director 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 Executive Director (the “Employment”) of the Company.


 


	2.	TERM


 


Subject to the terms and conditions
of this Agreement, the term of the Employment shall commence on the Effective Date and last for three(3) years, unless Executive’s
earlier death, resignation or removal.


 


	3.	DUTIES AND RESPONSIBILITIES


 


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



 



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	 	(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
base salary shall be USD3,800 per month, paid 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)	
    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.


 


 






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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.


 


(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.


 


	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.


 


 






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	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 Executive 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 United State of America.


 


	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.


  


 


	Tianci International Inc.	 
	 	 
	 	By:	 
	 	Name:	Shufang Gao
	 	Title:	Executive Director
	 	 	 
	 	 	 
	 	 	 
	 	Executive
	 	 
	 	By:	 
	 	Name: 	 



 


 


 






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