chtl_10k-ex1024.htm


    
      
        
          

        

      

      EXHIBIT
10.24

    

     

    

     

     

    Independent
Contractor Agreement

     

     

    1.  Parties

     


    This
Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc.
(“ChinaTel”) and Mario Alvarez (“Independent Contractor”).

     

    
      2.  Term
of this Agreement

    

     


    The term
of this Agreement shall be effective as of May 29, 2008 and shall expire August
31, 2009 (“Term”).  This Agreement may be terminated by either party
upon one party giving the other party one hundred eighty (180) days’ prior
written notice.

       

3.  Services
to be Performed by Independent Contractor

     

    Independent
Contractor shall perform the following professional services (the “Services”) of
the following description as an independent contractor to ChinaTel, acting as
its Chief Operating Officer, during the entire Term of this
Agreement.  Among other services, the Services include, but are not
limited to: (i) planning, organizing and managing all activities related to
ChinaTel’s deployment of a broadband wireless telecommunications network in the
People’s Republic of China, Latin America and the Commonwealth of Independent
States of the Former Soviet Union (collectively, the “ChinaTel Network”); (ii)
planning, organizing, and managing all personnel and vendors related to the
deployment of the ChinaTel Network; and (iii) ; and (iv) managing the provision
of all deployment services to ChinaTel through outside consultants and/or
vendors.

       

4.  Payment

     


    ChinaTel
shall pay Independent Contractor for the Services described below for a fixed
fee of Three Million (3,000,000) shares of restricted ChinaTel’s Series A common
stock (“Shares”).  For purposes of valuation of the Shares, the price
per Share shall equal the lesser of: (i) ninety five cents $0.95 per Share; or
(ii) eighty percent (80%) of the volume weighted average of the closing bid
price for the Shares on the Over The Counter Bulletin Board Exchange for the ten
(10) day period from May 21, 2009 until May 31, 2009. At the conclusion of the
Term, ChinaTel shall promptly cause the Independent Contractor Fee to be paid to
Independent Contractor.

       

5.  State
and Federal Taxes

      


    Independent
Contractor shall assume full responsibility for the payment of any taxes (or any
other obligations or payments) that may be claimed as owed by any unit of
government, as a result of remuneration paid to Independent Contractor for the
performance of the Services.  This includes income, Social Security,
Medicare and self-employment taxes.  Independent Contractor shall also
pay all unemployment contributions related to the performance of the
Services.  Independent Contractor shall defend and indemnify ChinaTel
with regard to any such payments.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    6.  Fringe
Benefits

    
    

    Independent
Contractor shall not be eligible to receive any employee benefits from ChinaTel,
including, but not limited to, medical, dental, vision, long-term disability,
accidental death and dismemberment, flexible spending account, mental health
services, family and medical care leave benefits, vacation benefits and
participation in any ChinaTel 401 (k) plan.

    


    
      7.  Independent
Contractor Status

    

     


    The
parties intend Independent Contractor to act as an independent contractor in the
performance of the Services.  Independent Contractor shall have the
right to control and determine the methods and means of performing the
Services.  Independent Contractor shall use his own expertise and
judgment in performing the Services, recognizing that ChinaTel is relying on
Independent Contractor to consult, when appropriate, with employees of ChinaTel
and its subsidiaries and affiliated companies.

    


    
      8.  Other
Clients of Independent Contractor

    

      


    ChinaTel
understands that, in addition to providing services to ChinaTel on its matters,
Independent Contractor may be retained, directly or indirectly, by other
entities or individuals to provide services separate and apart from the
Services. Independent Contractor shall be responsible for following appropriate
procedures to avoid any breach of client confidentiality or any conflicts of
interest on the part of Independent Contractor which regard to the performance
of the Services.  These procedures include, but are not limited to,
the following:

    


    
      	
              (a)  

            	
              The
      parties associated with any matter for which Independent Contractor is
      retained outside of the Services must be processed in advance for
      conflicts with ChinaTel and any of its subsidiaries and affiliated
      companies (collectively, “ChinaTel Group”). If a conflict of interest
      exists or appears to exist, Independent Contractor shall not perform any
      services for such third party, unless and until the conflict is
      resolved.

            


    

    


    
      	
              (b)  

            	
              Independent
      Contractor shall use Independent Contractor’s own letterhead and business
      cards, and not those of ChinaTel, when providing service to its clients
      outside of this Agreement.  Independent Contractor’s shall use
      Independent Contractor’s own letterhead for engagement letters and all
      other correspondence on matters not associated with the
      Services.

            


    

    


    
      	
              (c)  

            	
              Independent
      Contractor shall not utilize any ChinaTel personnel or resources on any
      matters for a client outside of this Agreement.  Should
      Independent Contractor desire to utilize the services of such personnel or
      resources on any such matter, Independent Contractor must first obtain
      prior written approval from the Chief Executive Officer of
      ChinaTel.

            


    

    


    
      	
              (d)  

            	
              Independent
      Contractor shall bill any client not associated with this Agreement using
      Independent Contractor’s own letterhead or billing
  form.

            


    

    


    
      	
              (e)  

            	
              Independent
      Contractor shall not discuss with his other clients the Services being
      performed pursuant to this Agreement; likewise, Independent Contractor
      shall not discuss with any ChinaTel personnel issues pertaining to
      Independent Contractor’s work for his other
  clients.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    9.  Assistants

      


    Independent
Contractor, at Independent Contractor’s sole expense, may employ assistants as
Independent Contractor deems appropriate to perform the Services. Independent
Contractor shall be responsible for paying these assistants and expenses
attributable to them, including income, Social Security, Medicare taxes and
unemployment contributions.  Independent Contractor shall maintain
Worker’s Compensation Insurance for all his employees in connection with their
work on the Services.

      



    10.  Equipment
and Supplies

      


    Independent
Contractor, at Independent Contractor’s sole expense, shall provide all
equipment, tools and supplies necessary to perform the Service.

    


    
      11.  Expenses

    

       


    Independent
Contractor shall be responsible for all expenses required for the performance of
the Services, which shall be included in the Independent Contractor
Fee.

    


    
      12.  Confidential
Information

    

       


    In order
to assist Independent Contractor in the performance of the Services, ChinaTel
may supply Independent Contractor, from time to time, with information
concerning ChinaTel and the ChinaTel Group, and their respective customers and
suppliers, hereinafter referred to as “Confidential
Information.”  Independent Contractor shall hold confidential and not
disclose to others, either directly or indirectly, any and all Confidential
Information, propriety information, technical data, trade secrets or know-how,
including, but not limited to, research, product plans, products, services,
customers, customer lists, markets, software, developments, inventions,
processes, formulas, technology, designs, financial data and other business
information which may be learned from ChinaTel and/or the ChinaTel Group before
and during the term of this Agreement, unless the same have been furnished
directly to Independent Contractor by ChinaTel and Independent Contractor is
advised in writing by ChinaTel that such information is not Confidential
Information. Independent Contractor acknowledges that the terms and conditions
of this Agreement are deemed confidential by ChinaTel and agrees not to disclose
any information regarding it to any third party, without ChinaTel’s prior
written consent.  All documents containing Confidential Information
shall be returned to ChinaTel, and no copies shall be retained by Independent
Contractor on the termination or expiration of this Agreement.  Not
withstanding the foregoing, such duty of confidentiality shall not extend to
information which is or comes into the public domain, is rightfully obtained for
third parties under a duty of confidentiality, or which is independently
developed without reference to ChinaTel’s Confidential
Information.  The duties of confidentiality imposed by this Agreement
shall survive any termination or expiration of this Agreement for a period of
three (3) years. All data and information developed by Independent Contractor
(including notes, summaries, and reports), while performing the Services, shall
be kept strictly confidential and shall not be revealed to third parties,
without ChinaTel’s prior written consent thereto. All such data and information
shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s
request.

    


    
      13.  Dispute
Resolution

    

      


    If a
dispute arises relating to this Agreement or the termination thereof, claims for
breach of contract or breach of the covenant of good faith and fair dealing,
claims of discrimination or any other claims under any federal, state or local
law or regulation now in existence or hereinafter enacted, and as amended from
time to time (“Dispute), the parties shall attempt in good faith to settle the
Dispute through mediation conducted by a mediator to be mutually selected by the
parties. The parties shall share the costs of the mediator
equally.  Each party shall cooperate fully and fairly with the
mediator, and shall reach a mutually satisfactory compromise of the
Dispute.  If the Dispute is not resolved within thirty (30) days after
it is referred to the mediator, it shall be resolved through final and binding
arbitration, as specified in this Section 13.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Binding
arbitration shall be conducted by the Judicial Arbitration and Mediation
Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by
a single arbitrator acceptable to both parties.  If the parties fail
to agree to an arbitrator within ten (10) days of a written demand for
arbitration being sent by one party to the other party, then JAMS shall select
the arbitrator according to the JAMS Rules for Commercial
Arbitration.  The arbitration shall be conducted pursuant to the
California Code of Civil Procedure and the California Code of
Evidence.  The award of such arbitrator shall be final and binding on
the parties, and may be enforced by any court of competent jurisdiction. In the
event of arbitration to resolve a Dispute, the prevailing party shall be
entitled to recover its attorney’s fees and other out-of-pocket costs incurred
in connection therewith from any non-prevailing party involved
therein.

      


    14.  Assignment
of the Agreement; Delegation of Responsibilities; Successors and
Assignees

      


    Independent
Contractor shall not assign any of his rights under this Agreement or delegate
any of his responsibilities without the prior written consent of ChinaTel, which
may be exercised in its sole discretion. This Agreement binds and benefits the
heirs, successors and assignees of the parties to this Agreement, subject to the
prohibition on assignments contained in this Section 14.

      



    
      15.  Notices

    

      


    All
notices, requests and demands to or upon a party hereto, to be effective, shall
be in writing and shall be sent: (i) certified or registered mail, return
receipt requested; (ii) by personal delivery against receipt; (iii) by overnight
courier; or (iv) by facsimile and, unless otherwise expressly provided herein,
shall be deemed to have been validly served, given, delivered and received: (a)
on the date indicated on the receipt, when delivered by personal delivery
against receipt or by certified or registered mail; (b) one business day after
deposit with an overnight courier; or (c) in the case of facsimile notice, when
sent. Notices shall be addressed as follows:

     

    ChinaTel
Group, Inc.

    8105
Irvine Center Drive, Suite 820

    Irvine,
California 92618

    Fax No.
(949) 453-1822

    Attention:  George
Alvarez

    


    Mario
Alvarez

    4301
Collins Avenue

    No.
105

    Miami
Beach, Florida 33140

    Fax No.
(305) 534-3376

    Attention:
Mario Alvarez

    


    
      16.  Governing
Law

    

      


    This
Agreement shall be governed by and construed in accordance with the laws of the
State of California, without resort to California’s conflict-of-laws
rules.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    17.  Counterparts

      


    This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original copy of this Agreement and all of which, when taken
together, shall be deemed to be one and the same agreement.

       



    18.  Waiver

      


    If one
party waives any term or provision of this Agreement at any time, that waiver
will be effective only for the specific instance and specific purpose for which
the waiver was given.  If either party fails to exercise or delays
exercising any of his or her rights or remedies under this Agreement, the party
retains the right to enforce that term or provision at a later
time.

      


    19.  Severability

      


    If any
court determines that any provision of this Agreement is invalid or
unenforceable, any invalidity or unenforceability will affect only that
provision and will not make any other provision of this Agreement invalid or
unenforceable, and such provision shall be modified, amended or limited only to
the extent of necessary to render it valid and enforceable.

      



    
      20.  ChinaTel’s
Responsibilities

    

      


    ChinaTel
shall be responsible to keep Independent Contractor apprised of facts pertinent
to the Services and to review and comment concerning documents prepared by
Independent Contractor.

      



    
      21.  Entire
Agreement and Modification

    

      


    This
Agreement supersedes all prior agreements between the parties with respect to
its subject matter and constitutes a complete and exclusive statement of the
terms of this Agreement with respect to its subject matter. This Agreement may
not be amended, except in writing signed by both parties.

     

     

    China
Tel Group, Inc.

    


     

    By: 
/s/ George
Alvarez                                

    George
Alvarez

     

    Title:
Chief Executive Officer

     

     

    Mario
Alvarez

     

     

    By: 
/s/ Mario
Alvarez                                    

    Mario
Alvarez

     

    Title:
Principal Architect and Chief Operating Officer

     

    
      
        
        

      

      
        5