Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(“Agreement”) is entered into this 3rd day of March, 2017 (the “Effective Date”) by and between YEFANG
ZHANG (“Employee”) and FARMMI, INC., (“Farmmi”).


 


WHEREAS, Farmmi desires
to employ Employee as the Chief Executive Officer of FARMMI, the parent company of its subsidiaries (Farmmi International Limited,
Farmmi (Hangzhou) Enterprise Management Co., Ltd., Hangzhou Suyuan Agriculture Technology Co., Ltd., Hangzhou Nongyuan Network
Technology Co., Ltd, Lishui Farmmi Technology Co., Ltd., Zhejiang FLS Mushroom Co., Ltd., and Zhejiang Forest Food Co., Ltd. are
all referred to collectively herein as “Farmmi”); and


 


WHEREAS, Employee
and Farmmi desire to establish and govern the employment relationship under the terms and conditions set forth in this Agreement;
and


 


NOW, THEREFORE, in consideration of the
mutual covenants and promises set forth herein, the adequacy of which is acknowledged, Employee and Farmmi hereby agree as follows:


 


1.            Employment.
Employee is being employed by Farmmi as the Chief Executive Officer upon and subject to the terms and conditions of this Agreement.
During the term of her employment under this Agreement, Employee shall report to Farmmi’s Board of Directors, or to such
other persons as Farmmi may designate from time to time. Farmmi reserves the right to change Employee’s title, duties, and
reporting relationships as may be determined by it to be in the best interests of Farmmi.


 


2.            Duties.


 


(a)          During
the term of her employment under this Agreement, Employee will perform her duties hereunder at such time or times as Farmmi may
reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement
and shall include: (i) devoting her best efforts and her entire business time to further properly the interests and revenues of
Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to
her activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of
Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and
(v) fully accounting for all monies and other property of Farmmi of which she may from time to time have custody and delivering
the same to Farmmi whenever and however directed to do so.


 


(b)          In
performing her duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee
shall perform her duties and responsibilities in a professional manner and consistent with the overall goals and objectives of
Farmmi and applicable federal, state, and local law.


 




     


     


    

 


(c)          In
performing her duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws
and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and
requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere
to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges
and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee.


 


(d)          During
her employment with Farmmi, Employee shall devote her full time, attention, and best efforts to the operations of Farmmi and the
fulfillment of her duties. Employee agrees that, during her employment with Farmmi, she will exercise the highest degree of loyalty
and will conduct her duties with the highest degree of care. During her employment with Farmmi, Employee shall not directly or
indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise
and whether or not done for compensation, gain, or other financial or economic advantage.


 


3.            Compensation.
For all services rendered by Employee to Farmmi, Farmmi shall pay Employee an base gross annual salary of Three Hundred Thousand
RMB (¥300,000), paid by Zhejiang Forest Food Co., Ltd.,
a PRC company (“Forest Food”) (also referred to as 浙江富来森食品有限公司
in Chinese) and Hangzhou Nongyuan Network Technology Co., Ltd., a PRC company (“Nongyuan Network”) (also referred
to as 杭州农源网络科技有限公司
in Chinese). Employee’s annual gross salary will be paid to Employee in accordance with Farmmi’s standard payroll
policies and practices, beginning with the first regularly scheduled pay date following the Effective Date of this Agreement.
Employee understands and acknowledges that the base gross annual salary to be paid to her under this Agreement will be reduced
by all applicable payroll and withholding taxes and any other deductions authorized by Employee for the provision of employee
benefits or otherwise. Farmmi will conduct an annual performance review of Employee, and any changes in Employee’s salary
shall be determined in the sole discretion of Farmmi.


 


4.            Expenses.
Farmmi shall reimburse Employee for all ordinary and necessary out-of-pocket expenses incurred and paid by Employee in the course
of the performance of Employee’s duties pursuant to this Agreement, provided that Employee incurred such expenses consistent
with Farmmi’s policies in effect from time to time with respect to travel, entertainment and other business expenses. To
receive such expenses reimbursement, Employee shall submit written requests, along with supporting documentation and/or receipts,
in compliance with Farmmi’s requirements with respect to the manner of approval and reporting of such expenses.


 


5.            Additional
Benefits.


 


(a)          Subject
to meeting the eligibility requirements to participate in such plans under the terms and conditions established by the plans,
Employee shall be eligible to participate in all employee benefits programs provided by Farmmi to its employees, as such may be
established and modified from time to time in the discretion of Farmmi. However, nothing contained in this Agreement shall be
construed to obligate Farmmi in any manner to maintain any existing plans, put into effect any plans not presently in existence,
or provide special benefits to Employee.


 




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(b)          During
the term of this Agreement, Employee shall be entitled to all national statutory annual paid vacation leave per year. Employee
understands and agrees that all vacation time shall be approved by the Chair of the Board before Employee takes such leave. Employee’s
ability to carry over unused vacation leave from year to year and to receive payment for unused vacation leave upon termination
of employment shall be governed by Farmmi’s policies in existence at the time of such occurrence.


 


6.            Indemnity.
Farmmi will indemnify Employee against all expenses, including legal fees, and against all judgments, fines and amounts paid in
settlement and reasonably incurred in connection with civil, criminal, administrative or investigative proceedings to which Employee
is party or are threatened to be made a party by reason of Employee acting as the Chief Executive Officer. To be entitled to indemnification,
Employee must have acted honestly and in good faith with a view to the best interest of Farmmi and, in the case of criminal proceedings,
Employee must have had no reasonable cause to believe Employee’s conduct was unlawful. Such limitation of liability does
not affect the availability of equitable remedies such as injunctive relief or rescission. These provisions will not limit Employee’s
liability under United States federal securities laws.


 


7.            Termination.


 


(a)          Either
party may terminate this Agreement at any time, for any reason or for no reason, with or without cause, upon thirty (30) days’
written notice to the other party.


 


(b)          Notwithstanding
Paragraph 7(a) above, Employee’s employment with Farmmi shall terminate immediately upon: (i) the death, disability, or
adjudication of legal incompetence of Employee; (ii) Farmmi’s ceasing to carry on its business without assigning this Agreement;
or (iii) Farmmi becoming bankrupt. For purposes of this Agreement, Employee shall be deemed to be disabled when Employee has become
unable, by reason of physical or mental disability, to satisfactorily perform the essential functions of her job and there is
no reasonable accommodation that can be provided to enable her to perform satisfactorily those essential functions. Such matters
shall be determined by, or to the reasonable satisfaction of, Farmmi.


 


(c)          Notwithstanding
Paragraph 7(a) above, Farmmi may immediately terminate this Agreement for cause, effective upon the provision of notice to Employee,
for the following reasons: (i) Employee’s repeated failure to satisfactorily and substantially perform her duties as an
employee of Farmmi (other than any such failure resulting from a disability), which failure has continued without remedy for more
than thirty (30) days after Farmmi has provided written notice thereof; (ii) Employee’s dishonesty, incompetence, willful
misconduct, gross negligence, or breach of fiduciary duty; (iii) failure to comply with the lawful directives of Farmmi’s
Board of Directors; (iv) failure to abide by and/or comply with any laws or regulations governing or relating to the operations
of Farmmi; (v) failure to abide by and/or comply with any other applicable laws, including, but not limited to, laws prohibiting
discrimination and harassment in the workplace; (vi) theft, misappropriation, or misuse of Farmmi’s property or assets;
(vii) Employee’s conviction of or plea of guilty or nolo contendere to any felony or any other crime involving theft, dishonesty,
or fraudulent conduct; or (viii) breach of Employee’s obligations under this Agreement.


 




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(d)          In
the event Employee’s employment with Farmmi is terminated by Employee or Employer for any or no reason, Farmmi shall pay
or provide to Employee any salary that Employee shall have earned and not yet received through the date of such employment termination,
determined on a pro rata basis based on the number of work days in the month of termination.


 


8.            Employee
Covenants.


 


(a)          Non-Disclosure
and Return of Confidential Information.


 


(i)          Employee
acknowledges that, as an employee of Farmmi, Employee will be provided access to, and may develop or assist in developing on Farmmi’s
behalf, confidential and proprietary information and trade secrets. As used in this Agreement, “Confidential Information”
shall be deemed to include, but shall not be limited to, information and materials related to Farmmi’s business procedures,
methods, and manufacturing processes for producing its products; marketing plans and strategies; customer lists, business histories,
customer presentations, strategic business opportunities and plans; market research, analyses of customer information, and prospective
customer lists; pricing of goods sold, margins, and sales strategies; accounting, operational, organizational, and financial data,
processes, and services; technical know-how; research and development; proprietary computer software and hardware; and any other
information that is not generally known to the public or within the industry in which Farmmi competes. “Confidential Information”
shall also be deemed to include information or material received by Farmmi from others and intended by them to be kept in confidence
by its recipients. “Confidential Information” shall not include Employee’s general skills and knowledge concerning
general business practices not specific to Farmmi’s business, nor shall it include information that has become widely disseminated
and generally available to the public through no wrongful act or omission on the part of Employee.


 


(ii)         At
all times during and after employment with Farmmi, Employee shall take all reasonable steps necessary to preserve the confidential
and proprietary nature of Confidential Information and to prevent the inadvertent or accidental disclosure of Confidential Information.
Employee will not use, disclose, transfer, or make available any Confidential Information other than: (i) as required by the proper
performance of Employee’s duties for Farmmi; (ii) as authorized by Farmmi; and (iii) as required by an order or subpoena
from a court of competent jurisdiction and/or administrative agency, provided that, prior to such disclosure, Employee promptly
notifies Farmmi so that Farmmi may take appropriate action with such court or agency to protect its Confidential Information.
Employee will not remove any Confidential Information from Farmmi’s premises or make copies of such materials except for
use in Farmmi’s business. Employee shall not retain any tangible, intangible, or electronic copies of any Confidential Information
after the termination of her employment with Farmmi for any reason.


 


(iii)        If
part of the Confidential Information is known by public, but other parts or the whole is not public knowledge yet, the whole Confidential
Information still has confidential value. Employee agrees to have non-disclosure covenant for such Confidential Information. Employee
shall not disclose such information directly or indirectly, or solicit any third party to put together Confidential Information
by collecting the public part(s).


 




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(iv)        During
her employment with Farmmi, for the interest of Farmmi, Employee shall promptly report to Farmmi the Confidential Information
arising out of work, submit a written report, and assist Farmmi to obtain the right of such information. Such Confidential Information
shall be owned Farmmi exclusively. During employment with Farmmi, employee shall fully disclose all of her conceptions about Farmmi’s
business to Farmmi.


 


(v)         The
compensation paid to Employee by Farmmi has included all the consideration for Employee to perform the covenants in Paragraph
8(a).


 


(vi)        Employee
warrants that, unless Employee has stated to Farmmi in writing, Employee’s usage or disclosure of any confidential information
during employment with Farmmi does not violate any confidentiality agreement between Employee and any previous employer or other
party. No matter if Employee is bound by such confidentiality agreement, Employee shall not disclose it to Farmmi, or solicit
Farmmi to use any confidential information of Employee’s any previous employer or other party.


 


(b)          Non-Compete.


 


(i)          Employee
acknowledges that, during the course of her employment, Employee will be granted access to and may develop or assist in developing
Farmmi’s Confidential Information and goodwill. Employee recognizes and agrees that in light of her extensive access to
and knowledge of such Confidential Information and in order to protect Farmmi’s goodwill with its customers, Farmmi has
a reasonable and legitimate interest in protecting itself from unfair competition as set forth in subsection (ii).


 


(ii)         Non-Compete
Period is the course of employment with Farmmi and a period of two (2) years after Employee’s employment with Farmmi ceases
(whether voluntarily or involuntarily and for whatever reason) . During the Non-Compete Period, Employee shall not, on her own
behalf or on behalf of any other person or entity, compete with Farmmi by engaging in a position where Employee holds any registered
or beneficial ownership/stock interest, or as its employee, consultant, management, director or other capacity, holds any interest
of any company or entity that competes with the goods and services provided by Farmmi, or helps or assists such company by any
way; (ii) usurp business opportunities provided by other parties to Farmmi, use Farmmi’s resources to create any business
opportunity for herself; take commission fee related to Farmmi’s transactions, sign contracts or conduct transactions with
Farmmi without proper approval under internal rules of Farmmi; or conduct other actions detrimental to Farmmi’s interests
and/or competitive position, (iii) use any of Farmmi’s names, any other name that Farmmi uses to operate business, or any
similar name, or use such name to build or create any entrepreneur entity, organization or domain name, or use it in any other
way without written consent of Farmmi, or (iv) call herself employee of Farmmi or related with Farmmi in any way, after termination
of her employment with Farmmi. This restriction shall only apply within any geographic area serviced by Employee for Farmmi at
any time during the one (1) year period preceding Employee’s termination of employment.


 




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(iii)        During
the Non-Compete Period, if Employee continues performing all the covenants in Paragraph 8(b), Farmmi will pay Employee compensation.
The calculation of such compensation is: if Employee continues performing non-compete covenant within twenty (24) months after
the termination of employment, Farmmi will pay Employee compensation equaling to six (6) months of base salary prior to the termination
of employment and pay it month by month. Employee confirms that such compensation is enough and reasonable. Employee further agrees
that Farmmi has the right at its sole discretion to choose to pay consideration for Employee to perform the covenants in Paragraph
8(b), or choose to cease payment of consideration to waive Employee’s covenants in Paragraph 8(b). Farmmi has the right
at its sole discretion to require Employee to continue to perform the non-compete covenant (but the term shall not exceed 24 months
after the termination of the employment).


 


(iv)        The
benefits obtained (including already obtained or agreed to obtain) by Employee through conducting restricted actions in the Non-Compete
Period shall belong to Farmmi.


 


(c)          Non-Solicitation
of Customers. Employee specifically agrees that, at all times during her employment with Farmmi and for a period of two (2)
years Employee will not solicit or offer to any Customer of Farmmi any goods or services that compete with the goods or services
provided by Farmmi. For purposes of this Agreement, the term “Customer” means: (i) any person or entity that contracted
with Farmmi for goods or services at any time during the twelve (12) month period preceding the Employee's termination of employment;
and (ii) any person or entity to whom Farmmi made a proposal or presentation for the provision of goods or services at any time
during the six (6) month period preceding Employee’s termination of employment. Except as set forth in Paragraph 8(b), this
restriction is not intended to prohibit Employee from providing goods or services to persons or entities who are not Customers
of Company.


 


(d)          Non-Solicitation
of Employees. Employee specifically agrees that, at all times during her employment with Farmmi and for a period of two (2)
years after Employee’s employment with Farmmi ceases (whether voluntarily or involuntarily and for whatever reason), Employee
shall not, on Employee’s own behalf or on behalf of any other person or entity, hire, recruit, solicit for employment, or
assist in solicitation or hiring any other employee who works for Farmmi. This includes, but is not limited to: (i) providing
to any such prospective employer the identities of any of Farmmi’s employees; (ii) providing to any such prospective employer
information about the quantity of work, quality of work, special knowledge, or personal characteristics of any person who is still
employed at the Farmmi at the time such information is provided; and/or (iii) assisting any of Farmmi’s employees in obtaining
employment with any such prospective employer through the dissemination of resumes and applications, or otherwise. Employee also
specifically agrees that she will not provide the information set forth in subparts (i), (ii), or (iii) above to any prospective
employer during interviews preceding possible employment.


 


(e)          Intellectual
Property.


 


(i)          Employee
agrees to disclose to Farmmi all inventions, ideas, works of authorship and other trade secrets made, developed and/or conceived
by her and arising out of Employee’s employment at all times during her employment with Farmmi and for a period of one (1)
year.


 




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(ii)         Employee
further agrees that all such inventions, ideas, works of authorship and other trade secrets made shall be “works made for
hire” and that Farmmi shall be deemed the author thereof under the U.S. Copyright Act or other applicable law, and all work
product is and shall be free from any claim or retention of rights thereto on the part of Employee.


 


(iii)        In
any event and at any time, Employee hereby irrevocably assigns to Farmmi any and all right, title interest in such inventions,
ideas, works of authorship and other trade secrets made, including any and all patents and/or copyrights in connection with any
of the foregoing, and agrees to do any and all acts necessary, and sign any and all instruments, which Farmmi may request to secure
all rights related to the foregoing in the United States or in any foreign country.


 


(iv)        By
exhibit to this Agreement, Employee lists all inventions she owns, including the ones she invents by herself and the ones she
invents with others. All the inventions, completed prior to the employment with Farmmi, and owned by Employee, or although owned
by third party but Employee can use within the scope of agreement, are called Prior Inventions. If no exhibit discloses such inventions,
it deems that Employee states such Prior Invention does not exist. If, during her employment with Farmmi, Employee uses any Prior
Invention on products, service, procedure, or machine equipment of Farmmi, Farmmi automatically gets non-exclusive, free, irrevocable,
permanent and global license (including sublicensing to others through different levels of sublicense) to produce, modify, use
and sell such Prior Invention. In light of the foregoing, Employee agrees that, without prior written consent of Farmmi, Employee
shall not use any Prior Invention which has been used on Farmmi’s products or service, or authorize others to use.


 


(v)         During
her employment with Farmmi, Employee confirms the compensation paid from Farmmi to Employee fully covers the work for enforcing
the invention, such as proposal of concept, creation, development, improvement or simplification. Employee represents to give
up all legal priority rights to apply patent or trademark, rights to transfer any invention or technology products, and rights
to claim or challenge the ownership of “works made for hire.”


 


(vi)        Employee
acknowledges and agrees that the covenants and rights in Paragraph 8(e) will be effective for an indefinite period, and will not
be restricted by the termination of employment with Farmmi.


 




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(f)           Return
of Company Property.


 


Upon the request of
Farmmi or upon the termination of Employee’s employment with Farmmi for any reason, Employee shall return to Farmmi: (a)
all Confidential Information; (b) all other records, designs, patents, business plans, financial statements, manuals, memoranda,
lists, correspondence, reports, records, charts, advertising materials, and other data or property delivered to or compiled by
Employee by or on behalf of Farmmi or its operating subsidiaries, or their representatives, vendors, or customers that pertain
to Farmmi’s business, whether in paper, electronic, or other form; and (c) all keys, credit cards, computers, telephones,
PDA’s, equipment, and other property of Farmmi. Employee shall not retain or cause to be retained any copies of the foregoing.
Employee hereby agrees that all of the foregoing shall be and remain the property of Farmmi, and be subject, at all times to its
discretion and control.


 


(g)          Enforcement.


 


(i)          Employee
and Farmmi have examined in detail the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this
Agreement and agree that the restraints imposed upon Employee are reasonable in light of the legitimate interests of Farmmi and
are not unduly restrictive of Employee’s ability to earn a living following the termination of her employment.


 


(ii)         Employee
understands and agrees that the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement
survive the termination of her employment (regardless of the reason) and remain binding and enforceable against her according
to the restrictions’ respective terms.


 


(iii)        If
any of the covenants contained in Paragraph 8 (including all subsections) of this Agreement are held by a court or other enforcement
authority to be overly broad by reason of time period, geography or scope, the court shall modify any time period, geography or
scope deemed overly broad to the maximum time period, geography or scope that such court or other enforcement authority finds
reasonable and enforceable in light of all the circumstances present at the time such determination is made and this Agreement
shall be deemed to be amended at such time to reflect such determination.


 


(iv)        Employee
agrees that a breach by her of any of the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this
Agreement will result in irreparable injury to Farmmi for which a remedy at law shall be insufficient. Employee agrees that in
the event of a breach or threatened breach of such covenants, Farmmi shall be entitled to temporary, preliminary, and permanent
injunctive relief without the need to prove irreparable harm and without the necessity of placing a bond for such injunction.
The application of any form of injunctive relief shall not make any other legal or equitable remedy unavailable.


 


(v)         In
the event that the Employee is found by a court or other enforcement authority to have breached any of the covenants and restrictions
set forth in Paragraph 8 (including all subsections) of this Agreement, then the time periods set forth in such restrictions,
if any, shall automatically be extended by the length of time which Employee shall have been in breach of any of said provisions.


 


9.            Survival
of Obligations. All obligations of Employee that by their nature involve performance after the expiration or termination of
Employee’s employment with Farmmi, or that cannot be ascertained to have been fully performed until after the expiration
or termination of Employee’s employment with Farmmi, shall survive the expiration or termination of this Agreement. Except
as otherwise specifically provided in this Agreement, all of Farmmi’s obligations under this Agreement will terminate at
the time this Agreement or Employee’s employment with Farmmi is terminated for any reason.


 




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10.          Notice.
Any notice, request, consent or communication under this Agreement shall be effective only if it is in writing and personally
delivered or sent by certified mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery
service, with delivery confirmed, addressed as follows:


 


	If to Farmmi:	Farmmi, Inc.
	 	No. 307, Tianning Industrial Area
	 	Lishui, Zhejiang Province
	 	People’s Republic of China 323000
	 	 
	With a Copy to:	Anthony W. Basch
	 	Kaufman & Canoles, P.C.
	 	Two James Center, 14th Floor
	 	1021 E. Cary St.
	 	Richmond, VA 23219
	 	 
	If to Employee:	Yefang Zhang
	 	Farmmi, Inc.
	 	No. 307, Tianning Industrial Area
	 	Lishui, Zhejiang Province
	 	People’s Republic of China 323000


 


or such other persons and/or addresses
as shall be furnished in writing by any party to the other party, and shall be deemed to have been given only upon its delivery
in accordance with this Paragraph 10.


 


11.          No
Conflicts. Employee represents and warrants to Farmmi that neither the execution nor delivery of this Agreement, nor the performance
of Employee’s obligations hereunder will conflict with, or result in a breach of, any term, condition, or provision of,
or constitute a default under, any obligation, contract, agreement, covenant or instrument to which Employee is a party or under
which Employee is bound, including, but not limited to, the breach by Employee of a fiduciary duty to any former employers.


 


12.          Defined
Terms. A term defined in any part of this Agreement shall have the defined meaning wherever the term is used in this Agreement.


 


13.          Assignment.


 


(a)           This
Agreement may be assigned by Farmmi to any successor, subsidiary or affiliated entity or in connection with sale, merger, or consolidation
of Farmmi with another entity. Additionally, this Agreement shall be deemed to have been assigned without any further action on
the part of Farmmi to a successor entity in the event of a sale, merger, or consolidation of Farmmi. Such assignment may occur
without prior notice to Employee and without the provision of any additional consideration to Employee.


 




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(b)          Employee
understands and agrees that the duties and obligations of Employee under this Agreement are personal in nature and cannot be assigned,
in whole or in part, by Employee.


 


14.          Waiver.


 


(a)          Any
failure of any party on one or more occasions to enforce or require the strict keeping and performance of any of the terms and
conditions of this Agreement shall not constitute a waiver of such terms and conditions of this Agreement, shall not constitute
a waiver of such term or condition at any future time, and shall not prevent any party from insisting on the strict keeping and
performance of such terms and conditions at a later time.


 


(b)          The
existence of any claim or cause of action of the Employee against Farmmi, whether predicated upon an alleged breach of this Agreement
or otherwise, shall not relieve Employee of her obligations under this Agreement and shall not constitute a defense to the enforcement
by Farmmi of any provision of this Agreement, including but not limited to the covenants contained in Paragraph 8 of this Agreement.


 


15.          Governing
Law. This Agreement is deemed to have been entered into in China and shall be construed and interpreted at all times and in
all respects in accordance with the laws of China without regard to the principles of conflicts of laws, and jurisdiction and
venue for any action relating in any manner to this Agreement shall be in a court of competent jurisdiction located in or having
jurisdiction over China.


 


16.          Attorneys’
Fees. In the event there is any litigation to enforce this Agreement, the prevailing party will be awarded its/her costs,
expenses, and reasonable attorneys’ fees.


 


17.          Severability.
In the event that any provision of this Agreement shall be determined by a court or tribunal having proper jurisdiction to be
invalid, or illegal, or unenforceable, the remainder of this Agreement shall not be affected but shall continue in full force
and effect as though such invalid, illegal or unenforceable provision were not originally part of this Agreement.


 


18.          Amendment.
This Agreement may not be amended or modified except by an agreement in writing signed by all the parties hereto.


 


19.          Construction
of Agreement. Each party to this Agreement agrees and acknowledges that no presumption, inference, or conclusion of any kind
shall be made or drawn against the drafter or drafter(s) of this Agreement. Each party to this Agreement also agrees and acknowledges
that she/it has contributed to the final version of this Agreement through comments and negotiations.


 


20.          Headings.
The headings used in this Agreement are for convenience only and shall not be used to construe or interpret the meaning or intent
of any provision.


 




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21.          Entire
Agreement. This Agreement represents and contains the entire agreement and understanding between the parties with respect
to the terms and conditions of this Agreement and supersedes any and all prior and contemporaneous written and oral agreements,
understandings, representations, inducements, promises, warranties, and conditions between the parties with respect to the terms
and conditions of this Agreement. No agreement, understanding, representation, inducement, promise, warranty or condition of any
kind with respect to the terms and conditions of this Agreement shall be relied upon by either party unless expressly incorporated
herein.


 


22.          Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which
shall constitute one agreement that is binding upon both of the parties hereto, notwithstanding that both parties are not signatories
to the same counterpart.


 


[Signature page follows]


 




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IN WITNESS WHEREOF, the parties
have executed this Employment Agreement to be effective as of the date indicated above:


 


	 	FARMMI, INC.
	 	/s/ Corporate Chop
	 	 
	 	/s/ Yefang Zhang
	 	YEFANG ZHANG
	 	 
	 	Date: March 3, 2017


 




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