fs1a1ex10ii_apextalk.htm


     

     

    EXHIBIT
10.2 

     

    Consulting
Agreement

     

    This
Consulting Agreement, dated effective Feb 28, 2008 (this “Agreement”), is made
and entered into by and among Apextalk Holdings, Inc. a Delaware corporation,
with business address at 637 Howard Street, San Francisco, CA (the “Company”)
and Aaron Chan, an individual with address at 301 WHEECER ACE, SAN FRANCISCO CA
94134 (the
“Consultant”).

     

    1.
Scope of Work

     

    1.1  Services - The Company has
engaged Consultant to provide services in connection with the Company’s soft
switch. Consultant will work with Links International in Hong Kong and any other
programmers to further develop the Company’s soft switch.

     

    1.2  Confidentiality - Consultant
shall not divulge to others, any trade secret or confidential information,
knowledge, or data concerning or pertaining to the business and affairs of
Company, obtained by Consultant as a result of its engagement hereunder, unless
authorized, in writing by the Company.

     

    1.3  Standard of Conduct - In
rendering consulting services under this Agreement, Consultant shall conform to
high professional standards of work and business ethics. Consultant shall not
use time, materials, or equipment of the Company without the prior written
consent of the Company.

     

    1.4  Outside Services - Consultant
shall not use the service of any other person, entity or organization in the
performance of Consultant’s duties without the prior written consent of the
Company. Should the Company consent to the use by Consultant of the services of
any other person, entity or organization, no information regarding the services
to be performed under this Agreement shall be disclosed to that person, entity
or organization until such person, entity or organization has executed an
agreement to protect the confidentiality of the Company’s Confidential
Information and the Company’s absolute and complete ownership of all right,
title and interest in the work performed under this Agreement.

     

    2.
Independent Contractor

     

    2.1  Independent Contractor
- Consultant shall be, and in all aspects be deemed to be, an independent
contractor and is not an employee, partner, or co-venturer of, or in any other
service relationship with the Company. The manner in which Consultant’s services
are rendered shall be within Consultant’s sole control and discretion.
Consultant is not authorized to speak for, represent, or have no power to enter
any agreement on behalf of or otherwise bind the Company.


    
      
         


      

      
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    2.2  Taxes -
Consultant shall be responsible for all taxes arising from compensation
and other amounts paid under this Agreement, and shall be responsible for all
payroll taxes and fringe benefits of Consultant’s employees.

     

    3.
Compensation for Consulting Services

     

    3.1  Compensation -
The Company shall pay to Consultant $1,000 per month for his services
rendered to the Company under this Agreement. The service shall be started upon
signing of this Agreement, the payment shall be paid when Company accepts and
approves the delivery of work preformed according to this Agreement on a monthly
basis until the end of this Agreement.

     

    3.2  Reimbursement -
The Company agrees to reimburse Consultant for all actual reasonable and
necessary expenditures, which are directly related to the consulting services.
These expenditures include, but are not limited to, expenses related to travel
(i.e. airfare, hotel, temporary housing, meals, parking, taxis, mileage, etc.),
telephone calls, and postal expenditure. Expenses incurred by Consultant will be
reimbursed by the Company within 15 days of Consultant’s proper written request
for reimbursement.

     

    4.
Term and Termination

     

    4.1  Term - This
Agreement shall be effective as of March, 2008, and shall continue in full force
and effect for six (6) consecutive months. The Company and Consultant may
negotiate to extend the term of this Agreement and the terms and conditions
under which the relationship shall continue.

     

    4.2  Termination -
The Company shall have the right to terminate this Agreement hereunder by
furnishing Consultant with written notice thirty (30) days in advance of such
termination. However, no termination of this Agreement by Company shall in
anyway affect the right of Consultant to receive as a result of the Services
rendered hereunder:

     

    1. any
unpaid consultant fee

     

    2.
reimbursement for billed, accrued and/or unbilled disbursements and expenses
which both parties agreed and consent is absolute;

     

    4.3  Survival - The
provisions of Articles 5 and 6 of this Agreement shall survive the termination
of this Agreement and remain in full force and effect
thereafter.


    
      
         


      

      
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    5.
Confidential Information

     

    5.1  Obligation of Confidentiality -
In performing consulting services under this Agreement, Consultant may be
exposed to and will be required to use certain “Confidential Information” of the
Company. Consultant agrees that Consultant will not, use directly or indirectly
such Confidential Information for the benefit of any person, entity or
organization other than the Company, or disclose such Confidential Information
without the written authoization of the CEO of the Company, either during or
after the term of this Agreement, for as long as such information retains the
characteristics of Confidential Information.

     

    5.2  Property of the
Company - Consultant agrees that all plans, manuals and specific
materials developed by the Consultant on behalf of the Company in connection
with services rendered under this Agreement, are and shall remain the exclusive
property of the Company. Promptly upon the expiration or termination of this
Agreement, or upon the request of the Company, Consultant shall return to the
Company all documents and tangible items, including samples, provided to
Consultant or created by Consultant for use in connection with services to be
rendered hereunder, including without limitation all Confidential Information,
together with all copies and abstracts thereof.

     

    5.3  Data - All
drawings, models, designs, formulas, methods, documents and tangible items
prepared for and submitted to the Company by Consultant in connection with the
services rendered under this Agreement shall belong exclusively to the
Company.

     

    6.
General Provisions

     

    6.1  Construction of Terms
- If any provision of this Agreement is held unenforceable by a court of
competent jurisdiction, that provision shall be severed and shall not affect the
validity or enforceability of the remaining provisions.

     

    6.2  Governing Law -
This Agreement shall be governed by and construed in accordance with the
laws of California.

     

    6.3  Complete Agreement -
This Agreement constitutes the complete agreement and sets forth the
entire understanding and agreement of the parties as to the subject matter of
this Agreement and supersedes all prior discussions and understandings in
respect to the subject of this Agreement, whether written or oral.

     

    6.4  Modification -
No modification, termination or attempted waiver of this Agreement, or
any provision thereof, shall be valid unless in writing signed by the party
against whom the same is sought to be enforced.


    
      
         


      

      
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    6.5  Waiver of Breach - The waiver
by a party of a breach of any provision of  this Agreement by the other
party shall not operate or be construced as a waiver of any other or
subsequent breach by the party in breach.

     

    6.6  Successors and Assigns
- This Agreement may not be assigned by either party without the prior
written consent of the other party; provided, however. that the Agreement shall
be assignable by the Company without Consultant’s consent in the event the
Company is acquired by or merged into another corporation or business entity.
The benefits and obligations of this Agreement shall be binding upon and inure
to the parties hereto, their successors and assigns.

     

    6.7  No Conflict -
Consultant warrants that Consultant has not previously assumed any
obligations inconsistent with those undertaken by Consultant under this
Agreement.

     

    IN
WITNESS WHEREOF, this Agreement is executed as of the date set forth
above.

    
      	 
      	 
      	 
      	 
      	 
      
	
              Apextalk
      Holdings, Inc.

            	 
      	
              Aaron
      Chan

            
	 
      	 
      	 
      
	
              By:

            	/s/ Tony
      Lee	 
      	
              By:

            	/s/ Aaron
      Chan
	 
      	
              Tony
      Lee

            	 
      	 
      	
              
                Aaron
      Chan

              

            
	 
      	 
      	 
      	 
      	 
      
	
              Its:

            	
              CEO

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

     

     

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