exv10w1






Exhibit 10.1




Artistry Publications, Inc.

239 Jianxin Road, Jiangbei District,

Chongqing, PRC 400000




[                          ], 2010




To: [                          ]




     Re: Artistry Board of Directors — Acceptance Letter



Dear [                          ]:




     Artistry Publications, Inc., a Delaware corporation (the “Company”), is pleased to offer you a
director position on its Board of Directors (the “Board”). The Board’s purpose is to manage or
direct the property, affairs and business of the Company. The Board will meet approximately once a
month.



     Should you chose to accept this position as a member of the Board, this letter shall
constitute an agreement between you and the Company and contains all the terms and conditions
relating to the services you are to provide.



     1. Term. This agreement shall be for the ensuing year, commencing on the date of this
letter, and your term as director shall continue until your successor is duly elected and
qualified. The position shall be up for re-election each year at the annual stockholder’s meeting
and upon re-election, the terms and provisions of this agreement shall remain in full force and
effect.



     2. Services and Compensation. You shall render services in the area of managing or
directing the Company’s property, affairs and business (hereinafter your “Duties”). You shall
consult with other members of the Board at meetings held monthly in locations designated by the
Chairman of the Board of the Company. In consideration for your service as a member of the Board,
the Company agrees to pay you an annual compensation of 12,500 shares of the Company’s restricted
common stock (the “Annual Compensation”). The Annual Compensation shall be paid at the beginning
of each term of service. Your compensation as a director in any future periods is subject to the
determination of the Board of Directors, and may differ in future periods should you continue to
serve on the Board.



 









 





     3. Services for Others. You shall be free to represent or perform services for
other persons during the term of this agreement. However, you agree that you do not presently
perform
and do not intend to perform, during the term of this agreement, similar Duties, consulting or
other services for companies whose businesses are or would be, in any way, competitive with the
Company (except for companies previously disclosed by you to the Company in writing). Should you
propose to perform similar Duties, consulting or other services for any such company, you agree to
notify the Company in writing in advance (specifying the name of the organization for whom you
propose to perform such services) and to provide information to the Company sufficient to allow it
to determine if the performance of such services would conflict with areas of interest to the
Company.



     6. No Assignment. Because of the personal nature of the services to be rendered by
you, this agreement may not be assigned by you without the prior written consent of the Company.



     7. Confidential Information; Non-Disclosure. In consideration of your access to the
premises of the Company and/or you access to certain Confidential Information of the Company, in
connection with your business relationship with the Company, you hereby represent and agree as
follows:



          a. Definition. For purposes of this agreement the term “Confidential Information”
means:



               i. Any information which the Company possesses that has been created, discovered or developed
by or for the Company, and which has or could have commercial value or utility in the business in
which the Company is engaged; or



               ii. Any information which is related to the business of the Company and is generally not known
by non-Company personnel.



               iii. By way of illustration, but not limitation, Confidential Information includes
trade secrets and any information concerning products, processes, formulas, designs, inventions
(whether or not patentable or registrable under copyright or similar laws, and whether or not
reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research,
development and test results, specifications, data, know-how, software, formats, marketing plans,
and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities,
characteristics and agreements.



          b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall
not include:



               i. Any information which becomes generally available to the public other than as a result of a
breach of the confidentiality portions of this agreement, or any other agreement requiring
confidentiality between the Company and you;



               ii. Information received from a third party in rightful possession of such information who is
not restricted from disclosing such information; and



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               iii. Information known by you prior to receipt of such information from the Company, which
prior knowledge can be documented.



          c. Documents. You agree that, without the express written consent of the Company, you
will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines
or any other documents or items which in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of same. In the event you receive any such documents or
items by personal delivery from any duly designated or authorized personnel of the Company, you
shall be deemed to have received the express written consent of the Company. In the event that you
receive any such documents or items, other than through personal delivery as described in the
preceding sentence, you agree to inform the Company promptly of your possession of such documents
or items. You shall promptly return any such documents or items, along with any reproductions or
copies to the Company upon the Company’s demand or upon termination of this agreement.



          d. No Disclosure. You agree that you will hold in trust and confidence all
Confidential Information and will not disclose to others, directly or indirectly, any Confidential
Information or anything relating to such information without the prior written consent of the
Company, except as maybe necessary in the course of his business relationship with the Company.
You further agree that you will not use any Confidential Information without the prior written
consent of the Company, except as may be necessary in the course of your business relationship with
the Company, and that the provisions of this paragraph (d) shall survive termination of this
agreement.



     10. Entire Agreement; Amendment; Waiver. This agreement expresses the entire
understanding with respect to the subject matter hereof and supersedes and terminates any prior
oral or written agreements with respect to the subject matter hereof. Any term of this agreement
may be amended and observance of any term of this agreement may be waived only with the written
consent of the parties hereto. Waiver of any term or condition of this agreement by any party
shall not be construed as a waiver of any subsequent breach or failure of the same term or
condition or waiver of any other term or condition of this agreement. The failure of any party at
any time to require performance by any other party of any provision of this agreement shall not
affect the right of any such party to require future performance of such provision or any other
provision of agreement.



     [Remainder of Page Left Blank Intentionally]



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     The Agreement has been executed and delivered by the undersigned and is made effective as of
the date set first set forth above.



	 	 	 	 	 
	 	Sincerely,



ARTISTRY PUBLICATIONS, INC.


 	 
	 	By:  	 	 
	 	 	Yiyou Ran 	 
	 	 	Chief Executive Officer 	 
	 



AGREED AND ACCEPTED:




 



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