Exhibit 10.2


 


EMPLOYMENT
AGREEMENT


 


This EMPLOYMENT AGREEMENT (the “Agreement”),
is entered into as of August 7, 2019 (the “Effective Date”), by and between Zhongchao Inc., a company limited
by shares incorporated and existing under the laws of the Cayman Islands (the “Company”), and Pei Xu, an individual
(the “Executive”). 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 direct or indirect parent companies, subsidiaries, affiliates,
or subsidiaries or affiliates of its parent companies (collectively, the “Group”).


 


RECITALS


 


The Company desires to employ the Executive
as its Chief Financial Officer and to assure itself of the services of the Executive during the term of Employment (as defined
below).


 


The Executive desires to be employed by
the Company as its Chief Financial Officer 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 Chief Financial Officer
of the Company (the “Employment”).


 


		2.	TERM



 


Subject to the terms and conditions of
this Agreement, the initial term of the Employment shall be 36 months, commencing on the Effective Date, unless terminated earlier
pursuant to the terms of this Agreement. The Employment will be renewed automatically for additional 3-year terms if neither the
Company nor the Executive provides a 1 -month prior written notice of termination of the Employment to the other party, or otherwise
proposes to renegotiate the terms of the Employment with the other party within three months prior to the expiration of the applicable
term, or unless the Employment is terminated earlier pursuant to the terms of this Agreement.


 


		3.	PROBATION



 


No probationary period.


 






     


     


    

 


		4.	DUTIES AND RESPONSIBILITIES



 





The Executive’s duties
at the Company will include all jobs assigned by the Company’s Board of Directors (the “Board”) and/or
the CEO of the Company.


 


The Executive shall devote all of his/her
working time, attention and skills to the performance of his/her duties at the Company and shall faithfully and diligently serve
the Company in accordance with this Agreement, Certificate of Incorporation and the Memorandum and Articles of Association of the
Company (the “Articles of Association”), as amended and restated from time to time (collectively, the “Charter
Documents”), and the guidelines, policies and procedures of the Company approved from time to time by the Board.


 


The Executive shall use his/her best efforts
to perform his/her 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 / her interest
in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.


 


		5.	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 that are required to be entered into by and between the Executive
and any member of the Group pursuant to applicable law of the jurisdiction where the Executive is based, 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/her 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.


 


		6.	LOCATION



 


The Executive will be based in Shang Hai,
the People’s Republic of China, until both parties hereto agree to change otherwise. The Executive acknowledges that he/she
may be required to travel from time to time in the course of performing his/her duties for the Company.


 






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		7.	COMPENSATION AND BENEFITS



 


		(a)	Compensation. The Executive’s cash compensation
(inclusive of the statutory welfare reserves that the Company is required to set aside for the Executive under applicable law)
shall be provided by the Company in a separate schedule A attached herein (“Schedule A”) or as specified in a separate
agreement between the executive and the company’s designated subsidiary or affiliated entity, subject to annual review and
adjustment by the Company or the compensation committee of the Board. The cash compensation may be paid by the Company,
a subsidiary or affiliated entity or a combination thereof, as designated by the Company from time to time.



 


		(b)	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.



 


		(c)	Benefits. The Executive is eligible for participation
in any standard employee benefit plan of the Company that currently exists or may be adopted by the Company in the future, including,
but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday plan.



 


		8.	TERMINATION OF THE AGREEMENT



 


		(a)	By the Company. The Company may terminate the Employment
for cause, at any time, without notice or remuneration, if the Executive (1) commits any serious or persistent breach or non-observance
of the terms and conditions of your employment; (2) is convicted of a criminal offence other than one which in the opinion of
the Board does not affect the executive’s position as an employee of the Company, bearing in mind the nature of your duties
and the capacity in which the executive is employed; (3) willfully disobeys a lawful and reasonable order; (4) misconducts himself/herself
and such conduct being inconsistent with the due and faithful discharge of the Executive’s material duties; (5) is guilty
of fraud or dishonesty; or (6) is habitually neglectful in his/her duties. The Company may terminate the Employment without cause
at any time with a 1 -month prior written notice to the Executive or by payment of 1 months’ salary in lieu of notice.



 


		(b)	By the Executive. The Executive may terminate the
Employment at any time with a 1 -month prior written notice to the Company or by payment of 1 months’ salary in lieu of
notice. In addition, the Executive may resign prior to the expiration of the Agreement if such resignation or an alternative arrangement
with respect to the Employment is approved 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. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in
effecting the termination.



 






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		9.	CONFIDENTIALITY AND NONDISCLOSURE



 


		(a)	Confidentiality and Non-disclosure. The Executive
hereby agrees at all times during the term of his/her employment and after termination, to hold in the strictest confidence, and
not to use, except for the benefit of the Group, or to disclose to any person, corporation or other entity without written consent
of the Company, any Confidential Information. The Executive understands that “Confidential Information” means
any proprietary or confidential information of the Group, its affiliates, their clients, customers or partners, and the Group’s
licensors, including, without limitation, technical data, trade secrets, research and development information, product plans,
services, customer lists and customers (including, but not limited to, customers of the Group on whom the Executive called or
with whom the Executive became acquainted during the term of his/her employment), supplier lists and suppliers, software, developments,
inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, personnel information,
marketing, finances, information about the suppliers, joint ventures, licensors, licensees, distributors and other persons with
whom the Group does business, information regarding the skills and compensation of other employees of the Group or other business
information disclosed to the Executive by or obtained by the Executive from the Group, its affiliates, or their clients, customers
or partners either directly or indirectly in writing, orally or by drawings or observation of parts or equipment, 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/her work or using the facilities of the Group are property of the Group and subject to inspection by the Group, 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/her work with the
Company and will provide written certification of his compliance with this Agreement. Under no circumstances will the Executive
have, following his/her termination, in his/her possession any property of the Group, 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/her 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 Group 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 Group 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.



 






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		(d)	Third Party Information. The Executive recognizes
that the Group may have received, and in the future may receive, from third parties their confidential or proprietary information
subject to a duty on the Group’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 Group 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 Group’s agreement with such third party. This Section 9 shall survive the termination of this Agreement for any
reason. In the event the Executive breaches this Section 9, the Company shall have right to seek remedies permissible under applicable
law.



 


		10.	CONFLICTING EMPLOYMENT



 


The Executive hereby agrees that, during
the term of his/her 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/her obligations to the Company without
the prior written consent of the Company.


 


		11.	NON-COMPETITION AND NON-SOLICITATION



 


In consideration of the compensation and
benefits granted 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 two (2) years 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 director 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.






 






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The provisions contained in this Section 11 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 11 shall survive the termination
of this Agreement for any reason. In the event the Executive breaches this Section 11, 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.


 


		12.	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.


 


		13.	NOTIFICATION OF NEW EMPLOYER



 


In the event that the Executive leaves
the employ of the Company, the Executive hereby grants consent to notification by the Company to his/her new employer about his/her
rights and obligations under this Agreement.


 


		14.	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 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, 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.


 


		15.	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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		16.	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, other than any such agreement under any employment agreement entered into with a subsidiary of the Company
at the request of the Company to the extent such agreement does not conflict with any of the provisions herein. The Executive acknowledges
that he/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.


 


		17.	REPRESENTATIONS



 


The Executive hereby agrees to execute
any proper oath or verify any proper document required to carry out the terms of this Agreement. The Executive hereby represents
that the Executive’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary
information acquired by the Executive in confidence or in trust prior to his/her employment by the Company. The Executive has not
entered into, and hereby agrees that he/she will not enter into, any oral or written agreement in conflict with this Section 17.
The Executive represents that the Executive will consult his/her own consultants for tax advice and is not relying on the Company
for any tax advice with respect to this Agreement or any provisions hereunder.


 


		18.	GOVERNING LAW



 


This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


 


		19.	ARBITRATION



 


All disputes arising under this Agreement
shall be governed by and interpreted in accordance with the laws of New York, without regard to principles of conflict of laws.
Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted
before a panel of three arbitrators in New York, New York, in accordance with the rules of the American Arbitration Association
then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. No party to this agreement
will challenge the jurisdiction or venue provisions as provided in this Section 19.


 


		20.	WAIVER OF JURY TRIAL



 


EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY
AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH
THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY HAS AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT
THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.


 






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		21.	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.


 


		22.	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.


 


		23.	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.


 


		24.	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.


 


		25.	NO INTERPRETATION AGAINST DRAFTER



 


Each party recognizes that this Agreement
is a legally binding contract and acknowledges that such party 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. The Executive agrees and acknowledges that he/she has read and understands this Agreement,
is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has
ample opportunity to do so.


 


[Remainder of this page has been intentionally left blank.]


 




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IN WITNESS WHEREOF, this Agreement has been executed as of the
date first written above.


 


	Zhongchao Inc.	 
	 	 	 
	By:	/s/ Weiguang Yang	 
	Name: 	Weiguang Yang	 
	Title.	Chief Executive Officer	 


 


	Executive	 
	 	 	 
	Signature: 	/s/ PeiXu	 
	Name:	PeiXu 	 


 


[Signature Page to Employment Agreement]


 




    


     


    

 


Schedule A


 


Annual compensation is $34796.




 


 


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