Exhibit 10.5


 


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 Shuang Wu, 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 Operation 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 Operation 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 Operation 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 Beijing, 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.


 






     


     


    

 


		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 erminating party to the
                                         other party. The notice of termination shall indicate the specific provision(s) of this
                                         Agreement relied upon in effecting the termination.



  






     


     


    

 


		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.



 






     


     


    

 


		(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.



 




     


     


    

 


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.


 






     


     


    

 


		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.


 






     


     


    

 


		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.]


 






     


     


    

 


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


 





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






  


	Executive	 
	 	 
	By:	/s/
    Shuang Wu	 
	Name:	Shuang Wu	 



  



 


[Signature
Page to Employment Agreement]


 










     


     


    

 


Schedule
A


 


Annual compensation is $33056.