Exhibit 10.4


 


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 BaoqianTian, 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 Sales 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 Sales 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 Sales 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.


 




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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.


 




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		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.]


 




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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/ BaoqianTian	 
	Name:	BaoqianTian	 


 


[Signature Page to Employment Agreement]


 




    


     


    

 


Schedule A


 


Annual compensation is $52195.