Exhibit 10.1


 


DIRECTOR AGREEMENT


 


This
DIRECTOR AGREEMENT is made as of this 11 day of June 2018 (the "Agreement"), by and between China Advanced Construction
Materials Group, Inc., a Nevada corporation (the "Company") and Jiehui Fan (the “Director”).


 


WHEREAS,
the Company wishes to appoint the Director as a non-executive member of the Board of Directors of the Company and enter into an
agreement with the Director with respect to such appointment; and


 


WHEREAS,
the Director wishes to accept such appointment and to serve the Company on the terms set forth herein, and in accordance with,
the provisions of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties hereto agree as follows:


 


1.    Position.
Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed as non-executive
member of the Board of Directors (the “Board”) to fill an existing but now vacant directorship and the Director
hereby agrees to serve the Company in that position upon the terms and conditions hereinafter set forth, provided,
however, that the Director's continued service on the Board after the initial term on the Board shall be subject to any
necessary approval by the Company's stockholders.


 


2.    Duties. During the Directorship Term (as defined in Section 5 hereof), the Director shall serve as a member of the Board,
and the Director shall make reasonable business efforts to attend all Board meetings, serve on appropriate subcommittees as reasonably
requested by the Board, make herself available to the Company at mutually convenient times and places, attend external meetings
and presentations, as appropriate and convenient, and perform such duties, services and responsibilities and have the authority
commensurate to such position.


 


The Director
will use her best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is a full-time
executive employee of another entity and that her responsibilities to such entity must have priority and (ii) sits on the Board
of Directors of other entities. Notwithstanding same, the Director will use reasonable business efforts to coordinate her respective
commitments so as to fulfill her obligations to the Company and, in any event, will fulfill her legal obligations as a director.
Other than as set forth above, the Director will not, without the prior written approval of the Board, engage in any other business
activity which could materially interfere with the performance of her duties, services and responsibilities hereunder or which
is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no
way limit her activities on behalf of (i) her current employer and its affiliates or (ii) the Board of Directors of those entities
on which she sits.


 


3.   
Board Committees. The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties,
services and responsibilities necessary thereunder.


 


4.   
Monetary Remuneration.

 


During the Directorship Term the Director shall receive the
following compensation and benefits: A monthly fee of U.S $2,500.


 


5.   
Directorship Term. The "Directorship Term", as used in this Agreement, shall mean the period commencing on the
date hereof and terminating on the earliest of the following to occur:


 


(a)    one (1) year from the date hereof, subject to a one (1) year renewal term upon re-election by a majority of the shareholders of
the Company;


 


(b)   
the death of the Director ("Death");

 


(c)   
the termination of the Director from the position of member of the Board by the mutual agreement of the Company and the Director;


 


(d)   
the removal of the Director from the Board by the shareholders of the Company;

 


(e)    the resignation by the Director from the Board if after the date hereof, the Chief Executive Officer of sher current employer determines
that the Director's continued service on the Board conflicts with her fiduciary obligations to her current employer (a "Fiduciary
Resignation"); and


 


(f)     the resignation by the Director from the Board if the board of directors or the Chief Executive Officer of her current employer
requires the Director to resign and such resignation is not a Fiduciary Resignation.


 


6.    Director's
Representation and Acknowledgment. The Director represents to the Company that her execution and performance of this Agreement
shall not be in violation of any agreement or obligation (whether or not written) that she may have with or to any person or entity,
including without limitation, any prior employer. The Director hereby acknowledges and agrees that this Agreement (and any other
agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse
whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.


 






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7.   
Director Covenants.

 


(a)    Unauthorized Disclosure. The Director agrees and understands that in the Director's position with the Company, the Director has
been and will be exposed to and receive information relating to the confidential affairs of the Company, including but not limited
to technical information, business and marketing plans, strategies, customer information, other information concerning the Company's
products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information
considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship
Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly
or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the
Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company's
industry other than as a result of the Director's breach of her obligations hereunder and (ii) the Director may, after giving prior
notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable
laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical
or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company all property,
keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs,
machines, technical data or any other tangible product or document which has been produced by, received by or otherwise submitted
to the Director in the course or otherwise as a result of the Director's position with the Company during or prior to the Directorship
Term, provided that, the Company shall retain such materials and make them available to the Director if requested by him in connection
with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction
of the Company that the materials are necessary to her defense in the litigation, and (ii) the confidentiality of the materials
is preserved to the reasonable satisfaction of the Company.


 


(b)    Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere
with the Company's relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination
of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the
Company.


 


(c)    Remedies. The Director agrees that any breach of the terms of this Section 7 would result in irreparable injury and damage to the
Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said
breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such
breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the
Director, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in
equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or
threatened breach hereof, including but not limited to the recovery of damages from the Director. The Director acknowledges that
the Company would not have entered into this Agreement had the Director not agreed to the provisions of this Section 7.


 


The provisions
of this Section 7 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action by
the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of the covenants and agreements of this Section 7.


 


8.   
Indemnification. The Company agrees to indemnify the Director for her activities as a director of the Company to the fullest
extent permitted by law, and to cover the Director under any directors and officers liability insurance obtained by the Company.
Further, the Company and the Director agree to enter into an indemnification agreement substantially in the form of agreement entered
into by the Company and its other Board members.


 


9.   Non-Waiver of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time
performance by the other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or
to affect either the validity of this Agreement or any part hereof, or the right of either party to enforce each and every provision
in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any
prior or subsequent time.


 


10. 
Notices. Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered
or certified mail, postage prepaid, return receipt requested; to:


 


If to the Company:


 


China Advanced Construction Materials Group,
Inc.


Yingu Plaza, 9 Beisihuanxi Road, Suite 1708


Haidian District, Beijing 100080 PRC


 


If to the director:


[address]


 



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Either
of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party
pursuant to this Section 10.


 


11.  Binding Effect/Assignment.
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal
representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding the provisions
of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement
without the prior written consent of the other party.


 


12.  Entire Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding
of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them
as to such subject matter.


 


13.  Severability.
If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such
provision or application shall to that extent be severable and shall not affect other provisions or applications of this
Agreement.


 


14.  Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without
reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall
be heard and determined in any New York state or federal court and the parties hereto hereby consent to the jurisdiction of such
courts in any such action or proceeding; provided, however, that neither party shall commence any such action or proceeding unless
prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of
such action or proceeding through mediation by an independent third party.


 


15.  Legal
Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties
hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a "Dispute"),
shall reimburse the prevailing party for reasonable attorney's fees and expenses incurred by the prevailing party in connection
with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses
incurred in connection with a Dispute, if the Director's position in such Dispute was found by the court, arbitrator or other
person or entity presiding over such Dispute to be frivolous or advanced not in good faith.


 


16.  Modifications. Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an
instrument in writing duly signed by the party to be charged.


 


17.  Tense and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they were
also used in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes
of reference, are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.


 


18.  Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original
but all of which together shall constitute one and the same instrument.


 


 


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IN WITNESS WHEREOF, the Company has caused this
Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto set her hand, on the day
and year first above written.


 


CHINA ADVANCED CONSTRUCTION MATERIALS GROUP, INC.


 





	By:	/s/
Xianfu Han	 
	Name:	Xianfu Han	 
	Title:	Chief Executive
Officer	 
	 	 	 
	DIRECTOR	 
	 	 
	/s/ Jiehui Fan	 
	Name:	Jiehui Fan	 













 


 


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