Exhibit 10.1


  





 


CHINA LIBERAL EDUCATION HOLDINGS
LIMITED


China Liberal Education Holdings Limited


Huateng Century Park Headquarters, 


Building A, Level 2


Beijing, PRC


+86-10-6597-8118


  


EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [   ], 2019 (the “Effective
Date”), by and between CHINA LIBERAL EDUCATION HOLDINGS LIMITED, a company incorporated and existing under the laws
of the Cayman Islands (the “Company”), and [   ], 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 [INSERT TITLE] 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 [INSERT TITLE] 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 [INSERT TITLE] of the Company (the “Employment”).


 


	 	2.	TERM


 


Subject
to the terms and conditions of this Agreement, the initial term of the Employment shall be [   ] months, commencing
on the Effective Date, unless terminated earlier pursuant to the terms of this Agreement. The Employment will be renewed automatically
for additional [   ]-year terms if neither the Company nor the Executive provides a [   ]-month
prior written notice of termination of the Employment to the other party, or otherwise proposes to re-negotiate 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 [   ] of the Company (“Duties”).


 


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, any Confidential
Information) 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; and (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.


 






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	 	6.	LOCATION


 


The
Executive will be based in [   ], 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 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. Compensation in cash may be paid by the Company, a subsidiary
    or affiliated entity or a combination thereof, as designated by the Company from time to time.


 


	 	(c)	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.


 


	 	(d)	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 his or her 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 his or her 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 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 [   ]-month prior
    written notice to the Executive or by payment of [   ] months’ salary in lieu of notice.


 






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	 	(b)	By the Executive. The Executive may terminate the Employment
    at any time with a [   ]-month prior written notice to the Company or by payment of [   ] 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.


 


	 	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, which by definition includes 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 (“Confidential Information”). Notwithstanding
    the foregoing, Confidential Information shall not include information that is generally available and known to the public
    through no fault of the Executive.


 






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	 	(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 the 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.


 






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	 	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.


 






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	 	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 19. 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.


 






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	 	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.


 


 


	 	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.


 






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	 	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.


 


	CHINA LIBERAL EDUCATION HOLDINGS LIMITED 	 
	 	 	 
	By:	                       	 
	Name:	 	 
	Title:	 	 


 


Executive


 


	Signature:	                       	 
	Name:	 	 


   


[Signature
Page to Employment Agreement]


 






     


     


    

   


Schedule A


 


Annual compensation is $[   ].