Exhibit 10.43





• r . VISIONARY V U GROUP Visionary Education Technology Holdings Group Inc . PERSONAL AND CONFIDENTIAL Decembe r l 5 \ 2021 D ea r Paul Kearns , Re: Employment Agreement for the Position of  Chief Operating Officer On behalf of the Visionary Technology Holdings Group Inc . (hereinafter refened to as "Company") , I am pleased to offer you a position of Chief Operating Officer with the tenns list e d · in th e Agreement in the Appendix "A" to this letter which incorporat es the Appendix "B" as part of the Agreement . We strongly recommend that you seek independent legal advice b efo re accepting this offer of employment . If thi s offer is acceptable to you , please let me know by r et urnin g a copy of thi s letter to me by December 2 nd , 2021 . If you ha ve any qu est ions regarding this offer , please do no t he sitate to contact m e . We look forward to ha v ing you join our team at a very exci tin g tim e . Sincerely, Fan Zhou  Executive Director Visionary Education Technology Holding Group Inc. Attachments: Appendix  A: TERMS AND CONDITIONS OF EMPLOYMENT Appendix B: AGREEMENT OF CONFIDENTIAL INFORMATION  PROPERTY AND PROPRJ ETARY I  ha ve  r ead,  und e rstand  and  accept  thi s  offer  of  employment with  the Company  and  the  attached  Te1ms  and  Conditions  of  Employment and  Agreement  of  Confidential  Infonnati o n  and  Proprietary Propert y.



    	 



    	 



    



- 2 - By accepting this offer of employment, I acknowledge that I have been given sufficient opportunity to seek independent legal advice . I also acknowledge that I have either sought independent legal advice or have voluntarily waived the opportunity to seek independent legal advice . I hereby waive any claim regarding this offer of employment based on the ground of lack of independent legal advice . TN WITNESS WHEREOF , the Undersigned has signed this offer of employment in the presence of the witness whose namr ears below and who signed in the presence of the undersigned at the same time on this _ {} day of December, 202 I at the City of Markham , Province of Ontario, Canada WITNESS ) ) ) ) ) Paul Kearns 2 fn v/ Initial



    	 



    	 



    



- 3 - APPENDIX  A  AGREEMENT OF EMPLOYMENT (This "AGREEMENT") TERMS AND CONDITIONS OF EMPLOYMENT 1. Your Duties and Obligations Your primary duties are listed in Schedule "A" to this Agreement between you and Visionary Education Technology Holdings Group Inc . (hereinafter referred to as "Company") . The Company reserves the right to reasonably change the duties of your employment at its discretion . As a condition of your employment, you agree that you will adhere to all Employer policies, rul es, systems, and procedures, includin g , but not limited to the Company's Policies & Guidelines Manual . We reserve the right to reasonably change the provisions of any of these at any time . You also acknowledge that, as an employee of the Company, you will be bound by a duty of loyalty, obedience, and confidentiality . 2. Length and Extensions Your employment starts on December 6r \ 2021. This position is a full - time position. You are  required to work 37.5 hours per week. You agree and understand that the first three months less a day of your employment shall constitute a probationary period, during which period the Company may terminate your employment without notice or pay in lieu of . 3. Salary and Benefits Your compensation will be $5,000.00 CAD/month during the 3 month probationary period and $10,000.00CAD/month thereafter , paid monthly. Plus You will receive future option on  Company shares according to Regulation of the Company. You will not receive any other employment benefits in your position, except for any benefits that are mandatory under the  Ontario Employment Standards Act, 2000. The Company is required by law to take necessary deductions from your wage, including, but not limited to, federal tax, provincial tax, Canadian Pension Plan ("CPP") contributions, and Employment Insurance ("EI") premiums . The Company will pay its statutory obligations of CPP contributions and EI premiums . 4. Vacation You are entitled to vacations and vacation pays in accordance with the minimum standard as set  out in Ontario Employment Standards Act, 2000. itial



    	 



    	 



    



 - 4 - 5. Termination You hereby agree that the Company may terminat e your employment without cause and fully fulfill any legal obligations to you for notice and/or payment in lieu of notice of termination by providing you a notice and / or payment in lieu of notice eq ual to th e minimum s tandard as se t out in the Act, plus one week's notice or payment in lieu of . Any benefits from the Company you are entitled to will continue during the sa me period . You agree that upon received of your en titlement s under thi s clause, no further amounts shall be due and payable to you, whether und e r th e Act, any other status, or at common la w . When you are terminated without cause, in no circumstances will you r ece ive l ess than your entitlement to notice , severance (if applicable) , and benefits continuation (if any) , pursuant to the minimal standard as set out in the Act . By sig ning this agreement, you exp r ess ly and iIT evocab ly agree to waive any entitlement to common law notice period or payment in lieu of . 6. Temporary Layoff You hereb y acknowledge and agree th a t th e Company may temporaril y la y - o ff you in accordance with sect ion 56 ( 2 ) of the Ontario Employment Standards Act, 2000 . When you are temporarily laid - off , the Company may, in compliance with sect ion 56 ( 2 ) of the Ontario Employment Standards Act, 2000 , recall you t o r eturn to work upon two ( 2 ) weeks' prior notice to you, and you are required to return to work on the date prescribed on the recall noti ce . 7. Resignation In the event you resign from the Company before the end of thi s contract , you agree to provide two weeks' notice . 8. Other Restrictive Covenants You hereby agree that following te 1 mination of your employment at the Company for any reason, you s hall not hire , attempt to hire any cuITent employees of the Company, or cause any cuITent employees of the Company to be hired by any entity owned , controlled or r e lat e d t o you . You h ere b y agree that following tennination of your employment at th e Company for any r eason , you s hall not so licit bu s ines s from any cuITent clients of the Company, or from any clients who ha ve retained the Company in the 18 - month period immediately preceding the date of t he tennination of your employment at the Company . As an essential part of the consideration for th e Company entering into a n employment contract w ith you, you hereb y agree to the tenns of the agreement reg ard in g confidential information and proprietary property as set out in Appendix "B" to the offer of employment (the " Confidentiality Agreement") . The offer of employment i s only effectively accepted if yo u and the Company executed the Confidentiality Agreement in Appendix "B" to the offer of employment . You agree h at any v i o lation of the Confiden tiality Agreement during the te 1 ms of your employment will d l n i t i a l



    	 



    	 



    



 - 5 - immediately give the Company sufficient cause at la w to terminate your employ m ent . 9. Miscellaneous a. Modificatio n of the Agreement Any amendment or modification of this Agreement or additional ob lig ations assumed by either party in connection with this Agreement wi ll only be leg a ll y binding and enforceable if ev id enced in writing signed by each Party . b. Entire Agreement There is no representation, wan - anty, collatera l agreement or conditions affecting this agreement except as expressly provided in thi s Agreement . c. Choice of Law and Forum You agree that any dispute ar i s in g out of this Agreement s hall be resolved in a court of compe t ent jurisprndence in Toronto, Ontario, under the l aws of th e province of Ontario and Canada . d. Severability In the event that any provision of this Agreement i s held to be invalid or unenforceable, i n patt or in who l e, such provision is severed from this Agreement and a ll other provisions will continue to be valid and enfo rceable . e. Independent Legal Advice You agree that you have been given sufficient opportunity to seek independent le gal advice . If yo u accept this offer of emp l oyment without seeking independent legal advice, you hereby waive any claim re gard in g this offer of employment based on the gro und of l ack of independent legal advice . f. Counterpart This New Agreeme nt may be executed and delivered (includ in g by facsimi l e copy or by scanned copy attached to an email) in any number of counterparts, with the same effect as if a ll parties had signe d and delivered the same document, and a ll counterparts shall be constrned together to be an original and will constitute one and th e same New Agreement . In i t i a l



    	 



    	 



    



 - 6 - SIGNATURE PAGE TO FOLLOW IN WITNESS WHEREOF, the Undersigned have signed this New Agreement in the presence of the witness whose name appears below and who signed in the presence of the undersigned at the same time on this 1 st day of December, 2021 at the City of Markham, Province of Ontario , Canada ) ) ) ) ) ) ) ) ) ) Paul Kearns Visionary Education Tcchnolgy Holdings Group Inc. Per: Fan  Zhou  Executive Director Initial



    	 



    	 



    



- 7 - Schedule "A" Duties  and Responsibilities • See attached Details Initi a l



    	 



    	 



    



 - 8 - Appendix B OF CONFIDENTIAL INFORMATION (this "Confidentialit y Agreement" ) AGREEMENT   PROPERTY AND PROPRIETARY In consideration of one ( l) Canadian Dollar paid by the Company to you, the payment of which is hereby acknowledged and nevertheless non - essential to the validity and enforceability of this Agreement , as well as the mutual covenant contained in this Agreement and in the " T e ,m s of Condition of Employment" contained in Appendix "A" to the offer of employment, the parties agree as follows : I . Your employment with the Company as an employee will give you access to proprietary and confidential information belonging to the company, including but not limited to information relating to the customers, suppliers, and other related parties of the Company . Such proprietary and confidential information are collectively referred to in this agreement as "Confidential Information . " Confidential information includes but is not limited to customer li sts , contract, technical and /o r financial infonn at i o n , databases , software, and know - how . All Confidential Information remains the confidential and proprietary info 1 mation of the company during and after your employment with the Company . 2. You may, in the course of the Engagement conceive, develop or contribute to material or info 1 mation related to the business of the Company, including , but not limited to, software, technical documentation, ideas, inventions (whether patentable or not), hardware, know - how , marketing plans, designs, techniques, documentation, and records, regardless of the fotm or media, if any, on which such is store (referred to in this Agreement collectively as " Proprietary Property") . The company shall exclusively own all Proprietary Property which you conceive, develop or contribute to in the course of the engagement and all intellectual and industrial property and other rights of any kind in or relating to the Proprietary Property, including but not limited to all copyright, patent, trade secret and trade - mark rights in or relating to the Proprietary Property . For greater certainty, you hereby assign to the company any and all rights that you may have or obtain in or to the Proprietary Property . Material or information conceived, developed or contributed to by you outside work h o ur s on the company's premises or through the use of the company's property and / or assets shall also be Proprietary Property and be governed by this agreement if such material or infonnation relates to the business of the company . You shall keep full and accurate records accessible at all times to the company relating to all Proprietary Property and shall promptly disclose and deliver to the company all Proprietary Propetty . 3. You shall, both during and after the engagement, keep all Confidential lnfonnation and Proprietary Property confidential, and shall not use any of it except for the purpose of carrying out authorized activities on b eha lf of the company . 4. At the reasonable request and at the so l e expense of the company, you shall do all Initial



    	 



    	 



    



- 9 - reasonable acts necessa 1 y and sign all reasonable documentation necessaiy in order to ensure the company's ownership of the Proprieta 1 y Prope 1 iy and all intellectual and industrial property rights and other rights embedded within, including, but not limited to, providing the Company with written assignments and any other documents required to enable the Company to document rights to and / or register patents, copyrights, trade marks, industrial designs and such other protections as the company considers advisable anywhere in the world . 5. You hereby irrevocably and unconditionally waives all moral rights you may now or in the future have in any proprietary property . 6. You agree that you will, if requested from time to time by the company , execute such further reasonable agreements as to confidentiality and proprietary right as the company's customers or suppliers reasonably r eq uir e d to protect Confidential Information and / or Proprietary Property . 7. You agree that your sole and exclusive remedy for any breach of this Confidentiality Agreement will be limited to monetary damages . You hereby waive pennanently any claim in respect of any rights to or interest in any Confidential Inforn 1 ation or Proprietary Property . 8. You acknowledge that the services provided by you to the Company are unique . You fu 1 ther agrees that irreparable hann will be suffered by the Company in the event of your breach or threatened breach of your obligations und e r this agreement, and that the Company will be entitled to seek, in addition to any other rights and remedies that it may have at law or equity, an interlocuto 1 y and permanent injunction restraining you from engaging in or continuing any such breach hereof . You agree that any claims asserted by you against the Company shall not constitute a defence in any action , application or motion for an interlocutory and permanent injunction brought by the Company against you . Initial



    	 



    	 



    



- IO - IN WITNESS WHEREOF , the Undersign e d have signed this Confidentiality agreement in the presence of the witness whose name apg : s below and who signed in the presence of the undersigned at the same time on this ' day of December , 2021 at the City of Markham, Province of Ontario , Canada WIT ) ) ) ) ) ) ) ) ) ) Paul Keams Ir=:V Visionary Education Technology Holdings Group Inc. Per:  Fan  Zhou  Executive Director Initi a l