Exhibit 10.1


 


EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of Aug 27th, 2021 (the “Effective Date”),
by and between Tianci International Inc., a United State of America corporation (the “Company”), and Zhigang Pei,
an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, 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 subsidiaries and affiliated entities (collectively, the “Group”).


 


RECITALS


 


A.  
The Company desires to employ the Executive as its Executive Director to assure itself of the services of the Executive during
the term of Employment (as defined below).


 


B. 
The Executive desires to be employed by the Company as its Executive Director 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 Executive Director (the “Employment”) of the Company.


 


	2.	TERM



 


Subject
to the terms and conditions of this Agreement, the term of the Employment shall commence on the Effective Date and last for three(3)
years, unless Executive’s earlier death, resignation or removal.


 


	3.	DUTIES AND RESPONSIBILITIES



 


		(a)	The Executive’s
                                            duties at the Company will include all jobs assigned by the Company’s Board of the
                                            Executives (the “Board”).



 


		(b)	The Executive
                                            shall devote all of his working time, attention and skills to the performance of his duties
                                            at the Company and shall faithfully and diligently serve the Company in accordance with this
                                            Agreement, the Certificate of Incorporation and Bylaws of the Company, as amended and restated
                                            from time to time (the “Charter Documents”), and the guidelines, policies and
                                            procedures of the Company approved from time to time by the Board.



 


		(c)	The Executive
                                            shall use his best efforts to perform his 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 interest in such
                                            shares or securities in a timely manner and with such details and particulars as the Company
                                            may reasonably require.






 


 


 






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	4.	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 entered into by and between the Executive and any
member of the Group pursuant to applicable law, 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 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.


 


	5.	COMPENSATION AND BENEFITS



 


		(a)	Base Salary.  The Executive's and directors base salary shall be USD3,800 per month, paid in
                                                                accordance with the Company's regular payroll practices, and such compensation is subject to annual review and adjustment by the
                                                                Board. Base Salary. The independent directors base salary shall be USD1,300 per month, paid in accordance with the Company's regular
                                                                payroll practices, and such compensation is subject to annual review and adjustment by the Board.



 


		(b)	Bonus.
                                            The Executive shall be eligible for Bonuses determined by the Board.



 


		(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 as determined
                                            by the Board.



 


		(d)	Expenses.
                                            The Executive shall be entitled to reimbursement by the Company for all reasonable ordinary
                                            and necessary travel and other expenses incurred by the Executive in the performance of his
                                            duties under this Agreement; provided that he properly accounts for such expenses in accordance
                                            with the Company’s policies and procedures.



 


	6.	TERMINATION OF THE AGREEMENT



 


		(a)	By the
                                            Company.



 


(i)   
For Cause. The Company may terminate the Employment for cause, at any time, without notice or remuneration (unless notice
or remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with
applicable law), if:


 


(1)    
the Executive is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement,


 


(2)   
the Executive has been grossly negligent or acted dishonestly to the detriment of the Company,


 


(3)   
the Executive has engaged in actions amounting to willful misconduct or failed to perform his duties hereunder and such failure
continues after the Executive is afforded a reasonable opportunity to cure such failure; or


 


(4)
the Executive violates Section 7 or 9 of this Agreement.




 


Upon
termination for cause, the Executive shall be entitled to the amount of base salary earned and not paid prior to termination. However,
the Executive will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the
Executive’s right to all other benefits will terminate, except as required by any applicable law.


 


 


 






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(ii)  
For death and disability. The Company may also terminate the Employment, at any time, without notice or remuneration (unless
notice or remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance
with applicable law), if:


 


(1)
the Executive has died, or




 


(2)  
the Executive has a disability which shall mean a physical or mental impairment which, as reasonably determined by the Board,
renders the Executive unable to perform the essential functions of his employment with the Company, with or without reasonable accommodation,
for more than 120 days in any 12-month period, unless a longer period is required by applicable law, in which case that longer period
would apply.


 


Upon
termination for death or disability, the Executive shall be entitled to the amount of base salary earned and not paid prior to termination.
However, the Executive will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination,
and the Executive’s right to all other benefits will terminate, except as required by any applicable law.


 


(iii)   
Without Cause. The Company may terminate the Employment without cause, at any time, upon a prior written notice. Upon termination
without cause, the Company shall provide the following severance payments and benefits to the Executive: (1) a lump sum cash payment
equal to 12 months of the Executive’s base salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated
amount of his target annual bonus for the year immediately preceding the termination, if any; (3) payment of premiums for continued health
benefits under the Company’s health plans for 12 months fo1lowing the termination, if any; and (4) immediate vesting of 100% of
the then-unvested portion of any outstanding equity awards held by the Executive.


 


Upon
termination without, the Executive shall be entitled to the amount of base salary earned and not paid prior to termination.


 


(iv)  
Change of Control Transaction. If the Company or its successor terminates the Employment upon 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 (the “Change
of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination:
(1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual
salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2)
a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination;
and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.


 


		(b)	By the
                                            Executive. The Executive may terminate the Employment at any time with a prior written
                                            notice to the Company, if (1) there is a material reduction in the Executive’s authority,
                                            duties and responsibilities, or (2) there is a material reduction in the Executive’s
                                            annual salary. Upon the Executive’s termination of the Employment due to either of
                                            the above reasons, the Company shall provide compensation to the Executive equivalent to
                                            12 months of the Executive’s base salary that he is entitled to immediately prior to
                                            such termination. In addition, the Executive may resign prior to the expiration of the Agreement
                                            if such



resignation is approved
by the Board or an alternative arrangement with respect to the Employment is agreed to 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.



 


 


 






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	7.	CONFIDENTIALITY AND NON-DISCLOSURE



 


		(a)	Confidentiality
                                            and Non-disclosure. The Executive hereby agrees at all times during the term of the Employment
                                            and after his termination, to hold in the strictest confidence, and not to use, except for
                                            the benefit of the Company, or to disclose to any person, corporation or other entity without
                                            prior written consent of the Company, any Confidential Information. The Executive understands
                                            that “Confidential Information” means any proprietary or confidential
                                            information of the Company, its affiliates, or their respective clients, customers or partners,
                                            including, without limitation, technical data, trade secrets, research and development information,
                                            product plans, services, customer lists and customers, supplier lists and suppliers, software
                                            developments, inventions, processes, formulas, technology, designs, hardware configuration
                                            information, personnel information, marketing, finances, information about the suppliers,
                                            joint ventures, franchisees, distributors and other persons with whom the Company does business,
                                            information regarding the skills and compensation of other employees of the Company or other
                                            business information disclosed to the Executive by or obtained by the Executive from the
                                            Company, its affiliates, or their respective clients, customers or partners, either directly
                                            or indirectly, in writing, orally or otherwise, 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 work or
                                            using the facilities of the Company are property of the Company and subject to inspection
                                            by the Company 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 work with
                                            the Company and will provide written certification of his compliance with this Agreement.
                                            Under no circumstances will the Executive have, following his termination, in his possession
                                            any property of the Company, 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 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 Company 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 Company 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 Company may have received, and in the
                                            future may receive, from third parties their confidential or proprietary information subject
                                            to a duty on the Company’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 Company 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 Company’s agreement with such
                                            third party.



 


This Section 7 shall survive
the termination of this Agreement for any reason. In the event the Executive breaches this Section 7, the Company shall have right to
seek remedies permissible under applicable law.


 


	8.	CONFLICTING EMPLOYMENT.



 


The
Executive hereby agrees that, during the term of his 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 obligations
to the Company without the prior written consent of the Company.


 


 


 






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	9.	NON-COMPETITION AND NON-SOLICITATION



 


In
consideration of the salary paid 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 one (1) year 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 Executive 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 Section 9 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 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, 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.


 


	10.	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.


 


	11.	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 Change of Control Transaction,
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.


 


	12.	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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	13.	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, including any prior agreements
between the Executive and a member of the Group. The Executive acknowledges that he or 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.


 


	14.	GOVERNING LAW; JURISDICTION



 


This
Agreement shall be governed by and construed in accordance with the laws of the United State of America.


 


	15.	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.


 


	16.	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.


 


	17.	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.


 


	18.	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.


 


	19.	NO INTERPRETATION AGAINST DRAFTER



 


Each
party recognizes that this Agreement is a legally binding contract and acknowledges that it, he or she 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.


 


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


 


 


 


Tianci International Inc.


 


 


By: /s/ Zhigang Pei                     


Name:Zhigang Pei


Title: Executive Director


 


 


Executive


By: /s/ Zhigang
Pei                     


Name: Zhigang Pei


Title: Executive Director


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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