Exhibit
10.1 


 


EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of April 1, 2022, by and between American Education
Center Inc., a Nevada corporation (the “Corporation”), and Christian Rockefeller, an individual (the “Executive”).
Except with respect to the direct employment of the Executive by the Corporation, the term “Corporation” as used herein with
respect to all obligations of the Executive hereunder shall be deemed to include the Corporation and all of its subsidiaries and affiliated
entities (collectively, the “Group”).


 


RECITALS


 


A.
The Corporation desires to employ the Executive as its Chief Executive Officer, Chief Financial Officer, and President 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 Corporation as its Chief Executive Officer, Chief Financial Officer and President 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 positions of Chief Executive Officer, Chief Financial Officer, and President (the “Employment”)
of the Corporation.


 


2.
TERM


 


	 	Subject
    to the terms and conditions of this Agreement, the initial term of the Employment shall be two (2) years and four (4) months, effective
    as of the date of this Agreement (the “Effective Date”), unless terminated earlier pursuant to the terms of this Agreement.
    The Employment will be renewed automatically for additional one-year terms if neither the Corporation nor the Executive provides
    a 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.


 


3.
DUTIES AND RESPONSIBILITIES


 


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


 


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


 


	 	(c)	The
    Executive shall use his best efforts to perform his duties hereunder. 


 


4.
NO BREACH OF CONTRACT


 


The
Executive hereby represents to the Corporation 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.


 




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5.
Intentionally Omitted


 


6.
COMPENSATION AND BENEFITS


 


	 	(a)	Base
    Salary. The Executive shall receive a base salary of $15,000 per month, which shall be paid in cash, with such amount, manner,
    and schedule to be determined by the parties. Such compensation is subject to annual review and adjustment by the Corporation.


 


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


 


	 	(c)	Equity
    Incentives. To the extent the Corporation 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)	Benefits.
    The Executive is eligible for participation in any standard employee benefit plan of the Corporation that currently exists or may
    be adopted by the Corporation in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance
    plan and travel/holiday plan.


 


	 	(e)	Expenses.
    The Executive shall be entitled to reimbursement by the Corporation 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 Corporation’s policies and procedures.


 


7.
TERMINATION OF THE AGREEMENT


 


	 	(a)	By
    the Corporation.


 


(i) For
Cause. The Corporation 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 Corporation,


 


(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 8 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 Corporation 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 Corporation, renders
the Executive unable to perform the essential functions of his employment with the Corporation, 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 Corporation may terminate the Employment without cause, at any time, upon one-month prior written notice. Upon termination
without 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, and the Executive’s right to all other benefits
will terminate, except as required by any applicable law. 


 


	 	(b)	By
    the Executive. The Executive may resign prior to the expiration of the Agreement and may terminate the Employment at any time with
    a two-month prior written notice to the Corporation. Upon termination, 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, and the Executive’s right to all other benefits will terminate, except as required by any applicable law.


 


	 	(c)	Notice
    of Termination. Except otherwise provided, 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.


 


8.
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 Corporation, or to disclose to any person, corporation
    or other entity without prior written consent of the Corporation, any Confidential Information. The Executive understands that “Confidential
    Information” means any proprietary or confidential information of the Corporation, 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 Corporation does business, information regarding
    the skills and compensation of other employees of the Corporation or other business information disclosed to the Executive by or
    obtained by the Executive from the Corporation, 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)	Corporation
    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 Corporation are property of the Corporation and
    subject to inspection by the Corporation at any time. Upon termination of the Executive’s employment with the Corporation (or
    at any other time when requested by the Corporation), the Executive will promptly deliver to the Corporation all documents and materials
    of any nature pertaining to his work with the Corporation 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 Corporation, or
    any documents or materials or copies thereof containing any Confidential Information.


 




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	 	(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 Corporation 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 hold the corporation 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 Corporation may have received, and in the future may receive, from third
    parties their confidential or proprietary information subject to a duty on the Corporation’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 Corporation
    and such third parties, during the Executive’s employment by the Corporation 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 Corporation’s agreement with such third party.


 


This
Section 8 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 8, the Corporation
shall have right to seek remedies permissible under applicable law.


 


9.
WITHHOLDING TAXES


 


Notwithstanding
anything else herein to the contrary, the Corporation 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.


 


10.
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 Corporation 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 Corporation hereunder.


 


11.
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.


 


12.
ENTIRE AGREEMENT


 


This
Agreement constitutes the entire agreement and understanding between the Executive and the Corporation 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 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 Corporation.


 




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13.
GOVERNING LAW; JURISDICTION


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York and each of the parties irrevocably
consents to the jurisdiction and venue of the federal and state courts located in New York.


 


14.
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.


 


15.
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.


 


16.
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.


 


17.
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.


 


18.
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.


 


	 	American
    Education Center Inc.
	 	 
	 	By:	/s/
    Max Pu Chen
	 	Name:	 
	 	Title:	Chief
    Executive Officer 


 


	 	Executive	 
	 	 	 
	 	Signature:	/s/
    Christian Rockefeller
	 	Name:	Christian
    Rockefeller 


 




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