Exhibit 10.33


 


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, rules, systems, and procedures, including, 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 May 1, 2022.
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 $ 5,500
CAD/month, paid monthly. 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.


 


 


 


 



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 5.         Termination




 


You hereby agree that the Company
may terminate 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 equal to the minimum standard as set 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 same period.
You agree that upon received of your entitlements under this clause, no further amounts shall be due and payable to you, whether under
the Act, any other status, or at common law. When you are terminated without cause, in no circumstances will you receive less 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 signing this agreement, you expressly
and irrevocably agree to waive any entitlement to common law notice period or payment in lieu of.


 


 6.         Temporary Layoff




 


You hereby acknowledge and agree that
the Company may temporarily lay-off you in accordance with section 56(2) of the Ontario Employment Standards Act, 2000. When you
are temporarily laid-off, the Company may, in compliance with section 56(2) of the Ontario Employment Standards Act, 2000, recall
you to return 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 notice.


 


 7.         Resignation




 


In the event you resign from the
Company before the end of this contract, you agree to provide two weeks’ notice.


 


 8.         Other Restrictive Covenants




 


You hereby agree that following termination
of your employment at the Company for any reason, you shall not hire, attempt to hire any current employees of the Company, or cause any
current employees of the Company to be hired by any entity owned, controlled or related to you.


 


You hereby agree that following termination
of your employment at the Company for any reason, you shall not solicit business from any current clients of the Company, or from any
clients who have retained the Company in the 18-month period immediately preceding the date of the termination of your employment at the
Company.


 


As an essential part of the consideration
for the Company entering into an employment contract with you, you hereby agree to the terms of the agreement regarding confidential information
and proprietary property as set out in Appendix “B” to the offer of employment (the “Confidentiality Agreement”).
The offer of employment is only effectively accepted if you and the Company executed the Confidentiality Agreement in Appendix “B”
to the offer of employment. You agree hat any violation of the Confidentiality Agreement during the terms of your employment will immediately
give the Company sufficient cause at law to terminate your employment.


 


 


 


 






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 9.         Miscellaneous




 


 a.          Modification of the Agreement




 


Any amendment or modification of this
Agreement or additional obligations assumed by either party in connection with this Agreement will only be legally binding and enforceable
if evidenced in writing signed by each Party.


 


 b.          Entire Agreement




 


There is no representation, warranty,
collateral agreement or conditions affecting this agreement except as expressly provided in this Agreement.


 


 c.         Choice of Law and Forum




 


You agree that any dispute arising
out of this Agreement shall be resolved in a court of competent jurisprudence in Toronto, Ontario, under the laws of the province of Ontario
and Canada.


 


 d.          Severability




 


In the event that any provision of
this Agreement is held to be invalid or unenforceable, in part or in whole, such provision is severed from this Agreement and all other
provisions will continue to be valid and enforceable.


 


 e.          Independent Legal Advice




 


You agree that you have been given
sufficient opportunity to seek independent legal advice. If you accept this offer of employment without seeking independent legal advice,
you hereby waive any claim regarding this offer of employment based on the ground of lack of independent legal advice.


 


 f.          Counterpart




 


This New Agreement may be executed and
delivered (including by facsimile copy or by scanned copy attached to an email) in any number of counterparts, with the same effect as
if all parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will
constitute one and the same New Agreement.


 


 


 


 


 


SIGNATURE PAGE
TO FOLLOW


 


 


 






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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 29th day of April, 2022 at the City of Markham, Province of Ontario, Canada.


 


 


 


	 	)	 
	 	)	 
	 	)	 
	______________________________	)	/s/ ZaiYi Liao                            
	WITNESS	)	ZaiYi Liao
	 	)	 
	 	)	 
	 	)	 
	______________________________	)	/s/ Tom Traves                      
	WITNESS	)	Visionary Education Technology Holdings Group Inc.
	 	 	Per: Tom Traves
	 	 	Chair & CEO






 


 


 


 


 


 


 


 


 






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