CONSULTANCY_CONTRACTUAL_AGREEMENT_CWI_TI..._ (2).docx

THE CONSULTANCY CONTRACTUAL AGREEMENT BETWEEN CWIUSA AND TIANJI GROUP&MW GLOBAL Pte LtdThis Consultancy Agreement is made and entered into this 28 September，2015(the “Effective Date”）by and between CWI USA Inc with its principal place ofbusiness located at 15334 Foster Springs Lane, Houston TX 77095, USA (theConsultant) and TIANJI GROUP/MW GLOBAL Pte Ltd with its principalplace of business located at 6，Sin Ming Road 01-09 Sin Ming Plaza Tower IISingapore 575585 (the Companies) (hereinafter referred to individually as aParty and collectively as the Parties”).WHEREAS, the Company is in the business of Investing in Nigeria for the following:Projects on Infrastructure1. Telecommunications with ZTE2. Social Housing3. River Dredging4. Power SupplyProjects on Food5. Agriculture and food processing6. FarmingProjects of Leisure and Entertainment7. New Nigerian Airlines8. Dynasty Integrated resorts WHEREAS, the Consultant has expertise in the area of Technical Capability，Contact with Africans Government and Private Sectors etc;WHEREAS, the Company desires to engage the Consultant to providecertain services in the area of Consultants expertise and the Consultant iswilling to provide such services to the Company;NOW, THEREFORE, the Parties hereby agree as follows:ARTICLE 1:ENGAGEMENT AND SERVICES(a)Engagement: The Company hereby engages the Consultant to provide andperform the services set forth above (the “Services”)，and the Consultant herebyaccepts the engagement.(b)Standard of Services: All Services to be provided by Consultant shall beperformed with promptness and diligence in a workmanlike manner and at a levelof proficiency to be expected of a consultant with the background and experience that Consultant has represented it has. The Company shall provide such access toits information, property and personnel as may be reasonably required in order topermit the Consultant to perform the Services.(c)Tools, Instruments and Equipment: Company shall provide Consultantsown tools, instruments and equipment and place of performing the Services，unless otherwise agreed between the Parties.(d)Representation and Warranty: Consultant represents and warrants to theCompany that it is under contractual or obligations which are consistent with theexecution of this Agreement or which will interfere with the performance of theServices.ARTICLE 2: CONSULTANCY PERIOD(a)Commencement: This Agreement shall commence on 28 September, 2015and shall remain in effect for 5 years renewable of this Agreement as provided inArticle 2 (b) (the Consultancy Period),(b)Termination: This Agreement may be terminated by the Company，withcause and with liability, by giving Ninety (90) calendar days written notice ofsuch termination to the Consultant, This Agreement may be terminated by eitherParty by giving Ninety (90) calendar days written notice of such termination tothe other Party in the event of a material breach by the other Party. “Materialbreach shall include: (i) any violation of the terms of Articles 1 (d),3,4,5,6,8, 10 and 11(ii) any other breach that a Patty has failed to cure within Sixty (60) calendardays after receipt of written notice by the other Party,(iii) the death or physical or mental incapacity of Consultant or any key personperforming the Services on their behalf as a result of which the Consultant orsuch key person becomes unable to continue the proper performance of theServices, (iv) an act of gross negligence or wilful misconduct of a Party, and(V) the insolvency, liquidation or bankruptcy of a Party.(c)Effect of Termination: Upon the effective date of termination of thisAgreement, all legal obligations, rights and duties arising out of this Agreementshall terminate except for such legal obligations, rights and duties as shall haveaccrued prior to the effective date of termination and except as otherwise expresslyprovided in this Agreement.ARTICLE 3: CONSULTANCY FEE AND EXPENSES (a) Consultancy Fee: In consideration of the Services to be renderedhereunder, the Company shall pay Consultant an advance fee of $1,500,000.00 (One million five hundred Thousand dollars) asConsultancy fee in US Dollar as agreed to secure the first contactbetween the Company and Madisca Achile Resources Limited, NigerianGovernment helping the company withthe Formation of theCompany in Nigeria to cover Consultant trips, accommodations,foods and $1,500,000.00 ( One million and five hundred thousand USdollars upon completion of the formation of the Company in Nigerian.(b) Make direct contact between the Company,Madisca Achiie ResourcesLimited and the Government )in Project Facilitation Fees for eachhour of Services provided to the Company (the ConsultancyFee”)，(c) EXPENSES DURING “COMPANY” FORMATION.Any expenses incurred by the “Company” in the performance of their assigned “TASK”shall be the Companys ” sole responsibility including trips,accommodations, food, bank loans or any kind of credits or money invested during the term of this agreement.It is the Companys sole responsibility how they achieve their Task; the achievement andfinal positive result of the TASK will be considered as the CONTRIBUTION ROLE thatlinks the Company to this agreement.The expenses that the Company will make for the purpose to accomplish the task willNOT be consider as monetary contribution to the “Company” and for that reason there isno need to present any invoices or balance accounts.The Company shall have no obligation to pay or reimburse any sums for suchExpenses,(b)Expenses: Consultant shall be entitled to reimbursement for all pre-approvedexpenses reasonably incurred in the performance of the Services, upon submissionand approval of written statements and receipts in accordance with the then regularprocedures of the Company.(c)Payment: The Consultant shall submit to the Company a weekly invoicedetailing the Services performed during the preceding week and the expensesincurred. All such invoices shall be due and payable within Seven (7) calendardays after receipt thereof by the Company.ARTICLE 4; WORK PRODUCT AND LICENSE(a)Defined: In this Agreement the term Work Product” shall mean all workproduct generated by Consultant solely or jointly with others in the performance ofthe Services, including, but not limited to, any and all information，notes，mails,materials, drawings, records, diagrams, formulae, processes, technology，firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets. (b)Ownership: Consultant agrees to assign and does hereby assign to Companyall right, title and interest in and to the Work Product. All Work Product shall bethe sole and exclusive property of the Company and Consultant will not have anyrights of any kind whatsoever in such Work Product.Consultant agrees, at the request and cost of Company，to promptly sign, execute,make and do all such deeds，documents, acts and things as Company mayreasonably require or desire to perfect Compan/s entire right, title, and interest inand to any Work Product.Consultant will not make any use of any of the Work Product in any mannerwhatsoever without the Companys prior written consent. All Work Product shallbe promptly communicated to Company.(c)License: In the event that Consultant integrates any work that was previouslycreated by the Consultant into any Work Product, the Consultant shall grant to,and Company is hereby granted, a worldwide, royalty-free, perpetual，irrevocablelicense to exploit the incorporated items，including, but not limited to，any and allcopyrights, patents, designs, trade secrets, trademarks or other intellectual propertyrights，in connection with the Work Product in any manner that Company deemsappropriate. Consultant warrants that it shall not knowingly incorporate into anyWork Product any material that would infringe any intellectual property rights ofany third party.ARTICLE 5: CONFIDENTIAL INFORMATION(a)Defined: In this Agreement the term “Confidential Information shall meanthe Work Product and any and all information relating to the Companys business,including, but not limited to, research, developments, product plans, products,services,diagrams, formulae, processes, techniques,technology, firmware, software, know-how, designs，ideas, discoveries, inventions, improvements,copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing,finances disclosed by Company either directly or indirectly in writing，orally orvisually, to Consultant. Confidential Information does not include informationwhich:(i) was at the time of disclosure to Consultant part of the public domain bypublication or otherwise; or(ii) became part of the public domain after disclosure to Consultant bypublication or otherwise, except by breach of this Agreement; or (iii) was already properly and lawfully in Consultants possession at the time itwas received from the Company; or(iv) was or is lawfully received by Consultant from a third party who wasunder no obligation of confidentiality with respect thereto; or(v) was or is independently developed by Consultant without reference toCompany Confidential Information;(vi) is required to be disclosed by law, regulation or judicial or administrativeProcess; or(vii) was acquired by the Consultant from a third party not under an obligationof confidentiality or non-use to the Company; or(viii) in the case of information prepared by Consultant, is encompassed withinand derived from Consultants academic and professional commitments，and/orany other consulting or research engagement, provided that ConfidentialInformation described in this clause (viii) which constitutes Inventions shall besubject to the intellectual property provisions of Article 5 of this Agreement.(b) Obligations of Non-Disclosure and Non-Use: Unless otherwise agreed to inadvance and in writing by the Company, Consultant will not, except as required bylaw or court order, use the Confidential Information for any purpose whatsoeverother than the performance of the Services or disclose the ConfidentialInformation to any third party.Consultant may disclose the Confidential Information only to those of itsemployees who need to know such information. In addition, prior to anydisclosure of such Confidential Information to any such employee，such employeeshall be made aware of the confidential nature of the Confidential Information andshall execute, or shall already be bound by，a non-disclosure agreement containingterms and conditions consistent with the terms and conditions of this Agreement.In any event, Consultant shall be responsible for any breach of the terms andconditions of this Agreement by any of its employees. Consultant shall use thesame degree of care to avoid disclosure of the Confidential Information as itemploys with respect to its own Confidential Information of like importance, butnot less than a reasonable degree of care.(c) Return of Confidential Information：Upon the termination or expiration ofthis Agreement for any reason, or upon Companys earlier request, Consultant willdeliver to Company all of Companys property or Confidential Information intangible form that Consultant may have in its possession or control. TheConsultant may retain one copy of the Confidential Information in its legal files.ARTICLE 6: INTERFERENCE WITH BUSINESS(a)Non-Competition: During the term of this Agreement，Consultant mayengage in similar technical and project agreement, but shall not engage in businessor other activities which are, directly competitive with the business activities ofthe Company without obtaining the prior written consent of the Company.(b)Non-Solicitation: Consultant agrees that for a period of one (1) year aftertermination of this Agreement, Consultant shall not:(i) divert or attempt to divert from the Company any business of any kind inwhich it is engaged, including, without limitation, the solicitation of orinterference with any of its suppliers or customers, or(ii) Employ, solicit for employment, or recommend for employment any personemployed by the Company, during the Consultancy Period and for a period ofone (1) year thereafter,ARTICLE 7: INSURANCEConsultant shall maintain at the Companys expense liability insurance coveringthe performance of the Services by Consultant. Such liability shall be passed on tothe Company.ARTICLE 8: INDEPENDENT CONTRACTORThe Consultant agrees that all Services will be rendered by as an independentcontractor and that this Agreement does not create an employer-employeerelationship between the Consultant and the Company. The Consultant shall nothave right to receive any employee benefits provided by the Company to itsemployees. Consultant not agrees to pay all taxes due in respect of theConsultancy Fee and to indemnify the Company in respect of any obligation thatmay be imposed on the Company to pay any such taxes or resulting fromConsultants being determined to be an independent contractor. This Agreementdoes authorize the Consultant to act for the Company as its agent or to makecommitments on behalf of the Company,ARTICLE 9: NATURE OF RELATIONSHIP.Nothing in this Agreement shall be construed as creating an employer/employee orsimilar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The relationship of the Parties is that of an independent Consultant and donot create the obligation to pay any monthly Salary or Representation fees.The “Parties” shall have no authority to bind the “Company” to any contractual terms.Nothing in this Agreement shall create any obligation between either Party or a thirdparty,The offer for the “Independent Contractor” will be based in a ROYALTY fee perproject under the umbrella of the Company，that will be created for this purpose.The amount of the Royalty per project agreed with the “Independent Contractor” willbe signed in a separate treaty and will be attach to this agreement as an Addendum.The rights and involvement of the “Independent Contractor” with the “COMPANY” ispersonal and non-transferrable; these rights are not negotiable and cannot be sold to anyother individual, company or third parties. The only ones who can acquire these rightsback are the “Partners”or the Company” .ARTICLE 10: FORCE MAJEUREEither Party shall be excused from any delay or failure in performance requiredhereunder if caused by reason of any occurrence or contingency beyond itsreasonable control, including，but not limited to，acts of God, acts of war, fire,insurrection, strikes, lock-outs or other serious labor disputes，riots, earthquakes,floods, explosions or other acts of nature.The obligations and rights of the Party so excused shall be extended on a day-today basis for the time period equal to the period of such excusable interruption.When such events have abated，the Parties respective obligations hereunder shallresume.In the event the interruption of the excused Partys obligations continues for aperiod in excess of Ninety (90) calendar days, either Party shall have the rightto terminate this Agreement upon Thirty (90) calendar days prior writtennotice to the other Party.ARTICLE 11: NON-PUBLICITYEach of Company and Consultant agrees not to disclose the existence or contentsof this Agreement to any third party without the prior written consent of the otherParty except:(i) To its advisors, attorneys or auditors who have a need to know such information,(ii) As required by law or court order,(iii) As required in connection with the reorganization of a Party, or its mergerinto any other corporation, or the sale by a Party of all or substantially all of itsproperties or assets, or (iv) As may be required in connection with the enforcement of this Agreement.ARTICLE 12: ASSIGNMENTThe Services to be performed by Consultant hereunder are personal in nature, andCompany has engaged Consultant as a result of Consultants expertise relating tosuch Services, Consultant, therefore, agrees that it will not assign，sell, transfer,delegate or otherwise dispose of this Agreement or any right，duty or obligationunder this Agreement without the Companys prior written consent. Nothing inthis Agreement shall prevent the assignment by the Company of this Agreement orany right, duty or obligation hereunder to any third party.ARTICLE 13: INJUNCTIVE RELIEFConsultant acknowledges that a violation of Article 5 or 6 would cause immediateand irreparable harm to the Company for which money damages would beinadequate. Therefore, the Company will be entitled to injunctive relief forConsultants breach of any of its obligations under the said Articles without proofof actual damages and without the posting of bond or other security. Such remedyshall not be deemed to be the exclusive remedy for such violation, but shall be inaddition to all other remedies available at law or in equity,ARTICLE 14: GOVERNING LAW AND DISPUTE RESOLUTIONThis Agreement shall be governed by and const