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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 26, 2024
GD Culture Group Limited
(Exact name of Company as specified in charter)
| Nevada | 001-37513 | 47-3709051 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) | (IRS Employer Identification No.) |
22F - 810 Seventh Avenue,
New York, NY 10019
(Address of Principal Executive Offices) (Zip code)
+1-347-2590292
(Company’s Telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13©(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 | GDC | Nasdaq Capital Market |
Item 1.01 Entry into a Material Definitive Agreement.
IR Agency, LLC Consulting Agreement
On March 26, 2024, GD Culture Group Limited (the “Company” or “GDC”) entered into a consulting agreement (the “IR Agency Consulting Agreement”) with IR Agency, LLC (“IR Agency”), a provider of investor relations-related services. Pursuant to the IR Agency Consulting Agreement, GDC has engaged IR Agency, on a non-exclusive basis, to provide marketing and advertising services (“Services”) to communicate information about the Company to the financial community including, but not limited to, creating company profiles, media distribution and building a digital community with respect to the Company.
As consideration for its performance under the IR Agency Consulting Agreement, GDC will pay IR Agency a non-refundable fee of $250,000 in cash. IR Agency is not a registered broker-dealer or investment advisor and will not engage in any activities on behalf of GDC that would require it to be registered as a broker-dealer or investment advisor. In addition, IR Agency is being engaged by GDC as an independent contractor and not in an employer-employee or joint venturer relationship.
The IR Agency Consulting Agreement has a term of one (1) month and may be terminated by written notice, with or without cause, by either GDC or IR Agency at any time.
Pursuant to the IR Agency Consulting Agreement, both parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. Both parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in the IR Agency Consulting Agreement. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. Both parties agree that in the event of use or disclosure by the other party other than as specifically provided for in the IR Agency Consulting Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of the IR Agency Consulting Agreement, the parties acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the termination date.
Also, during the term of the IR Agency Consulting Agreement, IR Agency acknowledges that in order to prepare appropriate advertising in a timely manner it may be made aware of price sensitive or confidential information that has not been publicly disclosed yet. IR Agency confirms that it is fully aware of its obligations in relation to such information and will ensure that the confidentiality of such information is maintained at all times and that it, and its employees and contractors, are all fully aware of and comply with, all appropriate securities laws and regulations in relation to insider trading and related matters.
The IR Agency Consulting Agreement is governed by the laws of the State of New Jersey.
The foregoing description of the IR Agency Consulting Agreement in Item 1.01 of this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the IR Agency Consulting Agreement, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.
Corbo Capital Consulting Agreement
On April 1, 2024, GDC entered into a consulting services agreement (the “Corbo Consulting Agreement”) with Corbo Capital Inc. (“Corbo”), pursuant to which the Company engaged Corbo to provide business consulting services in the e-commerce/technology sector.
More specifically, the Corbo Consulting Agreement provides that Corbo will:
| ● | meet with management to examine current activities and proposed plans, identify and discuss issues, market needs and expansionary goals, and to understand capital raising, investment and potential growth (acquisition) opportunities being considered (and timelines); |
| ● | conduct research, undertake due diligence and analysis, and identify benefits and risks in relation to prospects and partnership affiliations under consideration, and thereafter advise on viability of plans for scaling activities (and the initiatives) that support reaching milestones and goals; |
| ● | develop market messaging, growth and capital raising strategies that have the potential to deliver significant returns and attract investors; |
| ● | outline investor and funding strategy for growth (retail and online activity) and suggest ways to minimize costs associated with technological platform improvements and marketing spend; and |
| ● | prepare reports and present findings to senior management in relation to macro marketing plans and expansion viability, as well as select capital raising, investment and growth initiatives (and their structure). |
As consideration for its performance under the Corbo Consulting Agreement, GDC will pay Corbo an upfront fee of $265,000. The consulting fees shall be paid upon approval by the Company in its sole discretion of a submitted invoice. The Corbo Consulting Agreement also provides that GDC will reimburse Corbo, from time to time, for all out-of-pocket expenses, including travel costs, actually and properly incurred in connection with providing the consulting engagement. Such expenses must be approved by the Company.
Corbo is being engaged by GDC as an independent contractor and not in an employer-employee, partner or joint venturer relationship.
The Corbo Consulting Agreement has a term of twenty-four (24) months, starting from April 1, 2024.
The Corbo Consulting Agreement includes a mutual indemnification provision whereby each of GDC and Corbo agree, except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, to indemnify and hold harmless the other party and its affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with the Corbo Consulting Agreement. The indemnification provision will survive the termination of the Corbo Consulting Agreement.
Pursuant to the Corbo Consulting Agreement, all documents, data and reports and other information generated by Corbo in performing the services herein shall at all times be and remain the property of the Company and all such material is confidential and proprietary to the Company.
The Corbo Consulting Agreement provides that, Corbo acknowledges that during the course of providing services to GDC, Corbo will have access to proprietary information of GDC including, but not limited to, information relating to customer lists; financial costs and sales data; supply sources and contracts; business opportunities for new and developing business; products, procedures, systems and techniques relating to the development, marketing and sales of the Company’s products and services. Corbo acknowledges that all such proprietary information is a valuable, special and unique asset of the Company. Corbo shall faithfully serve and use his best efforts to promote the interests of the Company and shall not disclose proprietary information to others, other than in the course of Corbo’s responsibilities as a consultant advisor to the Company, and shall not use such proprietary information for his own personal gain. Furthermore, Corbo specifically agrees that this provision continues during and after the termination or expiration of the Corbo Consulting Agreement. In the event of a breach or threatened breach by Corbo, the Company shall be entitled to an Injunction restraining Corbo from disclosing, in whole or in part, such proprietary information or from rendering any services to any person, clients, the Company, association or other entity to whom such proprietary information, in whole or in part, has been disclosed or is threatened to be disclosed. The Company can also pursue any other remedies available to it for such breach or threatened breach, including the recovery of damages from Corbo.
The Corbo Consulting Agreement is governed by the laws of the State of Florida. Any controversy or claim arising out of or relating to the Corbo Consulting Agreement or any breach of the Corbo Consulting Agreement will be settled by arbitration.
The foregoing description of the Corbo Consulting Agreement in Item 1.01 of this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Corbo Consulting Agreement, a copy of which is attached hereto as Exhibit 10.2 and which is incorporated herein by reference
Item. 9.01. Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1 | Consulting Agreement, dated March 26, 2024, between the Company and IR Agency, LLC | |
| 10.2 | Consulting Agreement, dated April 1, 2024, between the Company and Corbo Capital Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 1, 2024 | GD Culture Group Limited |
| By: | /s/ Xiao Jian Wang | |
| Name: | Xiao Jian Wang | |
| Title: | Chief Executive Officer, President and Chairman of the Board |
4
Exhibit 10.1
CONSULTING AGREEMENT
IR Agency LLC (the “Consultant” or “IR Agency”) is pleased to provide certain consulting services to GD Culture Group Limited (“you,” the “Client” or the “Company”) as more fully described in this agreement (the Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages the Consultant to provide such services.
| 1. | Consulting Services. |
| (a) | Commencing on March 26, 2024, Consultant will provide marketing and advertising services (“Advertising” or “Services”) to communicate information about the Company (trading symbol: “GDC”) to the financial community including, but not limited to, creating company profiles, media distribution and building a digital community with respect to the Company, |
| (b) | Consultant does not make any representation about the response, if any, to the public release of Advertising for the Company. |
| (c) | Client acknowledges that the Consultant carries no professional licenses. Consultant will not participate in discussions or negotiations with potential investors. Consultant will not solicit orders, make recommendations or give investment advice. Consultant will not affect transactions of securities for potential investors or anyone else. Consultant and Client agree that Consultant is not being engaged for, and is not permitted to engage in, activities that would give rise to Consultant being required to register federally or in any state or other jurisdiction as a broker or an investment advisor. If a financial intermediary expresses interest in the Company to Consultant, Consultant will refer the intermediary to the Company. In providing services under the Agreement, Consultant agrees to comply in all materials respects with all applicable U.S. securities laws. The Client acknowledges and agrees that (a) it and its affiliates each have relied and will continue to rely on the advice of its own legal, regulatory, and securities law advisors for all matters and (b) neither the Client nor any of its affiliates has received, or has relied upon, the advice of Consultant or any of its affiliates regarding legal, regulatory, or securities law matters. |
| (d) | The Services of the Consultant shall not be exclusive to the Client, and the Client acknowledges that Consultant will be performing similar Services for other clients and Consultant shall be free to perform Services for such other persons. |
| 2. | Independent Contractor. Client and Contractor agree that Contractor shall perform its duties under this Agreement as an independent contractor. Nothing contained herein shall be considered as creating a relationship of agent-principal, employer-employee or joint venturers between the Consultant and either the Client or the Company. |
| 3. | Compensation. |
| (a) | As consideration for the performance of the Services hereunder, upon the date of the execution and delivery of this Agreement the Client shall pay to the Consultant the sum of Two Hundred and Fifty Thousand US Dollars $250,000 by Friday March 29th 2024 in cash via Bank Wire Transfer for providing the Services for a 1 Month(s) term starting on Wednesday March 27th 2024. Such consideration shall be deemed earned in full upon receipt. |
| (b) | Unless otherwise provide in this Agreement, all other services, including out-of- scope assignments, rendered by Consultant shall be subject to additional compensation under a separate agreement between Consultant and Company. Consultant shall be responsible for all out-of-pocket expenses incurred or paid in connection with its performance of the Services hereunder. |
| 4. | Term and Termination. |
| (a) | The term of this Agreement shall commence on the start date and continue for a period of one month(s) (the “Term”) unless otherwise extended by mutual agreement of the parties (the “Extended Term”). This Agreement may be terminated, with or without cause, by either Client or Consultant at any time by written notice to the other Party. If the Agreement is terminated by Client during the Term for any reason, Client will not be entitled to return of any of the compensation. If the Client files for bankruptcy, becomes insolvent or is in material breach of this Agreement (“Cause”), Consultant may terminate the Agreement and Client will not be entitled to the return of any of the compensation. If the Consultant terminates the Agreement without Cause, then Consultant must return the unused portion (if any) of the Compensation. Within ten days after the termination or expiration of this Agreement, each party shall return to the other all Proprietary or Confidential Information (defined below) of the other party (and any copies thereof) in the party’s possession or, with the approval of the party, destroy all such Proprietary or Confidential Information. |
| (b) | In the event the Client elects to purchase and the Consultant agrees to supply additional Services during the Term or the Extended Term of this Agreement, the terms and condition of this Agreement will apply to such additional Services. |
| 5. | Information. |
| (a) | In connection with Consultant’s performance of its Services, Consultant will rely on the Company’s press releases and the Company’s most recent reports, if any, filed with the Securities and Exchange Commission (collectively, the “Company Information”). In this regard, Company agrees to make all filings required by the exchange act and all other applicable laws, in each case on a timely basis in accordance with such laws. Client hereby grants to Consultant the right to use the name and service marks of Company in its Services. Company will be entitled to require that certain or all materials created by Consultant in performing its Services be submitted to Company for its review and approval, such approval not to be unreasonably withheld, conditioned or delayed. |
| (b) | The Client hereby acknowledges and agrees that, in performing its Services hereunder, Consultant will be using and relying on the Company Information without independent verification thereof. Consultant will also be under no obligation to determine whether there have been, or to investigate any changes in, such information. Consultant will be entitled to submit any materials created by Consultant to Company for its review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Client represents and warrants that that the Company Information and all information provided by Company or its affiliate or representatives to Consultant shall, at the time provided, not contain any untrue statement or material fact or omit to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading. |
| (c) | The Client, by its authorization or approval of the Advertisement, represents and warrants to Consultant that, to its knowledge, the Advertisement is complete and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. The Client agrees to promptly notify Consultant upon the occurrence of any material adverse change in the business or affairs of the Company or upon the occurrence of any event which causes Client to believe that the Advertisement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. |
| 6. | Securities Laws. The Client represents and warrants that the Company Information and all information provided by the Company or its affiliate or representatives complies in all respects with the U.S. federal and applicable state securities laws, and are not and will not be or constitute a part of any activity that is or may be deemed to be illegal under the U.S. federal or applicable state securities laws, including, without limitation, being a part of any illegal offering, illegal pump-and-dump, illegal scalping, illegal touting schemes, or an effort to assist with a violation of any court order including, but not limited to, any order banning or limiting a person’s involvement in the securities markets. |
| 7. | Work Product. All information and materials produced for the Client shall be the property of the Consultant, free and clear of all claims thereto by the Client, and the Client shall have no claim of authorship therein. Consultant shall retain all right, title, and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, software, applications, course, code, object code, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by or for Consultant’s databases. |
| 8. | Confidentiality. The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, the parties acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the termination date. |
| 9. | Non-Public Material Information. Consultant acknowledges that in order to prepare appropriate Advertising in a timely manner it may be made aware of price sensitive or confidential information that has not been publicly disclosed yet. Consultant confirms that it is fully aware of its obligations in relation to such information and will ensure that the confidentiality of such information is maintained at all times and that it, and its employees and contractors, are all fully aware of and comply with, all appropriate securities laws and regulations in relation to insider trading and related matters. |
| 10. | Limitation of Liability. Consultant shall not be liable to client or any other person for any damages in connection with the provision of services under the agreement, whether because of Consultant’s negligence or otherwise, and regardless of the form of action, except in the event of Consultant’s deliberate fault or gross negligence. Nevertheless, regardless of the form of action, whether in contract, tort or otherwise, Consultant shall not be liable to Client for any lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to this agreement, nor shall Consultant’s aggregate liability for any other damages arising out of this agreement exceed the compensation paid by Company to Consultant. |
| 11. | Indemnification. Client shall indemnify and hold Consultant harmless from and against any and all actions, claims, investigations (including but not limited to any formal or informal investigations brought by any state or federal regulator and any subpoenas or requests for documents issued in connection therewith), liabilities, losses, or damages arising from the preparation, presentation or dissemination of any Advertising covered by this Agreement including, but limited to, the costs of defense and attorneys’ fees. You will also indemnify Consultant from and against all losses, expenses (including costs and attorneys’ fees) and all manner of actions, claims and judgments sustained by or made against Consultant in connection with your use or misuse of the Service, any medium used with the Service, violation of this Agreement, or based upon any alleged violation of any statute, ordinance, code, or regulation. |
| 12. | Notices. Any notice or other communication required or permitted to be given to either party hereunder shall be in writing and shall be given to such party at such party’s address set forth below or such other address as such party may hereafter specify by notice in writing to the other party. Any such notice or other communication shall be addressed as aforesaid and given by (a) certified mail, return receipt requested, with first class postage prepaid, (b) hand delivery, or (c) via electronic communication (i.e., e-mail) or reputable overnight courier. Any notice or other communication will be deemed to have been duly given (i) on the fifth (5) day after mailing, provided receipt of delivery is confirmed, if mailed by certified mail, return receipt requested, with first class postage prepaid, (ii) on the date of Service if served personally or (iii) on the business day after delivery to an overnight courier service or by sending of an electronic communication, provided the notifying party specifies next day delivery and receipt of delivery has been confirmed: |
If to the Client:
Email:
If to Consultant:
IR Agency LLC
23 Downing Street, Newark NJ 07105 E-mail: [Raf@ir.agency]
| 13. | Waiver of Breach. Any waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by any party. |
| 14. | Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party, which will not be delayed or withheld unreasonably; provided that the Client shall not be required to consent to any assignment by Consultant of its cash and compensation payable pursuant to this Agreement. Any assignment without such consent, when required, shall have no legal validity; subject to the foregoing, this Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns. |
| 15. | Governing Law and Jurisdiction. This Agreement shall be governed and construed under New Jersey law. The parties consent to the exclusive jurisdiction of the federal and state courts located in New Jersey, to hear and determine any dispute that may arise under this Agreement. |
| 16. | Entire Agreement. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof and supersedes any prior proposals, understandings, agreements or representations by or between the parties, written or oral. |
| 17. | Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held by any court of competent jurisdiction to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. |
| 18. | Waiver and Modification. Any waiver, alteration, or modification of any of the provisions of this Agreement shall be valid only if made in writing through an amendment of this Agreement and signed by the parties hereto. |
| 19. | Acceptance. Please confirm that the foregoing is in accordance with the Company’s understanding by signing and returning this Agreement, which will thereupon constitute a binding Agreement between the Company and IR Agency, LLC as of March 26, 2024. The undersigned officers of IR Agency, LLC and the Company represent that they have the authority to bind IR Agency and the Company, respectively. This Agreement may be executed in counterparts and with electronic or facsimile signatures. |
IR Agency LLC
| By: | /s/ Rafael Pereira | |
| Print Name: | Rafael Pereira |
GD Culture Group Limited.
| By: | /s/ Xiaojian Wang | |
| Print Name: | Xiaojian Wang | |
| Position: CEO |
IR Agency wire Instructions
Capital One Bank
Account Beneficiary- IR Agency LLC
Address: 23 Downing Street, Newark NJ 07105
Wire Acct #: 7057541044
Wire Routing #- 021407912
SWIFT# HIBKUS44
7
Exhibit 10.2
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT DATED AS OF April 1st, 2024
BETWEEN:
GD Culture Group Ltd.
A proprietorship registered in the State of Nevada
(hereinafter referred to as the “Firm”)
-and-
Corbo Capital Inc.
A corporation registered in the State of Florida
(hereinafter referred to as the “Consultant”)
| A. | RECITALS |
WHEREAS the Firm carries on business as company in the e-commerce/technology sector (the “Business”);
AND WHEREAS the Firm is desirous of retaining the Consultant to provide consulting services in connection with the Business of the Firm and the Consultant has represented to the Firm that he has expertise and experience in or related to the Business;
AND WHEREAS the Consultant is ready, willing and able to provide consulting services in connection with the Business and the Firm wishes to engage the Consultant to provide such services upon the terms and conditions hereinafter set out.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and all other good and valuable consideration and the mutual covenants herein contained, the parties hereto and hereby covenant and agree as follows:
| B. | INTERPRETATION |
| 1. | For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: |
| a) | this “Agreement” means this Consulting Services Agreement and from time to time supplemented or amended by one or more agreements entered into pursuant to the applicable provisions hereof; |
| b) | the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph or other subdivision; |
| c) | the headings are for convenience only and do not form a part of this Agreement nor are they intended to interpret, define or limit the scope, extent or intent of this Agreement or any portion hereof; |
| d) | a reference to a statute includes all regulations made pursuant thereto, all amendments to such statute or regulations enforced from time to time and any statute or regulations which supplement or supersede such statute or regulation; |
| e) | the recitals and all schedules attached hereto are specifically made a part of this Agreement, except that in the event of any inconsistency between the provisions of the body of this Agreement and any Schedule hereto, the provisions in the body of this Agreement shall prevail. |
| 2. | This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. |
| 3. | Unless otherwise indicated, all dollar amounts referred to in this Agreement are in U.S. funds. |
| 4. | The terms, conditions, covenants, agreements, obligations and provisos contained in this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and upon their respective heirs, executors, administrators, personal representatives, successors and, if permitted, assigns, as the case may be. |
| 5. | Time shall be of the essence hereof. |
| 6. | This Agreement may be executed in several parts in the same form and the several parts executed shall together constitute one agreement. |
| 7. | There are no representations, warranties, conditions, terms or collateral contracts affecting the engagement of the Consultant contemplated in this Agreement except as set out in this Agreement. |
| 8. | If any provision or part of any provision of this Agreement is void for any reason, it shall be severed from the Agreement without affecting the validity of the balance of the Agreement. |
| C. | ENGAGEMENT AND RETAINER |
| 1. | The Firm hereby agrees to retain the Consultant to provide consulting services during the Term of this Agreement (as hereinafter defined) upon and subject to the terms and conditions set out and the Consultant hereby accepts the mandate upon such terms and conditions. |
| 2. | The “Term of this Agreement” as used herein shall mean a period of twenty-four months beginning on April 1st, 2024 (or as soon as possible thereafter). |
| 3. | It is acknowledged by the parties hereto that the Firm is retaining the Consultant in the capacity of independent contractor and not as an employee of the Firm. The Consultant and the Firm acknowledge and agree that this Agreement does not create a partnership or joint venture between them. |
| 4. | The Consultant shall periodically provide business consulting services to the Firm and its clients, which shall include: |
| ● | Meet with management to examine current activities and proposed plans, identify and discuss issues, market needs and expansionary goals, and to understand capital raising, investment and potential growth (acquisition) opportunities being considered (and timelines); |
| ● | Conduct research, undertake due diligence and analysis, and identify benefits and risks in relation to prospects and partnership affiliations under consideration, and thereafter advise on viability of plans for scaling activities (and the initiatives) that support reaching milestones and goals; |
| ● | Develop market messaging, growth and capital raising strategies that have the potential to deliver significant returns and attract investors; |
| ● | Outline investor and funding strategy for growth (retail and online activity) and suggest ways to minimize costs associated with technological platform improvements and marketing spend; and |
| ● | Prepare reports and present findings to senior management in relation to macro marketing plans and expansion viability, as well as select capital raising, investment and growth initiatives (and their structure). |
| 5. | The Consultant shall periodically provide the services in paragraph C-4 on dates to be scheduled by the Firm. |
| 6. | The Consultant shall at agreed upon times during the Term of this Agreement, be available, except during periods of vacation or when the Consultant is disabled by illness or incapacity, and Consultant shall faithfully and diligently perform the Consultant’s duties. It is agreed and acknowledged that the Consultant may provide services to other persons, clients and Firms. |
| 7. | The Consultant shall perform the services referred to herein in a confidential, efficient prompt, economical, skillful, and careful manner, in accordance with the best modern methods, standards and practices currently prevailing in the appropriate industry. The Consultant shall obey all applicable laws, regulations, rules and standards imposed by governmental authorities. The Consultant shall take direction on ongoing business issues and projects from the senior management of the Firm. |
| 8. | All documents, data and reports and other information generated by the Consultant in performing the services herein shall at all times be and remain the property of the Firm and all such material is confidential and proprietary to the Firm. |
| 9. | The Consultant acknowledges that during the course of providing services to the Firm, the Consultant will have access to proprietary information of the Firm including, but not limited to, information relating to customer lists; financial costs and sales data; supply sources and contracts; business opportunities for new and developing business; products, procedures, systems and techniques relating to the development, marketing and sales of the Firm’s products and services. The Consultant acknowledges that all such proprietary information is a valuable, special and unique asset of the Firm. The Consultant shall faithfully serve and use his best efforts to promote the interests of the Firm and shall not disclose proprietary information to others, other than in the course of the Consultant’s responsibilities as a Consultant advisor to the Firm, and shall not use such proprietary information for his own personal gain. Furthermore, the Consultant specifically agrees that this provision continues during and after the termination or expiration of this Agreement. In the event of a breach or threatened breach by the Consultant of the provisions of this paragraph, the Firm shall be entitled to an Injunction restraining the Consultant from disclosing, in whole or in part, such proprietary information or from rendering any services to any person, clients, Firm, association or other entity to whom such proprietary information, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein shall be construed as prohibiting the Firm from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Consultant. |
| 10. | The Consultant warrants to the Firm that the performance of the services by the Consultant under this Agreement does not constitute a conflict with any party to whom the Consultant has provided services prior to the effective date of this Agreement. |
| D. | REMUNERATION |
| 1. | The Firm agrees to pay the Consultant an upfront fee in the amount of USD $265,000 for the term of this Agreement. The consulting fees shall be paid upon approval by the Firm in its sole discretion of a submitted invoice. |
| 2. | The Consultant may be reimbursed, from time to time, for all out of pocket expenses, including travel costs, actually and properly incurred by the Consultant in connection with providing the services set out in paragraph C-4. The Consultant shall furnish statements and vouchers to the Firm for such expenses. Such expenses must be approved. |
| E. | ASSIGNMENT |
| 1. | This Agreement is a corporate service agreement and may not be assigned by either Party without the prior written consent of the other Party. |
| 3. | The Consultant shall not sub-contract all or any portion of the consulting services itemized in Part C hereof without the prior written consent of the Firm. |
| F. | ARBITRATION |
| 1. | Any controversy or claim arising out of or relating to this Agreement or any breach of this Agreement shall be finally settled by arbitration. |
| A. | INDEMNIFICATION |
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement to be effective as of the day and year first above written.
| For: | GD Culture Group Ltd. | |
| Xiaojian Wang | ||
| /s/ Xiaojian Wang |
| For: | Corbo Capital Inc. | |
| Adam Vance Chambers | ||
| /s/ Adam Vance Chambers |
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