FUST Fuse Group Holding Inc (QB)

 

Exhibit 10.1

 

CONSULTING AGREEMENT

 

 

THIS CONSULTING AGREEMENT (the "Agreement") is entered by and between Beijing Jixiang Fengqi Tech Company Limited (the "Customer" or “Company”) AND Fuse Group Holding Inc. (“FUST”) (the "Consultant ") on December 13^th, 2023 and shall take effect on December 13^th, 2023.  

 

IN CONSIDERATION OF the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:  

 

Services Provided

The Customer hereby agrees to engage the Consultant to provide the Customer with services (the "Services") from December 13^th, 2023 to December 12^th, 2024 consisting of: 

 

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The Consultant shall help the Company to conduct marketing research, competitive analysis, and business development strategy in north America.

■

The Consultant shall provide research findings to the Company’s management with regards to company’s website and product development.

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The Consultant shall help the Company to develop digital marketing strategies, including SEO, PPC advertising, and content marketing.

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The Consultant shall help the Company to identify and partner with local businesses or distributors who have an established presence in the market.

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The Consultant shall provide other general business advisory services as requested by the Customer.

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The Consultant shall be available to facilitate the Customer's meetings and serves as translator when necessary.

 

Term of Agreement 

 

1.

The term of this Agreement (the "Term") will begin on December 13th, 2023 and will remain in full force and effect for one year unless it is renewed by the parties.

2.

In the event that either Party wishes to early terminate this Agreement, such Party will be required to provide thirty (30) days notice to the other Party.

3.

Except as otherwise provided in this Agreement, the obligations of the Consultant will terminate upon the earlier of the Consultant ceasing to be engaged by the Customer or the termination of this Agreement by the Customer or the Consultant.

 

Performance 

4. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. 

 

 

 

Currency 

5. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars). 

 

Compensation 

6.  For the services rendered by the Consultant as required by this Agreement, the Customer agree to pay a service fee (the "Compensation") to the Consultant of $10,000 per month, payable monthly for a term from December 13^th, 2023 to December 12^th, 2024.

 

Reimbursement of Expenses 

7. The Consultant will be reimbursed from time to time for all reasonable and necessary expenses incurred by the Consultant in connection with providing the Services hereunder. 

 

8. The Consultant will furnish statements and vouchers to the Customer for all such expenses. 

 

Performance Penalties 

9. No performance penalty will be charged if the Consultant does not perform the Services within the time frame provided by this Agreement. However, Consultant will indemnify Customer for damages caused by Consultant’s willful misconduct or gross negligence.

 

Return of Property 

10. Upon the expiration or termination of this Agreement, the Consultant shall return to the Customer any property, documentation, records, or confidential information which is the property of the Customer. 

 

Capacity/Independent Contractor 

11. In providing the Services under this Agreement, it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee of the Customer. The Consultant and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. 

 

Notice 

12. All notices, requests, demands or other communications required or permitted by the terms of this Agreement shall be given in writing and delivered to the Parties of this Agreement via emails or addresses listed in the signature page.

 

Indemnification 

13. Each Party to this Agreement shall indemnify and hold harmless the other Party, as permitted by law, from and against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever to the extent that any of the foregoing is proximately caused either by the negligent or willful acts or omissions of the indemnifying Party or its agents or representatives. This indemnification shall survive the termination of this Agreement. 

 

 

 

 

 

 

 

 

Dispute Resolution 

14. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation. 

 

15. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, the dispute shall be submitted to American Arbitration Association (the "AAA") in Los Angeles, California (“Arbitral Tribunal”) for binding arbitration to be conducted in accordance with the AAA Arbitration rules in force at the execution date of this Agreement (the “Rules”). The appointing authority shall be the Arbitral Tribunal, which shall administer the arbitration in accordance with the Rules. The place of arbitration shall be Los Angeles, California or such other location as agreed to by the Parties and the language to be used in the arbitral proceedings shall be English. The arbitration proceedings and the resolution thereof shall be completely confidential, subject only to such disclosures as are required by applicable law or as are necessary to enforce an award. Prior to the arbitration proceeding, any party may apply to the Arbitral Tribunal which will in turn submit such request to the court of competent jurisdiction for provisional or interim relief. The parties hereby submit to any court of competent jurisdiction for the purpose of enforcing any award resulting from an arbitration between the parties in accordance with this provision. The arbitral award shall be final and binding upon each party.

 

Costs and Legal Expenses 

16. In the event that legal action is brought to enforce any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action. 

 

Modification of Agreement 

17. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized officer of each Party. 

 

Time of the Essence 

18. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. 

 

Assignment 

19. The Consultant will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer. 

 

Entire Agreement 

20.  It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof.

 

Titles/Headings 

21.  Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. 

 

 

Gender 

22. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. 

 

Governing Law 

23. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of California, without regard to the jurisdiction in which any action or special proceeding may be instituted. 

 

Severability 

24.  In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. 

 

Waiver 

25.  The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. 

 

Confidentiality

26. The Consultant shall not, except as expressly authorized or directed by the Customer, use, copy, disclose, or permit any unauthorized person access to any "Confidential Information" (as defined below) of the Customer. As used in this agreement, the term "Confidential Information" shall mean all technical, commercial, financial and business information, trade secrets, plans, data, technical developments and ideas, cost projections, samples and formula belonging to the Customers and all information considered as confidential information under the laws of the State of California. The Customer agrees that the Consultant may disclose this Agreement and Service in Form 8-K file with SEC and issue press release relating to this Agreement.

 

 

IN WITNESS WHEREOF the Parties has duly affixed their signatures under hand and seal on this 13th day of December, 2023.

 

 

 

 

 

(This is signing page with no contents)

 

 

 

 

Beijing Jixiang Fengqi Tech Company Limited

 

Representative:    Quentin Weeley                                 

 

Signature / Seal:                                                                (Seal)

 

Date: December 13^th, 2023

Address:

Email:

 

 

 

 

 

Fuse Group Holding Inc

 

Representative:  Umesh Patel                                        

 

Signature / Seal:/s/Umesh Patel                                     

 

Date: December 13^th, 2023

Address:

Email:

 

 

 

Exhibit 99.1

 

Fuse Group Holding Inc. Announces Signing of Consulting Agreement

 

Arcadia, CA. December 15, 2023 – Fuse Group Holding Inc., (OTCQB: FUST) (hereinafter referred to as "Fuse Group" or the "Company"), a company in development of business in the mining and biotech areas, proudly announces its signing of Consulting Agreement with Beijing Jixiang Fengqi Tech Company Limited ("Beijing Jixiang”) on December 13, 2023. Beijing Jixiang engages in IT consulting and digital marketing services.

 

Fuse Group agrees to provide general consulting, marketing and business development services for Beijing Jixiang to expand and grow its business in North American market. Fuse Group will help Beijing Jixiang to conduct marketing research, competitive analysis, digital marketing implementation, etc.

 

“Fuse Group is looking to diversify its business and tap more resources into new growth”, said Umesh Patel, CEO of the Fuse Group, “I personally have 25 years’ experience in the catering and culinary consulting service business and we hope this cooperation with Jixiang Fengqi will help Fuse Group to attract more business opportunities in the future.”

 

Safe Harbor Statement

 

Certain of the statements made in this press release are "forward-looking statements" within the meaning and protections of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as "may," "will," "anticipate," "assume," "should," "indicate," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "point to," "project," "could," "intend," "target" and other similar words and expressions of the future.

 

All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 10-K for the year ended September 30, 2022 and our other reports and filings with SEC. Such reports are available upon request from the Company, or from the Securities and Exchange Commission (“SEC”), including through the SEC's Internet website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.

 

IR Contact:

 

Fuse Group Holding Inc.

 

Tel: (626)-977-0000

 

 

 

v3.23.3

Document And Entity Information	Dec. 13, 2023
Document Information Line Items
Entity Registrant Name	Fuse Group Holding Inc.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001636051
Document Period End Date	Dec. 13, 2023
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	NV
Entity File Number	333-202948
Entity Tax Identification Number	47-1017473
Entity Address, Address Line One	805 W. Duarte Rd., Suite 102
Entity Address, City or Town	Arcadia
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91007
City Area Code	(626)
Local Phone Number	977-0000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	None
No Trading Symbol Flag	true
Security Exchange Name	NONE

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