UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed by Nature’s Miracle Holding, Inc. (the “Company”), including in its most recent quarterly report on Form 10-Q for the quarter ended September 30, 2025, on August 22, 2023, Megaphoton, Inc. (“Megaphoton”) filed a lawsuit against the Company and two of the Company’s wholly-owned subsidiaries, Visiontech Group, Inc. (“Visiontech”) and Hydroman, Inc. (“Hydroman” and, collectively with the Company and Visiontech, the “Company Parties”) in the United States District Court Central District of California (the “Court”), alleging the Company Parties’ breach of a contract/guarantee agreement with Megaphoton (the “Action”). In response to the Action, the Company Parties counter-sued, seeking affirmative relief against Megaphoton.
In exchange for each party’s agreement to file with the Court a request for the dismissal of each of their respective claims, with prejudice, relating to the Action, the Company Parties and Megaphoton entered into a settlement and mutual release agreement (the “Settlement Agreement”) dated February 2, 2026 (the “Effective Date”).
Pursuant to the terms of the Settlement Agreement, the Company has agreed, among other things, to:
| ● | Issue to the chief executive officer of Megaphoton, Jinlong Du (the “Executive”), 15,000,000 unregistered shares (the “Settlement Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock’), and to register such Settlement Shares on a registration statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”) no later than July 31, 2026 (the “Registration”); |
| ● | Appoint the Executive as one of five members of the Company’s board of directors (the “Board”) within 30 days of the Effective Date; |
| ● | Appoint the Executive as President of the Company to lead and manage its agriculture-related operations pursuant to an employment agreement, dated the Effective Date (the “Employment Agreement”), further described in Item 5.02 of this Form 8-K |
| ● | Pay to Megaphoton a sum of $300,000 on or before June 30, 2026; |
| ● | Use its best efforts to uplist its Common Stock on the New York Stock Exchange or The Nasdaq Stock Market (the “Uplisting”) within 180 days of the Effective Date, and if such Uplisting is not approved, to issue to the Executive an additional 15,000,000 shares of freely tradable, unrestricted Common Stock; and |
| ● | Forego future issuances of Company stock from the Effective Date until such date as an Uplisting is approved, unless the dilution resulting from any such issuance would apply equally to all shareholders of the Company. |
The Settlement Agreement additionally includes mutual releases of all claims and liabilities relating to the Action and prior transactions between the parties, without the admission by any party of any wrongdoing whatsoever relating thereto, as well as customary representations and warranties, confidentiality provisions, governing law (State of California) and other miscellaneous terms.
The foregoing descriptions of terms and conditions of the Settlement Agreement and the Employment Agreement do not purport to be complete and are qualified in their entirety by the full text of the Settlement Agreement and the Employment Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively.
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Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Settlement Shares is incorporated by reference into this Item 3.02.
The Settlement Shares will be issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof. The Settlement Shares will bear restrictive legends as required under applicable securities laws and will be subject to resale restrictions under Rule 144 thereunder until registered under the Securities Act pursuant to the Registration described above.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the appointment of the Executive as President of the Company and as a director on the Board is incorporated by reference into this Item 5.02.
Pursuant to the terms of the Employment Agreement, the Executive is entitled to receive an annual base salary no less than the total annual salary and remuneration received by the Company’s chief executive officer, subject to a minimum of $300,000, until the end of the term of the Employment Agreement (the “Term”), which is January 31, 2029, but which shall automatically extend for successive one-year periods if not earlier terminated via written notice by either party to the other at least 30 days prior to the expiration of the then current Term. Additionally, pursuant to the terms of the Employment Agreement, the Executive is entitled to receive incentive and bonus compensation (in the form of equity or otherwise) and employee benefits consistent with that provided to other executives of the Company.
Other than under the Settlement Agreement and the Employment Agreement, there is no arrangement or understanding between the Executive and any other person pursuant to which he is to be appointed President of the Company or a director of the Board. At the time of this disclosure, the Executive was not named to any committees of the Board. There are no family relationships between the Executive and any director or executive officer of the Company, and the Executive has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with the Company’s appointment of the Executive to the Board pursuant to the Settlement Agreement, the Company will file an Information Statement on Schedule 14C with the SEC.
The foregoing descriptions of terms and conditions of the Settlement Agreement and the Employment Agreement do not purport to be complete and are qualified in their entirety by the full text of the Settlement Agreement and the Employment Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Settlement Agreement and Mutual Release dated February 2, 2026 | |
| 10.2 | Employment Agreement dated February 2, 2026 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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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 hereunto duly authorized.
Dated: February 6, 2026
| NATURE’S MIRACLE HOLDING INC. | ||
| By: | /s/ Tie (James) Li | |
| Name: | Tie (James) Li | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
1. Parties. The parties (“Parties”) to this Settlement Agreement and Mutual Release (“Agreement”) are:
| A. | Megaphoton, Inc., a Chinese corporation (“Megaphoton”); |
| B. | Visiontech Group, Inc., a California Corporation (“Visiontech”); |
| C. | Hydroman, Inc., a California Corporation (“Hydroman”); and |
| D. | Nature’s Miracle Holding, Inc., a Delaware Corporation (“Nature’s Miracle”). |
2. Recitals. This Agreement is entered into with respect to the following facts:
| A. | Whereas, Megaphoton has filed a lawsuit, in US District Court, against Visiontech, Hydroman and Nature’s Miracle entitled Megaphoton v. Visiontech Group, et al., Case No. 5:24-cv-01181-AH-DTB (“the Action”); |
| B. | Whereas, Visiontech, Hydroman and Nature’s Miracle have filed a cross-complaint against Megaphoton in the Action; |
| C. | Whereas, Visiontech, Hydroman and Nature’s Miracle deny all of Megaphoton’s allegations in the Action; |
| D. | Whereas, Megaphoton denies all of Visiontech, Hydroman and Nature’s Miracle’s allegations in their cross-complaint; |
| E. | Whereas, Nature’s Miracle warrants that, as of the date of this Agreement, it has outstanding shares totaling 113,920,904; and |
| F. | Whereas, the Parties now wish to settle all claims between them. |
Therefore, in consideration of the mutual covenants and provisions provided herein, the Parties agree as follows:
3. Non-Admission of Liability. It is understood and agreed between the Parties that this Agreement is a compromise of a disputed claim and that it will not in any way be construed as an admission by any of the Parties that any of them has acted wrongfully with respect to the other or any other person, or that any Party has any rights whatsoever against the other Parties.
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4. Settlement Terms. Upon execution of this Agreement by all of the Parties, Nature’s Miracle shall:
| A. | Transfer fifteen million (15,000,000) shares of Nature’s Miracle common stock, free of lock-up agreement, to Jinlong Frank Du; Nature’s Miracle Holding will register the fifteen million shares in the next S1 registration statement with SEC, but no later than July 31 , 2026, so these shares will be freely tradable subject to the relevant securities laws and regulations. |
| B. | Appoint Jinlong Frank Du as the President of Nature’s Miracle; |
| i. | Jinlong Frank Du to lead and manage the company’s agriculture related operations; |
| ii. | Jinlong Frank Du shall serve pursuant to an employment agreement that is approved by the Nature’s Miracle board of directors a copy of which is attached hereto as Exhibit A. |
| C. | Appoint Jinlong Frank Du to one of five seats on Nature’s Miracle’s Board of Directors (Nature’s Miracle to provide resolution of company’s Board of Directors as Exhibit B herein) within 30 days of the executing of this agreement; |
| D. | Pay, on or before June 30, 2026, the sum of three hundred thousand dollars ($300,000) to Megaphoton; and |
| E. | On or before December, Nature’s Miracle will use its best efforts to file an application to uplist Nature’s Miracle’s common stock with either the NYSE or NASDAQ. If the uplisting is not approved within one hundred eighty days of the Effective Date, Jinlong Frank Du shall be entitled to received another fifteen million (15,000,000) shares of its freely tradable Nature’s Miracle common stock, free of any lien or restriction. |
5. Anti-Dilution. Effective as of the date of this Agreement, and until Nature’s Miracle obtains a listing of its common stock with the NYSE or NASDAQ, Nature’s Miracle shall not issue any more shares of stock unless the dilution is equal to all shareholders equally.
6. Dismissal With Prejudice. Upon the condition that all of the actions required of Nature’s Miracle in Paragraph 4 take place, Megaphoton will file and serve a Request for Dismissal, with prejudice, as to the Action and Visiontech, Hydroman and Nature’s Miracle will file a Request for Dismissal, with prejudice, as to the cross-complaint that they filed in the Action.
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7. Mutual Release by Parties.
| A. | General Release. Effective upon the conditions provided for in Paragraph 4 are met, and except for the obligations herein, the Parties, on behalf of themselves and their respective agents, representatives, employees, predecessors, officers, directors, heirs, successors and assigns, hereby release each other and their respective agents, representatives, employees, predecessors, officers, directors, heirs, successors and assigns and lawyers (collectively “Released Parties”) from all claims, demands, judgments, causes of action, or liabilities, of whatever kind or nature, whether known or unknown, whether now existing or hereafter arising, from the beginning of time to the date hereof, including but not limited to any claims, causes of action, or liabilities that were asserted in the Action or could have been asserted in the Action, by these Parties or the Released Parties. This release also includes, but is not limited to, claims for attorneys’ fees and costs incurred by the Parties in prosecuting and/or defending the Action, and cross-complaints in the Action. This release also includes, but is not limited to, any claims, demands, causes of action, or liabilities arising under or in relation to any oral written representations or statements made by the Parties and their respective Released Parties. |
| B. | Release of Unknown Claims. The Parties hereto expressly waive and relinquish all rights and benefits provided by Section 1542 of the California Civil Code (and any similar laws of other jurisdictions), and do so understanding and acknowledging that significance of this specific waiver of Section 1542, which provides as follows: |
“Section 1542. General Release — Claims Extinguished. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Thus, notwithstanding the provisions of Section 1542 of the Civil Code, and for the purpose of implementing a full and complete release and discharge of the released Parties, each of the Parties hereto expressly acknowledges that this Agreement is intended to include all claims which they do not know or suspect to exist in their favor at the time of signing this Agreement.
8. Ownership of Claims by the Parties. The Parties represent and warrant that they are the sole owner of the claim’s demands, causes of action and liabilities that they are releasing, and they have not previously assigned or transferred, or purported to assign or transfer, to any person or entity, any claim released herein. The Parties agree to indemnify, defend and hold harmless each other against all liability, loss, cost or expense, including, but not limited to, actual attorneys’ fees, incurred by any Party as a result of: (i) breach of the representations and warranties contained in this Paragraph; or (ii) the assertion by any other person or entity of any of the claims released herein.
9. No Reliance/Integration. In negotiating this Agreement, each Party has made various statements and representations to the other Party. Nevertheless, except as expressly stated in this Agreement, the Parties represent and acknowledge that in executing this Agreement they do not rely upon any representation or statement not set forth herein that may have been made by the Parties’ agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement, or otherwise. This Agreement contains the entire agreement of the Parties and supersedes all other agreements, whether oral or in writing, between the Parties. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding.
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10. Court To Maintain Jurisdiction To Enforce This Agreement. The Court shall retain jurisdiction to enforce the terms of this Agreement and upon appropriate motion may enter judgment pursuant to the terms.
11. Severability. The provisions of this Agreement are severable, and if any part of it is found to be unenforceable, the other provisions shall remain fully valid and enforceable.
12. Admissibility of This Agreement. The Parties specifically agree that: (1) this Agreement is admissible as evidence and subject to disclosure in enforcement proceedings; (2) all of the material terms of the settlement are set forth herein; and (3) all Parties specifically waive the mediation privilege and any other confidentiality privilege that may apply to this Agreement for purposes of its enforcement.
13. Representation by Counsel. Each of the Parties hereto has been advised to seek independent legal advice from attorneys of their own choice, with respect to the advisability of making the settlement and releases provided for herein, and with respect to the advisability of making the settlement provided for herein and the advisability of executing this Agreement. Each of the Parties has had an attorney review this Agreement prior to the execution of this Agreement or has elected in their own discretion not to do so.
14. Construction. Each of the Parties has cooperated in the drafting and preparation of this Agreement. Hence, in any construction to be made of the Agreement, it shall not be construed against any of the Parties on the grounds that the Party or it/his/her attorney drafted it and, in this regard, the provisions of Civil Code, Section 1654 are waived. Any caption in this Agreement is inserted only for convenience and should not be used to interpret the Agreement. The numbering of the paragraphs in this Agreement are likewise only inserted for convenience and should not be used to interpret the Agreement.
15. Governing Law. The laws of the state of California govern, construe and enforce all of the rights and duties of the parties arising from or relating in any way to the subject matter of this contract.
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16. Venue and Consent to Personal Jurisdiction. The Parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be litigated and tried exclusively in the State or Federal Courts located in Los Angeles County, California. Each party hereby waives any right it may have to assert the doctrine of inconvenient forum or similar doctrine or to object to venue with respect to any proceeding arising out of this Agreement. The Parties hereto each consent to personal jurisdiction of the state and federal court located in Los Angeles County, California for the purpose of adjudicating any dispute arising from this Agreement.
17. Service of Process. Each Party hereto agrees that the service of any legal process, including petitions, complaints or any other process that is required to be served in connection with a legal or administrative proceeding, state or federal, may be given by electronic mail with a copy sent via a reputable overnight carrier to the address listed herein below for each party. Service of process pursuant to the foregoing procedure shall be deemed personal service and sufficient for personal jurisdiction in any action, arbitration or other proceeding by, or against, a Party to this Agreement.
18. Time is of the Essence. Time is of the essence of every term of this Agreement.
19. Conditions of Execution. Each Party acknowledges and warrants that his/her/its execution of this Agreement is free and voluntary.
20. Execution in Counterparts. This Agreement may be executed and delivered in two or more counterparts, each of which, when so executed and delivered, shall be an original, and may be so delivered in person, by mail, by email or by facsimile.
21. Authority. Each person signing this Agreement on behalf of a Party which is not a natural person represents and warrants that he or she is duly authorized to so act and hereby represents and warrants that such person has the power, authority and capacity to enter into and perform this Agreement on behalf of such Party.
22. No Third-Party Beneficiaries. This Agreement is made for the sole benefit and protection of the Parties hereto and their respective Released Parties, and no other person shall have any right of action or right to rely thereon, and the Parties hereto agree that nothing contained in this Agreement shall be construed to vest in any other person or entity, any interest in or claim upon the rights and interests of the Parties hereunder or in any proceeds thereof.
23. Further Assurances. Each of the Parties shall take such additional reasonable and necessary acts as necessary to accomplish the purposes of this Agreement. Each of the Parties hereto agrees that, from and after the Settlement Effective Date, upon the reasonable request of any of the other Parties hereto and without further consideration, such Parties will execute and deliver to such other party such documents and further assurances and will take such other actions (without cost to such party) as such other party may reasonably request in order to carry out the purpose and intention of this Settlement Agreement, and the correction of errors and defects in any such documents.
24. Effective Date. This Agreement shall be effective as of January 1, 2026, but it shall only be effective and binding on all Parties hereto when it has been executed by all of the Parties to this Agreement.
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25. Notices. Unless stated to the contrary in this Agreement, all payments, notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if physically delivered, delivered by a nationally recognized overnight courier at the address provided below for the Party, except that all payments must be made by personal delivery or overnight courier.
If to Megaphoton:
David Youssefyeh
ADY Law Group, PC
1925 Century Park East, Suite 220
Los Angeles, CA 90067
With a cc via email to: david@adylaw.com & cucherlaw@msn.com
If to Visiontech, Hydroman and Nature’s Miracle:
Brian Davis
Forward Counsel
4340 Von Karman Avenue, Suite 380
Newport Beach, CA 92660
With a cc via email to: bdavis@forwardcounsel.com
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BY THEIR SIGNATURES BELOW, EACH OF THE UNDERSIGNED REPRESENTS THAT THEY HAVE READ THE FOREGOING AND FULLY UNDERSTAND AND AGREE TO EACH AND ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN:
| Dated: February 2, 2026 | VISIONTECH | ||
| By: | /s/ Tie Li | ||
| Name: | Tie Li | ||
| Title: | CEO | ||
| Dated: February 2, 2026 | HYDROMAN | ||
| By: | /s/ Tie Li | ||
| Name: | Tie Li | ||
| Title: | CEO | ||
| Dated: February 2, 2026 | NATURE’S MIRACLE | ||
| By: | /s/ Tie Li | ||
| Name: | Tie Li | ||
| Title: | CEO | ||
| Dated: February 2, 2026 | MEGAPHOTON | ||
| By: | /s/ Jinlong Du | ||
| Name: | Jinlong Du | ||
| Title: | Authorized Officer, Megaphoton Inc | ||
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Exhibit A
[Du Employment Agreement]
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Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement (“Aqreement”), is entered into as of Feb 2, 2026 (“Effective Date”) by and between Nature’s Miracle Holding Incorporated, a Delaware corporation (the “Company”) and Jinlong Frank Du, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include Nature’s Miracle Holding Incorporated and all of its subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
RECITALS
Whereas, the Company desires to employ the Executive and to assure itself of the services of the Executive upon the terms and conditions of this Agreement; and
Whereas, the Executive desires to be employed by the Company upon the terms and conditions of this Agreement.
Now, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereto hereby agree as follows:
1 . POSITION AND RESPONSIBILITIES.
During the term of this Agreement, Executive agrees to serve as “President” of the Company in charge of agricultural and cannabis business (“Employment”). Company understands that Executive’s services will not be exclusive and that Executive will also be continuing to provide his services to other companies including, but not limited to Megaphoton, Inc. and/or other companies which may compete with Company.
2. TERM.
Subject to the terms and conditions of this Agreement, the term of the Employment shall commence on the Effective Date and end on January 31, 2029, unless terminated earlier pursuant to the terms and conditions of this Agreement (“Term”). Upon expiration of the Term, the Employment shall be automatically extended for successive one-year periods unless either party gives the other party written notice to terminate the Employment at least thirty days prior to the expiration of the then current Term or unless terminated earlier pursuant to the terms and conditions of this Agreement.
3. COMPENSATION, BENEFITS AND REIMBURSEMENT.
| (a) | Base Salary. The Employer shall pay Executive a salary of not less than $300,000 per year (“Base Salary”). Such Base Salary shall be payable biweekly, or with such other frequency as officers and employees of the company are generally paid, but no less frequent than once per month. During the Term, the Executive’s Base Salary shall be no less than the total salary and remuneration received by James Li from the Group. During the Term, the Base Salary shall not be reduced and any increase in Base Salary to become “Base Salary” for purposes of this Agreement. |
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| (b) | Bonus And Incentive Compensation. Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Group in which other executives are eligible to participate or as otherwise agreed to between the Company and the Executive. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement. |
| (c) | Employee Benefits. Executive shall be entitled to participate in all employee benefit plans, programs and arrangements as generally provided by the Group to its employees. |
| (d) | Expense Reimbursements. During the Term, the Company shall pay or reimburse Executive for all reasonable travel, entertainment and other reasonable expenses incurred by Executive during the course of performing his obligations under this Agreement, upon presentation to the Company of an itemized account of such expenses. |
| (e) | Paid Time Off. Executive shall be entitled to paid vacation time each year during the Term of this Agreement in accordance with the Company’s usual practices, as well as sick leave, holidays and other paid absences in accordance with the Company’s policies and procedures for senior executives. |
| (f) | Equity Incentives. Executive is entitled to participate in any incentive plan provided by the Company to its senior executives or as otherwise determined by the CEO and the Board. |
4. TERMINATION.
| (a) | Termination By Company. The Company may terminate the Employment at any time, but any termination other than Termination for Cause, as defined herein, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Company may terminate the Employment for cause, as defined herein, at any time, without notice or remuneration, if the Executive (1) is convicted of a felony offence of moral turpitude and the conviction becomes final; (2) willful misconduct of the Executive; or (3) if the Executive is guilty of fraud or dishonesty. For the purposes of this paragraph, no act, or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon the direction of the Chief Executive Officer or Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination for Cause shall require the affirmative vote of a majority of the members of the Company’s Board of Directors. |
| (b) | Termination by Executive. Executive may terminate the Employment at any time, with a one-month prior written notice to the Company or by payment of one month’s salary in lieu of notice. In addition, Executive may resign prior to the expiration of the Agreement if such resignation or an alternative arrangement with respect to the Employment is approved by a majority of the Board. |
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5. CONFIDENTIALITY AND NONDISCLOSURE
| (a) | Confidentiality and Non-disclosure. Executive hereby agrees that at all times during the Term, and after termination of the Employment, to hold in the strictest confidence, and not to use, except for the benefit of the Group, or to disclose to any person, corporation or other entity without written consent of the Company, any Confidential Information. The Executive understands that “Confidential Information” means any proprietary or confidential information of the Group, its affiliates, their clients, customers or partners, and the Group’s licensors, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers (including, but not limited to, customers of the Group on whom the Executive called or with whom the Executive became acquainted during the term of his Employment), supplier lists and suppliers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, licensors, licensees, distributors, and other persons with whom the Company does business, information regarding the skills and compensation of other employees of the Company or other business information disclosed to the Executive by or obtained by the Executive from the Company, its affiliates, or their clients, customers, or partners, either directly or indirectly, in writing, orally or by drawings or observation of parts or equipment, 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) | Company Property. 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 Company, are property of the Company and subject to inspection by the Company, at any time. Upon termination of the Employment (or at any other time when requested by the Company), the Executive will promptly deliver to the Company all documents and materials of any nature pertaining to his work with the Company and will provide prompt 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 Company, or any documents or materials or copies thereof containing any Confidential Information. |
| (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, or (ii) bring into any premises of the Company 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 indemnify the Company and hold it 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. |
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| (d) | Third Party Information. The Executive recognizes that the Company may have received, and in the future may receive, from third parties, confidential or proprietary information subject to a duty on the Company’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 Company and such third parties, during the Executive’s Employment by the Company 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 Company’s agreement with such third party. |
| (e) | This Section 5 shall survive the termination of this Agreement for any reason. |
6. REPRESENTATIONS
The Executive hereby represents that the Executive’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by the Executive in confidence or in trust prior to his Employment by the Company. The Executive has not entered into, and hereby agrees that he will not enter into, any oral or written agreement in conflict with this paragraph. Executive represents that Executive will consult his own consultants for tax advice and is not relying on the Company for any tax advice with respect to this Agreement or any provisions hereunder.
7. BINDING ON SUCCESSORS.
This Agreement shall be binding upon and inure to the benefit of Executive and the Employer and their respective successors and assigns.
8. MODIFICATION AND WAIVER.
This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived.
9. SEVERABILITY.
If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.
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10. HEADINGS FOR REFERENCE ONLY.
The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
11. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California. The sole venue for any despite arising out of this Agreement is Los Angeles, California.
12. INDEMNIFICATION.
Executive shall be provided with coverage under a standard directors’ and officers’ liability insurance policy, with a minimum per-claim limit of $2,000,000, and shall be indemnified for the term of this Agreement and for a period of six years thereafter, to the fullest extent permitted under applicable law against all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his having been a director or officer of the Company or any affiliate (whether or not he continues to be a director or officer at the time of incurring such expenses or liabilities), such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of settlements (such settlements must be approved by the Board), provided, however, Executive shall not be indemnified or reimbursed for legal expenses or liabilities incurred in connection with an action, suit or proceeding arising from any illegal or fraudulent act committed by Executive.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.
| Nature’s Miracle Holding Incorporated, | ||
| By: | /s/ “James” Tie Li | |
| Name: | “James” Tie Li | |
| Title: | CEO and Chairman | |
| Executive | ||
| Signature: | /s/ Jinlong Frank Du | |
| Name: | Jinlong Frank Du | |
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