Exhibit 10.65


 


Confidentiality and Non-Competition
Agreement


 


Party
A:  Tianjin New Highland Science
Development Co., Ltd.


 


Party B: Xin Guoqiang (ID:
120109196309295511)


 


WHEREAS, Party B, acting in
the capacity of a senior officer of Party A, will come to possess the knowledge
of the trade secrets of Party A (including business information, management
information, technical information, etc.). NOW, THEREFORE, in order to
clarify the confidentiality obligations and non-competition restrictions
applicable to Party B, Party A and Party B, on the basis of the principles of
equality, free will, fairness and good faith, hereby enter into this agreement.


 


The two parties hereby
acknowledge that they have carefully read the content of this agreement and
have fully understood the legal import of all of its terms and conditions.


 


Article 1  Subject-Matter and Scope of Confidentiality


 


Party A and Party B
acknowledge that the scope of the trade secrets of Party A in respect of which
Party B shall assume confidentiality obligations shall include, without
limitation, the following:


 


1.1  Business information, including without
limitation customer lists, marketing plans, procurement materials, pricing
policies, production costs, non-public financial information, supplier channels;
production and sales strategies, and the prices set out in, and the contents
of, bids and tenders.


 


1.2  Management information, including without
limitation employee salary standards, remuneration systems, employee identities
and their family information.


 


1.3 Technical information,
including without limitation know-how, technical plans, engineering design,
construction design, circuit design, manufacturing methods, formulas,
processes, technical indicators, computer software, databases, testing results,
drawings, samples, prototypes, models, user manuals, technical documentation,
trade secrets-related faxes, letters and emails and their attachments, relevant
meeting documents, minutes and decisions.


 


1.4  Trade secrets of the partners of Party A which
come into the knowledge of Party B, or matters which Party B is obligated to
maintain in confidence vis-a-vis an outside party, under applicable law or
relevant contractual provisions.


 


1.5 Other information
acknowledged as in need of confidential treatment by both Party A and Party B.


 


Article 2  Party A shall timely notify Party B of the
business information, management information, technical information and
technical materials which are no longer required to be maintained in confidence
or which have become public.


 


Article 3  Party B’s Confidentiality Obligations


 

















 


3.1  Party B shall use the confidential
information provided by Party A only for the purpose of planning,
implementation, supervision, management and other relevant work within his scope
of working duties.


 


3.2 Party B shall maintain
in confidence the technical information and technical documentation of Party A
obtained by it from Party A or from a channel other than Party A and shall not
provide such information and documentation to any third party without Party A’s
consent.


 


3.3  All confidential information and materials
provided by Party A, whether they are marked as confidential or not, shall be
maintained in confidence by Party B and shall not be provided to any third
party without Party A’s consent.


 


3.4  In complying with his confidentiality
obligations hereunder, Party B shall properly custody relevant files and
materials and shall not reproduce or simulate such files and materials, or
retain, for private purposes, any copy thereof.


 


3.5  During the period of confidentiality
hereunder, if Party B becomes aware of any divulgation of relevant confidential
information, Party B shall timely notify Party A and shall actively take
measures to prevent the aggravation of losses.


 


3.6 Party B shall not
disclose Party A’s trade secrets to any third party not bound by
confidentiality obligations.


 


3.7 Party B shall not permit
or abet any third party not bound by confidentiality obligations to use Party A’s
trade secrets.


 


3.8 Once Party B becomes
aware that any trade secret has been divulged, or has been revealed as a result
of his own negligence, Party B shall take effective measures to prevent the
aggravation of such divulgation or revelation and shall timely notify Party A
of the same.


 


Article 4  If, during the course of his performance of
his working duties, Party B needs to provide confidential information to other
personnel of the company or to specialists engaged by the company, Party B
shall obtain written consent of Party A or may put Party A in charge of
providing such information.


 


Article 5  Party A and Party B acknowledge that the
confidentiality obligations of Party B shall become effective as from the date
of execution and sealing of this agreement and that such obligations shall be
perpetual.  Such confidentiality
obligations shall remain valid and effective irrespective of whether Party B is
in office or not.


 


Article 6  If Party B fails to fulfill his
confidentiality obligations hereunder, Party B shall assume breach of contract
liabilities by paying, on a lump sum basis, liquidated damages in the amount of
RMB Thirty Thousand (RMB 30,000).  If
such liquidated damages are not sufficient to cover the economic losses of
Party A, Party B shall provide additional indemnification.


 


Article 7  During his term of service with Party A and
within 2 years from his termination of service with Party A, Party B shall not
assume any office with, or serve in whatsoever manner, any entity in
competition with Party A and its affiliates, nor shall Party B manufacture or
operate, on his own, similar products or businesses in competition with Party A
and its affiliates.


 


Article 8  The other obligations assumed by Party B
during his term of service with Party A and after his termination of service
with Party A shall include, without limitation: the obligation of not
divulging, using, or causing a third party to obtain or use, Party A’s trade
secrets; the obligation of not 


 


2

















 


disseminating or spreading
news or reports adverse to Party A; the obligation of not inducing or
permitting the inducement of, directly or indirectly, the employees and
customers of Party A to leave Party A. Party A shall not be required to provide
compensation to Party B for his performance of the obligations set out in this Article 8.


 


Article 9 For the
purpose herein, the term “in competition with” means being in competition with
the businesses as conducted by Party A and its affiliates at the time of
termination of service of the relevant employee;  “an entity in competition” includes an entity
in direct competition with Party A and its affiliates, and an entity under
direct or indirect participation or control of, or under common control with, such
entity.


 


Article 10   Party A shall pay, on the basis of the
non-competition period, non-competition compensation to Party B, calculated as
from the date of termination of service of Party B.


 


Article 11  Breach of Contract Liabilities


 


If Party B fails to fulfill
his obligations under relevant non-competition restriction provisions hereof, Party
B shall assume breach of contract liabilities by paying, on a lump sum basis,
liquidated damages in the amount of RMB Fifty Thousand (RMB 50,000).  If such liquidated damages are not sufficient
to cover the economic losses of Party A, Party B shall provide additional
indemnification. Party B shall return to Party A all of the gains derived from
his breach.


 


Article 12   Any dispute arising out of the performance
of this Agreement shall first be resolved by the two parties through
consultations, failing which, it may be brought by any party before the
competent People’s Court in Tianjin for adjudication.


 


Article 13  Any amendment to this agreement shall be
effected in writing.


 


Article 14  This agreement shall become effective as from
the date it has been executed and sealed by both parties.


 


Article 15   This agreement shall be made in two copies.
Party A and Party B shall each hold one copy.


 


Party
A:  Tianjin New Highland Science
Development Co., Ltd.


 


	
   

  	
  [Company Seal]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Party B: Xin Guoqiang
  (signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/Guoqiang Xin

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date of Execution:
  July 24, 2006

  	
   

  	
  Place of Execution:
  Dagang, Tianjin

  



 


3