exv10w13






Exhibit 10.13




FORM OF SERVICE CONTRACT FOR

[EMPLOYEE NAME] AND REDGATE MEDIA INC




DATED THIS                                          DAY OF                             
             2003



Between



REDGATE MEDIA INC

(the “Company”)



And



[EMPLOYEE NAME]



(the “Executive”)



 





SERVICE CONTRACT



 











 



 

THIS AGREEMENT is made on                      day of                                          2003.




BETWEEN:



Redgate Media INC, a company incorporated in the Cayman Islands and having its registered office
at Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands,
British West Indies (the “Company”);




AND



[EMPLOYEE NAME] (Holder of [NATIONALITY] Passport Number

                    ) (the “EXECUTIVE”).




IT IS HEREBY AGREED AS FOLLOWS :-





	1.	 	INTERPRETATION
	 
	1.1	 	In this Agreement, unless the context otherwise requires, the following expressions shall
have the following meanings:
	 
	 	 	“Board” means the Board of Directors of the Company and includes any committee of
the Board duly appointed by it;
	 
	 	 	“Commencement Date” means 1st June, 2003;
	 
	 	 	“Confidential Information” means such information which is proprietary and
confidential to any Group Company including (but not limited to) any of the trade secrets
or confidential operations, processes or inventions carried on or used by any Group
Company; dealings of any Group Company; secret or confidential information which relates to
the business or affairs of any Group Company or any of its clients’ or customers’
transactions or affairs; any Group Company’s technology, designs, documentation or manuals;
the terms and conditions of this Agreement; budgets, financial information, accounts,
financial statements, customer lists, marketing studies, drawings, notes, memoranda and the
information contained therein;
	 
	 	 	“Group” or “Group Companies” means the Company, and its associated
corporations;
	 
	 	 	“Territory” means People’s Republic of China and other areas as the Company shall
determine but shall not include the Hong Kong Special Administrative region of the People’s
Republic of China;
	 
	 	 	“US$” means the lawful currency of the United States of America.
	 
	1.2	 	The clause headings do not form part of this Agreement and shall not be taken into account in
its construction or interpretation.










 



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	1.3	 	Unless the context otherwise requires words importing one gender include all other genders
and words importing the singular include the plural and vice versa.
	 
	2.	 	APPOINTMENT AND DURATION
	 
	2.1	 	The Company hereby appoints the EXECUTIVE and the EXECUTIVE agrees to serve the Company as a
Director in the Territory.
	 
	2.2	 	This Agreement shall commence or be deemed to have commenced on the Commencement Date and
shall continue until terminated in accordance with this Agreement.
	 
	3.	 	DUTIES OF THE EMPLOYEE
	 
	3.1	 	Subject to such instructions and directions as may from time to time be given to him by the
Board, the EXECUTIVE shall, in the performance of such duties as may be determined by the
Company from time to time (his “Duties”), use all proper means within his power to improve,
develop, extend, maintain, advise and promote the Company’s business and to protect and
further the reputation, interests and success of the Company.
	 
	3.2	 	During his employment the EXECUTIVE shall:






	 	3.2.1	 	undertake his Duties and exercise such powers in relation to the Company and
its business as the Board shall, from time to time, assign to or vest in him;
	 
	 	3.2.2	 	in the discharge of his Duties and in the exercise of such powers observe
and comply with all lawful and reasonable resolutions, regulations and directions from
time to time made or given by the Company or the Board;
	 
	 	3.2.3	 	devote so much of his time, attention and ability as is appropriate to the
diligent discharge of his Duties (including if necessary, working overtime) and as
shall be in accordance with the policies of the Company; and
	 
	 	3.2.4	 	in pursuance of his Duties, perform such services for the Group Companies
and accept such offices in the Group Companies as the Board may from time to time
lawfully and reasonably require without payment of additional remuneration.






	3.3	 	The EXECUTIVE shall be required to travel overseas from time to time in the course of his
employment as shall be laid down by the Board from time to time.










 



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	4.	 	SECONDMENT
	 
	 	 	The Company may second the EXECUTIVE to any other Group Company without the same severing
the Executive’s employment herein.
	 
	5.	 	REMUNERATION
	 
	5.1	 	The Company shall pay to the EXECUTIVE a basic salary (which shall accrue from day to day) at
the rate of US$[SALARY] per annum payable in twelve equal monthly instalments in arrears on
the last day of every month;
	 
	5.2	 	The payments in Clause 5.1 above shall be transferred to the EXECUTIVE’s designated bank
account(s); and
	 
	5.3	 	For the avoidance of doubt, the EXECUTIVE shall not receive any payment (other than the
payments due to the EXECUTIVE under Clause 5.1 above) for work done on an overtime basis.
	 
	6.	 	OTHER BENEFITS
	 
	6.1	 	During the term of the EXECUTIVE’s employment herein the Company shall, at its own expense,
provide the EXECUTIVE with all such benefits generally accorded by the Company to employees
holding a similar position and as may be determined by the Board from time to time.
	 
	6.2	 	The benefits mentioned in the foregoing clause 6.1 shall include inter alia a life assurance
procured at the Company’s expense which in the event of the EXECUTIVE’s death while employed
under this Agreement shall pay to the EXECUTIVE’s nominated beneficiary(ies) a sum amounting
to not less than US$[AMOUNT].
	 
	7.	 	EXPENSES
	 
	 	 	The Company shall reimburse the EXECUTIVE with all travelling, hotel, entertainment and
other expenses reasonably and properly incurred by him in the reasonable and proper
performance of his duties, such reimbursement to be in accordance with the policies of the
Company or as may be determined by the Board from time to time and in any event to be
subject to production by the EXECUTIVE of proper receipts in respect of the same.
	 
	8.	 	LEAVE
	 
	 	 	The EXECUTIVE shall be entitled to:






	 	8.1	 	10 working days paid leave per year;
	 
	 	8.2	 	14 working days paid medical leave; and










 



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	 	8.3	 	such other leave as the EXECUTIVE may be entitled to in accordance with the
policies of the Company or as may be determined by the Board from time to time.






	 	 	Any and all leave shall be subject to such policies of the Company in relation to such
leave.
	 
	9.	 	[INTENTIONALLY LEFT BLANK]
	 
	10.	 	CONFLICT OF INTERESTS
	 
	10.1	 	The EXECUTIVE shall NOT during his employment (except as a representative or nominee of any
Group Company or otherwise with the prior approval to the Board) be directly or indirectly
engaged, concerned or interested in any other business which:-






	 	10.1.1	 	is in competition with any business carried on by any Group Company by itself or
themselves or in partnership, common ownership, or as a joint venture with any third
party in the Territory; or
	 
	 	10.1.2	 	(as regards any goods or services) is a supplier to or customer of any Group
Company.






	10.2	 	The parties agree that all dealings between any Group Company and any business in which the
EXECUTIVE is interested in will be transacted at arms length, unless otherwise agreed in
accordance with the Company’s internal approval procedures in force from time to time.
	 
	11.	 	CONFIDENTIALITY AND NON-DISCLOSURE
	 
	11.1	 	The EXECUTIVE shall not (except as authorised or required by his duties) reveal to any
person, firm or company any Confidential Information which may have come to his knowledge
during his employment or otherwise and shall keep with complete secrecy all Confidential
Information entrusted to him and shall not use or attempt to use any such information in any
manner which may or may be likely to injure or cause loss either directly or indirectly to any
Group Company or any of its businesses. This restriction shall continue to apply after the
expiry or termination of this Agreement without limit in point of time, but shall cease to
apply to information or knowledge which comes into the public domain otherwise than through
the default of the EXECUTIVE.
	 
	11.2	 	The EXECUTIVE shall not during the continuance of this Agreement make, otherwise than for the
benefit of any Group Company, any notes or memoranda relating to any matter within the scope
of the business of any Group Company or concerning any Confidential Information or any of its
dealings or affairs; nor shall the EXECUTIVE, either during the continuance of this Agreement
or afterwards, use or permit to be used any such notes or memoranda otherwise than for the
benefit of any Group Company, it being the intention of the parties hereto that all such notes
or memoranda made by the
EXECUTIVE and Confidential Information shall be the property of such Group Company, and










 



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	 	 	upon the termination of the EXECUTIVE’s employment the EXECUTIVE shall return the said
notes, memoranda and Confidential Information or provide evidence of its destruction to the
satisfaction of any Group Company as may require it.






	12.	 	INTELLECTUAL PROPERTY RIGHTS
	 
	12.1	 	Any discovery, invention, secret process or improvement in procedure made or discovered by
the EXECUTIVE while in the service of the Company in connection with, or in any way affecting
or relating to the business of, any Group Company or capable of being used or adapted for use
therein or in connection therewith shall forthwith be disclosed to the Company and shall
belong to and be the absolute property of the Company or such Group Company as the Company may
nominate for the purpose.
	 
	12.2	 	The EXECUTIVE if and whenever required so to do (whether during or after the termination of
his employment) shall, at the expense of the Company or its nominee, apply or join in applying
for the grant of a patent or other similar protection in the United States or any other part
of the world for any such discovery, invention, process or improvement as aforesaid and
execute all instruments and do all things necessary for vesting the said patent or other
similar protection when obtained and all rights and title to and interests in the same in the
Company and/or its nominee absolutely and as sole beneficial owner or in such other person as
the Company may require.
	 
	13.	 	NON-COMPETITION
	 
	13.1	 	The EXECUTIVE hereby agrees with the Company that he shall not during his employment under
the terms of this Agreement and for a period of six months thereafter within the Territory,
directly or indirectly, except as a representative or nominee of any Group Company (whilst he
is an employee of the Company) or otherwise with the Company’s prior written consent:






	 	13.1.1	 	either on his own account or for any other person directly or indirectly solicit
interfere with or endeavour to entice away from any Group Company any person who to
his knowledge is now or has been a client customer or employee of or in the habit of
dealing with any Group Company; and
	 
	 	13.1.2	 	either alone or jointly with or as a manager, agent, director or employee of any
person, firm or company directly or indirectly carry on or be engaged or concerned or
interested in the business undertaken and engaged by any Group Company, or in any
business in competition with such business.






	13.2	 	The EXECUTIVE further agrees with the Company (without prejudice to the rights of any Group
Company under the general law) that he shall not during his employment and after he ceases to
be an employee of the Company
(without any limit in point of time) within the Territory, directly or indirectly, except
as a 










 



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	 	 	representative or nominee of any Group Company (whilst he is an employee of the
Company) or otherwise with the Company’s prior written consent:






	 	13.2.1	 	use the names “Redgate Media” or any colourable imitation thereof in connection with
any business; and
	 
	 	13.2.2	 	use any trade mark, patent or any other intellectual property right of any Group
Company in connection with any business not belonging to any Group Company.






	13.3	 	The restrictions contained in Clauses 13.1 and 13.2 shall not extend to activities undertaken
by the EXECUTIVE for any Group Company or Redgate company. While the restrictions contained
in Clauses 13.1 and 13.2 above are considered by the parties to be reasonable in all the
circumstances it is recognised that restrictions of the nature in question may fail for
technical reasons and, accordingly, it is hereby agreed and declared that if any one or more
of such restrictions shall (either by itself or themselves or taken with others) be adjudged
to be invalid as exceeding what is reasonable in all the circumstances for the protection of
the interests of any Group Company; but would be valid if any particular restrictions were
deleted or if part or parts of the wording thereof were deleted or restricted or limited in a
particular manner, or if the period or area thereof were reduced or curtailed; then the said
restrictions shall apply with such deletion, restriction, limitation, reduction, curtailment
or modification as may be necessary to make the restriction valid and effective.
	 
	13.3	 	Since the EXECUTIVE may also obtain in the course of his employment, by reason of services
rendered for any Group Company, knowledge of the Confidential Information of such Group
Company the EXECUTIVE hereby agrees that he shall, at the request and cost of the Company,
enter into a direct agreement or undertaking with such Group Company whereby he shall accept
restrictions corresponding to the restrictions herein contained (or such of them as may be
appropriate in the circumstances) in relation to such business and such area and for such
period as such Group Company may require for the protection of its legitimate interests.
	 
	14.	 	TERMINATION
	 
	14.1	 	Notwithstanding any other provision in this Agreement, the EXECUTIVE’s employment may be
terminated:






	 	14.1.1	 	by the Company by giving [3]/[12]/[18] months’ notice in writing to the EXECUTIVE of
the termination of his employment, or by making to the EXECUTIVE a payment in lieu of
such notice; and
	 
	 	14.1.2	 	subject to the condition that the EXECUTIVE is not in breach of any of the
provisions of this Agreement, by the EXECUTIVE if he resigns, by giving 3 months’
notice in writing to the Company,






	 	 	and upon such termination, the EXECUTIVE shall not be entitled to claim any compensation or
damages for or in respect of or by reason solely of such 










 



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	 	 	termination, other than any
compensation, damages or payment of any nature already accrued to the EXECUTIVE prior to
such termination or arising from such termination in accordance with the agreed terms
between the Company and the EXECUTIVE.
	 
	14.2	 	The Company shall have the right to terminate the EXECUTIVE’s employment immediately without
notice or payment in lieu of notice if the EXECUTIVE:






	 	14.2.1	 	becomes prohibited by law from being or ceases to be an employee of any Group
Company for any reason whatsoever;
	 
	 	14.2.2	 	is or may be suffering from a mental disorder;
	 
	 	14.2.3	 	is convicted of any criminal offence (other than offences under any road traffic
legislation) and/or sentenced to any term of immediate or suspended imprisonment save
for those offences which, in the reasonable opinion of the Company, do not bring any
disrepute or discredit to the Company;
	 
	 	14.2.4	 	by reason of ill health or injury caused by his own default becomes unable to
perform any of his duties under this Agreement for a period of 120 days or more;
	 
	 	14.2.5	 	commits any act of criminal breach of trust or dishonesty;
	 
	 	14.2.6	 	is guilty of any misconduct whether or not in the performance of his duties or
commits any act which, in the reasonable opinion of the Company, is likely to bring
the Company or any of its officers or employees into disrepute;
	 
	 	14.2.7	 	becomes bankrupt or makes any arrangement or composition with his creditors
generally; or
	 
	 	14.2.8	 	commits any act that is reported in the general or trade press or otherwise achieves
general notoriety which involves conduct that is likely to be regarded as illegal,
immoral or scandalous and which, in the reasonable opinion of the Board, is likely to
discredit the EXECUTIVE to a degree which materially reduces the value of his services
to the Company or may discredit the Company through association with the EXECUTIVE;






	 	 	and upon such termination the EXECUTIVE shall not be entitled to claim any compensation or
damages for or in respect of or by reason of such termination.
	 
	14.3	 	Upon the termination of his employment for whatever reason the EXECUTIVE shall:






	 	14.3.1	 	repay to the Company any outstanding loan made by the Company to the EXECUTIVE;










 



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	 	14.3.2	 	deliver up to the Company, together with the keys, any car or other vehicle
belonging to any Group Company and which is in the possession or control of the
EXECUTIVE; and
	 
	 	14.3.3	 	deliver up to the Company the keys to, and hand over vacant possession of, any
dwelling or other place rented or owned by any Group Company and which has been made
available for the EXECUTIVE’s use.






	15.	 	CONTINUING EFFECT
	 
	 	 	The expiration or termination of this Agreement howsoever arising shall not operate to
affect this clause or such other of the provisions hereof as are expressed to operate or
have effect thereafter and shall be without prejudice to any other accrued rights or
remedies of the parties.
	 
	16.	 	NO PARTNERSHIP
	 
	 	 	Nothing in this Agreement shall constitute a partnership between the parties.
	 
	17.	 	AGREEMENT PREVAILS
	 
	 	 	This Agreement supersedes all previous agreements and arrangements (if any) relating to the
appointment of the EXECUTIVE by the Company and all such agreements and arrangements are
hereby terminated by mutual consent.
	 
	18.	 	NOTICES
	 
	18.1	 	Each communication under this Agreement shall be made in writing and may be made by letter,
or telefax addressed to, in the case of the Company its registered office for the time being,
and in the case of the EXECUTIVE his last known address.
	 
	18.2	 	Every communication sent to the EXECUTIVE shall be deemed to be received by the EXECUTIVE (if
sent by telefax) on the next working day or (in any other case) when left at the address
required by Clause 18.1 or 3 days after having been sent to the EXECUTIVE by ordinary post.
	 
	18.3	 	No communication to the Company shall be effective until it is actually received by the
Company.
	 
	19.	 	PARTIAL INVALIDITY
	 
	 	 	If any one or more of the provisions contained in this Agreement shall be invalid, illegal
or unenforceable in any respect under any applicable law, the
validity, legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired and this Agreement shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein.










 



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	20.	 	REMEDIES AND WAIVERS
	 
	 	 	No failure on the part of any party hereto to exercise and no delay in exercising any right
under this Agreement shall operate as a waiver thereof, nor will any single or partial
exercise of any right under this Agreement preclude any other or further exercise thereof
or of the exercise of any other right. The rights and remedies provided in this Agreement
are cumulative and not exclusive of any rights or remedies provided by law. Any waiver or
consent given by any party under this Agreement shall be in writing and may be given
subject to such conditions as such party may impose. Any waiver or consent shall be
effective only in the instance and for the purpose for which it is given.
	 
	21.	 	GOVERNING LAW
	 
	 	 	This Agreement shall be governed by and construed in accordance with the laws of the Cayman
Islands and each of the parties hereto submits to the non-exclusive jurisdiction of the
Cayman Islands courts.




IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed the date first
above written.




	 	 	 	 	 	 	 
	 
 


	 	 
	 	 
 

	 	 
	 
	 	 	 	 	 	 
	Name: [EMPLOYEE NAME]

	 	 
	 	Name:
	 	 
	 

	 	 	 	Designation:	 	 
	 

	 	 	 	for and on behalf of	 	 
	 

	 	 	 	Redgate Media Inc