EX-10.4






Exhibit 10.4


English Translation




Confidentiality Agreement




Party A: Linkage Technology (Nanjing) Co., Ltd.




Party B: Column A





Based upon Party A’s Confidentiality Rules, Party B voluntarily signs this Confidentiality
Agreement after equal negotiation with Party A and when signing employment agreement with
Party A. Party B guarantees that any disclosure of Party A’s trade secret will not occur
during the period of performing the employment agreement and within a certain period after
Party B’s resignation. Both parties agree on the terms and conditions as follows:




	I.	 	Party B guarantees that when signing employment agreement with Party A, he has truly offered
his own personal technical information. The technical information includes: educational
background, work experience, expertise, personally-owned trade secret and personal technology
results, personal confidentiality obligations or non-competition obligations, etc.






	II.	 	Party B guarantees that he shall not use the confidential information of his former employers
to serve Party A when working under the current employment agreement, any knowledge used when
working for Part A shall have no relationship with his former employers, and any job or task
undertaken by him as per Party A’s instruction shall not infringe upon the trade secrets of
his former employers.






	III.	 According to Confidentiality Rules, Party A’s trade secrets include:






	 	1.	 	Business operation information, including: corporate development and planning,
marketing info, clients data, bidding info, HR info, regulating rules and system,
financial info, investment and financing info, etc.
	 
	 	2.	 	Corporate technology and intellectual property rights (“IPR”) information,
including: acquired, shared or self-developed products and technologies with intellectual
property rights; program and development documents developed or owned by the company;
research and analysis reports on major technologies as well as research trends and R&D
results; materials related to technologies, projects and quality, etc.
	 
	 	3.	 	Information on technologies and IPR from cooperation party, including: business
operation information required to be kept confidential, confidential technology documents
and research and analysis reports, etc., and other




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	 	 	 	non-disclosed data offered by the cooperation party.






	IV.	 	Party B shall take the confidentiality obligations to all or part of
the trade secrets described above according to his own position and
duties as well as Party A’s secret level classification.






	V.	 	Unless in order to perform his own duty for Party A or abide by related state rules and as
long as related trade secrets of Party A have not yet been transformed into social public
knowledge, Party B shall guarantee that without written permission from Party A, he will by no
means disclose or publicly release any trade secrets to anyone in any way during the course of
his work or after his resignation.






	VI.	 	According to Confidentiality Rules, in order to perform the confidentiality obligations
above, Party B shall follow the conditions as below during working period:






	 	1.	 	Intensify the study of confidentiality knowledge and strengthen the awareness of
confidentiality. Properly keep the confidential documents and materials held for work,
don’t leave materials on tables or take it out of the company or freely offer it to
others to copy or share.
	 
	 	2.	 	Keep away from trade secrets unrelated to one’s own job. Without permission, don’t
check on files on others’ tables, don’t look at or copy the materials unrelated to one’s
own job.
	 
	 	3.	 	Don’t enter into confidentiality areas unrelated to one’s own job.
	 
	 	4.	 	Don’t pry into business and technology measures of other departments. Without the
permission from vice-presidents in charge, don’t freely refer to or copy any confidential
materials.
	 
	 	5.	 	Don’t freely mention any information about trade secrets of the company in private
contacts and correspondences; don’t discuss or disclose any trade secrets of the company
when traveling to participate in meetings, contacting business or receiving visitors.
	 
	 	6.	 	When submitting contributions for publications, without strict scrutiny by the
leaders from the responsible departments and making sure that the trade secrets are safe,
don’t publicly release such contributions.
	 
	 	7.	 	If it is believed that trade secrets are likely to be or have already been
disclosed, all possible measures should be taken to avoid further leaks and the team or
leaders responsible for confidentiality issues should be reported to and informed timely.






	VII.	 	Technology results achieved by Party B when working
for Party A should belong to Party A, and the IPR of
this results and/or the registration rights of
software products shall also be registered in the
name of Party A. Party A shall properly reward Party
B based upon his contributions. The reward details
shall be stipulated by Party A in other project files.





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	VIII.	 	If Party B resigns, he shall return all carriers recording trade secrets
to Party A in full and shall continue to bear the confidentiality obligations
with respect to those trade secrets which have not been made public yet and are
still within the confidentiality period.
	 
	IX.	 	Both parties have explicitly agreed on such labor
remunerations as salary and bonus, etc. in the
employment agreement. Therefore, the confidentiality
obligations in this agreement are only regarded as
manifestation of Party B’s loyalty obligations and
shall not be in consideration of any extra
remuneration. Even those confidentiality obligations
Party B should remain performing after his
resignation shall not be in consideration of any
extra financial compensations.






	X.	 	During the valid period of this agreement, if Party B demands to terminate this agreement, he
should provide a Column B prior notification. This period is referred to as the
Confidentiality Unlock Period (CUP) between both parties. Party A may take such measures as
changing position and provisions in the employment agreement, etc. to unlock confidentiality
obligations borne by Party B. The provision of CUP described above doesn’t preclude Party B’s
obligation to keep in confidence of Party A’s trade secrets after his resignation.






	XI.	 	  Party B may be exempted from the confidentiality obligations if one of the following happens:






	 	1.	 	Technology secret related to the content of this Confidentiality Agreement has been
made known to the public;
	 
	 	2.	 	Technology secret related to the content of this Confidentiality Agreement has been
out-of-date and without any practicality, thus bringing no economic benefits or
competitive edges to Party A;
	 
	 	3.	 	Party B has enough evidence to show that Party A has not taken any confidentiality
measures to protect trade secrets, and those disclosures have nothing to do with Party B.






	XII.	 	If Party B is the related person described in Party A’s Confidentiality Rules and
Implementation Rules of Non-Competition, who should perform the obligations of
Non-Competition, Party B shall perform the obligations of Non-Competition in addition to the
foregoing confidentiality obligations during his service or in the wake of his resignation.






	XIII.	  Party B shall perform the obligations of Non-Competition, including but not limited to:






	 	1.	 	Party B shall not concurrently work for other enterprises of the same kind when he
works for Party A;
	 
	 	2.	 	After resignation and within the mutually-agreed period, Party B shall not work for
the rivals of Party A without Party A’s permission;




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	 	3.	 	After resignation and within the mutually-agreed period, Party B shall not directly
or indirectly set up his own enterprise of the same kind to compete with Party A and
shall not employ any staff from Party A to serve in his own interests;
	 
	 	4.	 	During his service or after resignation, Party B shall not solicit Party A’s other
staff to accept employment from Party A’s rivals;
	 
	 	5.	 	During his service or after resignation, if within the period of Non-Competition,
Party B shall not provide to Party A’s rivals with such services as consulting and
recommending.






	XIV.	 	The geographical area for Party B’s Non-Competition
is limited to within the PRC.
	 
	XV.	 	The term for performing Non-Competition obligations after Party B’s
resignation is twelve months.
	 
	XVI.	 	If Party B resigns, Party A shall compensate Party B
for his performing of Non-Competition obligations.
The amount of compensation shall be Column C
salaries. The salary shall be the average salary of
the last 12 months immediately prior to Party B’s
resignation.
	 
	XVII.	 	If Party B violates the Non-Competition obligations
of this agreement, thus resulting in infringement on
Party A’s trade secrets by his own or with other
organizations, Party B shall take responsibility for
the related breach of contract.
	 
	 	 	The amount of liquidated damages born by Party B shall be double of the total amount of
Non-Competition compensation paid by Party A.
	 
	 	 	Party B shall compensate Party A for its economic losses resulted from Party B’s breach of
Non-Competition obligations..






	XVIII.	 	Party B may be exempted from his Non-Competition obligations and related terms will be
automatically terminated if one of the following happens:






	 	1.	 	Technology secret related to the content of Non-Competition has been made known to
the public;
	 
	 	2.	 	Technology secret related to the content of Non-Competition has been out-of-date
and without any practicality, thus bringing no economic benefits or competitive edges to
Party A;
	 
	 	3.	 	Party B has enough evidence to show that Party A has not followed relevant national
policies on science and technology personnel and Party B has received obviously unfair
treatment;
	 
	 	4.	 	Party A violates the terms of Non-Competition and pays no compensations or is in arrears with the compensations without any duly reason.






	XIX.	 	   When Party B resigns, Party A may
determine in written form whether or




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	 	 	not Party B is required to continue to perform
the Non-Competition obligations after his
resignation and the term for such
performance according to his position
levels and the extent to which he knew the
trade secrets. If not determined in
written form, the term shall be subject to
section XVI in this agreement.
	 
	XX.	 	Within the term of Non-Competition, Party B shall report, in written form,
his latest situations such as workplace, position, etc. to Party A prior to the
10th day of the first month of each quarter. If such report is
inconsistent with the facts, Party A has the rights to inquire into Party B’s
liability by resorting to legal action.
	 
	XXI.	 	This agreement shall take effect as of the
date of signing by both parties. This
agreement is an annex to the employment
agreement and has the same legal effect
with the employment agreement.





Party A:. /Seal/: Linkage Technology (Nanjing) Co., Ltd.




Party B: /s/ Column A




Date: Column D




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	 	 	Column A	 	Column B	 	Column C	 	Column D	 	Additional Clauses
	1

2

3

	 	Libin Sun

Guoxiang Liu

Kirk Yang
	 	90-day

90-day

30-day
	 	four-month

four-month

three-month
	 	June 22, 2009

June 22, 2009

July 29, 2009

	 	1) If Party B
violates the
confidentiality
obligations under
this agreement and
infringes upon
Party A’s trade
secrets by his own
or with other
organizations, thus
resulting in
economic losses to
Party A, Party B
shall be liable for
related
compensation of
infringement.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	2) After Party B’s
resignation, Party
A shall pay the
economic
compensation to
Party B per month
for his performing
of Non-Competition
obligations.
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Xiwei Huang
	 	90-day
	 	four-month
	 	July 1, 2007
	 	1) If Party B
violates the
confidentiality
obligations under
this agreement,
thus resulting in
infringement on
Party A’s trade
secrets by his own
or with other
organizations,
Party B shall take
responsibility for
the related breach
of contract.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	The amount of
liquidated damages
born by Party B
shall be limited to
up to the licensed
use scope of Party
A’s trade secrets.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Party B shall
compensate Party A
for its economic
losses resulted
from Party B’s
infringement on the
trade secrets.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	2) The
compensations for
Non-Competition
shall be paid in
installments. Party
A shall pay such
compensations for
each quarter during
the term of
Non-Competition on
the salary day of
the first month of
such quarter.







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