exv10w8






Exhibit 10.8




CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT,

NONCOMPETITION AND NONSOLICITATION AGREEMENT



This CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, NONCOMPETITION AND NONSOLICITATION AGREEMENT
(“Agreement”) is made and entered into as of
[   ], [   ] (“Effective Date”), by and between Nuoxin
Energy Technology (Shanghai) Co., Ltd. (the “Company”), a wholly foreign-owned enterprise organized
and existing under the laws of People’s Republic of China (“China” or the “PRC”), and the
undersigned individual (the “Employee”). Unless the context otherwise requires, the term “Company”
in this Agreement shall also include all subsidiary, parent or related corporations of the Company.




AGREEMENT



The Employee acknowledges that the Employee’s employment by the Company creates a relationship of
confidence and trust between the Employee and the Company with respect to all Confidential
Information (as defined below) of the Company.



In consideration and as a condition of the Employee’s employment by the Company, the compensation
paid to and the benefits received by the Employee, the sufficiency of which is hereby acknowledged,
it is hereby agreed as follows:




1. Confidential Information





(a) Confidentiality. Except as herein provided, the Employee agrees that
during the term of his or her employment with the Company and thereafter, he or she (i)
shall keep Confidential Information (as defined below) in confidence and shall not directly
or indirectly, use, divulge, publish or otherwise disclose or allow to be disclosed any
aspect of Confidential Information without the Company’s prior written consent; (ii) shall
refrain from any action or conduct which might reasonably or foreseeably be expected to
compromise the confidentiality or proprietary nature of the Confidential Information; and
(iii) shall follow recommendations made by the Board of Directors, officers or supervisors
of the Company from time to time regarding Confidential Information. “Confidential
Information” includes, but is not limited to, inventions (as defined in Section 3(b) below),
trade secrets, confidential information, knowledge or data of the Company, or any of its
clients, customers, consultants, shareholders, licensees, licensors, vendors or affiliates,
that the Employee may produce, obtain or otherwise acquire or have access to during the
course of his or her employment by the Company (whether before or after the date of this
Agreement), including but not limited to: business plans, records, and affairs; customer
files and lists; special customer matters; sales practices; methods and techniques;
merchandising concepts, strategies and plans; sources of supply and vendors; special
business relationships with vendors, agents, and brokers; promotional materials and
information; financial matters; mergers; acquisitions; equipment, technologies and
processes; selective personnel matters; inventions; developments; product specifications;
procedures;
pricing information; intellectual property; know-how; technical data; software
programs; algorithms; operations and production costs; processes; designs; formulas; ideas;
plans; devices; materials; and other similar matters which are confidential. All



 









 






Confidential Information and all tangible materials containing Confidential Information are
and shall remain the sole property of the Company. The Employee agrees that the Company is
not obligated to pay any compensation for any of his/her obligations under this Section 1.




(b) Limitation. The Employee shall have no obligation under this Agreement to
maintain in confidence any information (i) that is in the public domain at the time of
disclosure, (ii) that used to be Confidential Information, but subsequently enters the
public domain other than by breach of the Employee’s obligations hereunder or by breach of
another person’s or entity’s confidentiality obligations, or (iii) that is shown by
documentary evidence to have been known by the Employee prior to disclosure to the Employee
by the Company.




(c) Former Employer Information. The Employee agrees that he or she has not
and will not, during the term of his or her employment, (i) improperly use or disclose any
proprietary information or trade secrets of any former employer or other person or entity
with which the Employee has an agreement or duty to keep in confidence information acquired
by the Employee, if any, or (ii) bring onto the premises of the Company any document or
confidential or proprietary information belonging to such employer, person or entity unless
consented to in writing by such employer, person or entity. The Employee 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.




(d) Third Party Information. The Employee recognizes that the Company may
have received, and in the future may receive, from third parties their 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
Employee agrees that the Employee owes the Company and such third parties, during the
Employee’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) Conflicting Activities. While employed by the Company, the Employee will
not work as an employee or consultant of any other organization or engage in any other
activities which conflict with the obligations to the Company, without the express prior
written approval of the Company.



2. Return of Confidential Material





In the event of the Employee’s termination of employment with Company for any reason
whatsoever, the Employee agrees promptly to surrender and deliver to Company all records,
materials, equipment, drawings, documents and data of any



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nature pertaining to any
Confidential Information or to his or her employment, and the Employee will not retain or
take with him or her any tangible materials or electronically stored data, containing or
pertaining to any Confidential Information that the Employee may produce, acquire or obtain
access to during the course of his or her employment.



3. Inventions





(a) Inventions Retained and Licensed. The Employee has attached hereto, as Exhibit
1, a list describing all inventions, discoveries, ideas, original works of authorship,
development, improvements, technical methods, know-how, and trade secrets which were made by
the Employee prior to his/her employment with the Company (collectively referred to as
“Prior Inventions”), which belong to the Employee, relate to the Company’s proposed
business, products or research and development, and are not assigned to the Company
hereunder. Or if no such list is attached, the Employee represents that there are no such
Prior Inventions. If in the course of the Employee’s employment with the Company, the
Employee incorporates into a Company product, process, or machine a Prior Invention owned by
the Employee or in which the Employee has an interest, the Company is hereby granted and
shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make,
have made, modify, use and sell such Prior Invention as part of or in connection with such
product, process, or machine.




(b) Assignment of Inventions. The Employee hereby acknowledges and agrees that
the Company shall have a complete, absolute and exclusive right, title, and interest in and
for any and all inventions, discoveries, ideas, designs, copyrightable works, original works
of authorship, developments, improvements, concepts, technical methods, know-how, trade
secrets, and other productions or items containing intellectual properties of any nature,
whether or not patentable or otherwise registrable under the laws of any countries, and
whether or not reduced to practice, made or conceived by the Employee, whether solely by the
Employee or jointly with others, (a) during the period of the Employee’s employment with the
Company, (i) that relate in any manner to the actual or demonstrably anticipated business,
work, or research and development of the Company, its affiliates or subsidiaries, or (ii)
that are developed in whole or in part on the Company’s time or using the Company’s
equipment, supplies, facilities or Confidential Information, or (iii) that result from or
are suggested by any task assigned to the Employee or any work performed by the Employee for
or on behalf of the Company, its affiliates or subsidiaries, or within the scope of the
Employee’s duties and responsibilities with the Company, its affiliates or subsidiaries, and
(b) within one (1) year after termination of the Employee’s employment with the Company that
are related to any of the Employee’s activities during the term of the Employee’s employment
with the Company (collectively referred to as “Inventions”). In the event that the Employee
has any right or title to or interest in any Inventions, the
Employee hereby assigns such right, title or interest to the Company. In the event
that the Employee cannot assign any right or title to or interest in any Inventions to the
Company, he/her hereby grants the Company an exclusive, royalty-free, assignable,
irrevocable and worldwide license (including the right to sublicense through multilayered
sublicensing) to exercise such right, title and



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interest that the Employee cannot assign to
the Company. If the Employee can neither assign nor license to the Company any right, title
or interest he/she may have to or in any Inventions, the Employee hereby irrevocably waives
his/her right to assert and agrees that he/she will never assert any claims against the
Company or any Company’s successor with respect to such right, title or interest that the
Employee can neither assign nor license to the Company. The Employee hereby waives any
moral rights to which he/she may have to the Inventions.




(c) Disclosure of Inventions and Records. The Employee agrees that in connection
with any Invention, (i) the Employee shall promptly disclose such Invention in writing to
his/her immediate supervisor at the Company (which disclosure shall be received in
confidence by the Company), with a copy to the Chief Executive Officer of the Company,
regardless of whether the Employee believes the Invention is protected by the PRC Patent
Law, the PRC Copyright Law or any other laws and regulations, in order to permit the Company
to claim rights to which it may be entitled under this Agreement; and (ii) the Employee
shall, at the Company’s request, promptly execute a written assignment of the title in
relation to any Invention to the Company, and the Employee will preserve any such Invention
as Confidential Information of the Company. The Employee agrees to keep and maintain
adequate and current written records of all Inventions and sign his/her name thereon during
the term of his/her employment with the Company. The records will be in the form of notes,
sketches, drawings, and any other format or manner, which may be specified by the Company
from time to time. The records will be available to and remain the exclusive and sole
property of the Company at all times.




(d) Patent and Copyright Registrations. The Employee agrees to assist the
Company, or its designee, at the Company’s expense, in every proper way to secure the
Company’s rights in the Inventions and any copyright, patents, mask work rights or other
intellectual property rights relating thereto in any and all countries, including the
disclosure to the Company of all pertinent information and data with respect thereto, the
execution of all applications, specifications, oaths, assignments and all other instruments
which the Company shall deem necessary in order to apply for and obtain such rights and in
order to assign and convey to the Company, its successors, assigns and nominees the sole and
exclusive rights, title and interest in and to such Inventions, and any copyrights, patents,
mask work rights or other intellectual property rights relating thereto. The Employee further
agrees that his/her obligation to execute or cause to be executed, when it is in his/her power
to do so, any such instrument or papers shall continue after the termination of this
Agreement. If the Company is pursuing any application for any PRC or foreign patents or
copyright registrations covering Inventions or original works of authorship assigned to the
Company as above, then the Employee hereby irrevocably designates and appoints the Company and
its duly authorized officers and agents as his/her agent and attorney in fact, to act for and
on the Employee’s behalf and stead to execute and file any such applications and to do
all other lawfully permitted acts to further the prosecution and issuance of letters patent
or copyright registrations thereon with the same legal force and effect as if executed by
the Employee.




(e) Reward, Remuneration and Other Rights. The Employee hereby agrees that the Company will
reward him/her for his/her Inventions in accordance with the



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policies of the Company on
rewards for employee inventions. The Employee understands that such reward and the
compensation the Company pays in accordance with his/her Employment Contract with the
Company constitute all the reward and remuneration the Employee is entitled to for the
Inventions (including but not limited to the “reward” and “reasonable remuneration” set
forth in Article 16 of the PRC Patent Law). The Employee hereby irrevocably waives any
claim against the Company for any other reward or remuneration for any Inventions,
regardless of whether the Company implements or licenses such Inventions or whether the
Company makes any profit or receives any royalty payment or license fees from such
Inventions. The Employee hereby also irrevocably waives any residual rights (including but
not limited to the right of first refusal under the PRC Contract Law) to the Inventions that
the Employee may have when the Company sells, transfers or otherwise disposes of the
Inventions.




	4.	 	Noncompetition Obligation






In consideration of the receipt by the Employee of Confidential Information and
that the work of the Employee involves commercial secrets of the Company, the Employee
agrees to perform the obligations set forth in this Clause, which obligations the
Employee recognizes are applicable to the Employee under the applicable laws and
regulations (including without limitation the Labor Contract Law of the People’s
Republic of China). The Employee agrees that during his/her employment with the
Company and for a period of two (2) years following termination of the Employee’s
employment with the Company, he/she will not engage directly or indirectly, whether as
an employee, consultant, or in any other capacity, in any other business (including the
Employee’s own business), which involves the development, management, or sale of
technologies or products that are the same as or similar to those developed, managed,
or sold by the Company or in any other business that involves any services the same as
or similar to those provided by the Company.




Following termination of the Employee’s employment and for a period of up to two (2) years
thereafter, and contingent upon the Employee’s continued compliance with the
noncompetition obligation set forth herein, the Company agrees to compensate the
Employee on a monthly basis an amount equal to twenty percent (20%) of the Employee’s
average monthly income received from the Company during the last twelve (12) months
immediately before the termination of the Employee’s employment, or such other minimum
compensation as required by then applicable laws or regulations, whichever is lowever.
The Employee hereby acknowledges that such compensation is adequate and reasonable.
The Employee further agrees that the Company shall have the option, in its sole
discretion, of either paying additional consideration for the Employee’s noncompetition
obligation or waiving such
obligation at any time so that there is no further need to pay additional consideration for
such obligation.



5. Non-solicitation Obligation





The Employee agrees that during his/her employment with the Company and for two (2)
years following termination of his/her employment for any reason, he or she will



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not
either for the Employee himself/herself or for any other person or entity (i)
directly or indirectly, or attempt to solicit, induce, recruit or encourage any of the
Company’s employees to leave their employment, or take away such employees; or (ii)
directly or indirectly solicit the business of any client or customer of the Company
(other than on behalf of the Company), or directly or indirectly induce or influence
the client or customer of the Company for them to restrict or cancel the business
relationship with the Company. The Employee hereby agrees that the Company is not
obligated to pay additional consideration for this non-solicitation obligation.



6. Remedies for Violation





The Employee hereby acknowledges that the Employee’s obligations set forth in this
Agreement are reasonable and necessary to protect the legitimate interests of the
Company. In the event that the Employee breaches this Agreement, the Employee agrees
that he/she shall compensate the Company for any damages the Company suffers as a
result of the Employee’s breach. The Employee acknowledges that any violation of this
Agreement will cause substantial and irreparable harm to the Company so that monetary
damages alone would not be an adequate remedy for such violation. Therefore, if the
Company reasonably believes that any actual or threatened breach of this Agreement has
taken place or will take place, the Company is entitled to, in addition to any other
remedies it may have, injunctive or any other equitable relief to enforce this
Agreement.



7. Effectiveness of Agreement





In the event it is determined by a court of competent jurisdiction or a duly
empanelled arbitral tribunal that any provision of this Agreement is unenforceable by
reason of its extending for too great a period of time, over too large a geographic
area, or over too great a range of activities, then such provision should be
interpreted to extend over only the maximum period of time, geographic area, or range
of activities as to which it may be enforceable.



8. Notification of New Employer





In the event that the Employee leaves the Company’s employ, the Employee hereby
agrees and promises that he/she will, and agrees that the Company can, notify the
Employee’s new employer of the Employee’s rights and obligations under this Agreement.



9. Representations





The Employee agrees to execute any proper oath or verify any proper document
required to carry out or evidence compliance with the terms of this Agreement. The
Employee represents that his or her performance of all the terms of this Agreement, and
as an employee of the Company, will not breach any agreement to keep in confidence
proprietary information acquired by the Employee in confidence or in trust prior to the
Employee’s retention by the Company. The Employee has not entered



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into, and the
Employee agrees that he or she will not enter into, any oral or written agreement in
conflict with this Agreement.



10. Dispute Resolution





Any claim, controversy or dispute arising from the execution of, or in connection
with, this Agreement shall be submitted to a competent People’s Court in the place
where the Company is formed, unless otherwise required by the applicable laws or
regulations.



11. Governing Law





This Agreement will be governed by the laws of the PRC without regard to conflicts
of laws principles thereunder.



12. Entire Agreement





This Agreement sets forth the entire agreement and understanding between the Company and the
Employee relating to the subject matter herein and merges all prior discussions and
agreements between the parties with respect that subject matter. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement, will be
effective unless in writing signed by the parties. Any subsequent change(s) in the
Employee’s duties, salary or compensation will not affect the validity or scope of this
Agreement.



13. Severability





If one or more of the provisions in this Agreement are deemed void by law, then the
remaining provisions will continue in full force and effect.



14. Successors and Assigns





This Agreement will be binding upon the Employee’s heirs, executors, administrators
and other legal representatives and will be for the benefit of the Company, its
successors, and its assigns.



15. Counterparts





This Agreement may be signed in two counterparts, each of which shall be deemed an
original and both of which shall together constitute one and the same instrument.



[Signatures page follows]







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IN WITNESS WHEREOF, the Company and the Employee have caused this Agreement to be executed on the
date first written above in two (2) originals.




Nuoxin Energy Technology (Shanghai) Co., Ltd.



Signature: Kwok Ping Sun



Name: Kwok Ping Sun



Position: General Manager



[Employee Name]



Signature:




Date:




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EXHIBIT 1




LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP



	 	 	 	 	 
	Title

	 	Date
	 	Identifying Number
	 

	 	 	 	or Brief Description





No Inventions or Improvements:



Attached Additional Pages:



Signature:



Name:



Date:





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