f8k0410ex10xiii_silverpearl.htm


    Exhibit
10.13

     

    
      


      CONFIDENTIALITY
AGREEMENT

      


      This
CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into this 1st day of May,
2007 by and between Ningbo Keyuan Plastic Co., Ltd., a PRC company located at
Qingshi Industrial Zone, the Economy & Technology Development District,
Ningbo, Zhejiang Province, 315803  ("Party A"), and the employee of
Party A as provided hereunder ("Party B").

       

      WITNESSETH

       

            WHEREAS, the parties hereto
desire to enter into this Agreement to define and set forth the confidentiality
obligations assumed by Party B.

      


      NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth below, it is hereby covenanted and
agreed by both parties as follows:

      


      Confidential
Information

      


                     
Party B will not, directly or indirectly, disclose to any third party or use any
Keyuan confidential information during or after the term of the employment.
Notwithstanding the two (2) year limitation in the “Non-Compete” section, the
“Non-Compete” and “Non-Use” obligations shall last until the underlying
confidential information becomes available to the public other than as a result
of Party B’s disclosure. Such “Non-Compete” and “Non-Use” obligations also apply
to any information acquired by Party B from any third party which assumes
confidentiality obligation to Party A. In addition, as the employee of Party A,
Party B will not use or disclose to Party A any confidential information which
belongs to Party B’s prior employer or any other third party. Party B has
submitted or will submit a copy of any agreement between Party B and any of his
prior employers or any third party which might affect the employment
relationship between Party A and Party B.

      


      Intellectual
Property

      


                      For
the purpose of this Agreement, “Confidential Information” shall mean any
invention, discovery, publication, computer program, integrated circuit design,
trademark or any other intangible assets exclusively owned by Party A and
furnished to Party B, including any such intangible assets that are developed or
designed by Party B during Party B’s personal time, or although developed by
Party B during his personal time, it is (1) related to Party A’s business or
Party A’s actual or potential research and development, or (2) developed when
Party B is working for Party A.

       

                      All
intellectual property developed by Party B related to Party A’s products during
the term of the employment or within one (1) year after Party B’s termination of
his employment in Party A shall belong to Party A.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

                      All
intellectual property developed by Party B during the term of the employment or
within one (1) year after Party B leaves Party A, which related to Keyuan
products and are developed by Party B, either individually or together with
other people, remains the property of Party A.

      


                      Party
B will keep a precise written record of all intellectual property relating to
Keyuan products which are developed by Party B individually or with other
people, and disclose to Party A of such record.

      


      Intellectual Property
Rights

      


                      Party
B will transfer all his intellectual property rights related to Keyuan products
to Party A. Party B will also prepare all related documents to protect such
intellectual property rights worldwide, sign and deliver to Party A all
documents necessary for patent application transfer, patent transfer and
copyright registration. Party A will compensate Party B for the time and expense
incurred in assisting Party B in connection with such intellectual property
issues after the termination of Party B’s services.

      


      Assets

      


                      Party
B acknowledges that all the blueprints, manuals, reports, notes, photos, client
lists, schedules, computer program and data and any other media containing
confidential information of Party A in any form are the properties of Party A
and upon the termination of Party B’s employment Party B will return all such
data and information to Party A.

      


      Non-Compete

      


                       For
a period ending two (2) years after the termination date of Party B’s
employment, Party B will not directly or indirectly engage in any business
activity in any area related to Party A’s confidential information which Party B
have engaged in during the last five (5) years of Party B’s
employment.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      Intervention of
Business

      


                       Party
B will not directly or indirectly solicit, persuade, hire or in any other way
cause any of Party A’s employees to terminate their employment with Party A.
Party B will not intervene or attempt to intervene any contractual relationship
or other relationship in which Party A is a party.

      


      Data Use and
Protection

      


                       Party
B hereby authorizes Party A to store or transfer any of Party B’s family or
personal information which is collected by Party A to other related company or
any third party service provider for the business management purpose of Party
A.

      


      


      


      Dated
this 1 day of May, 2007.

      


      


      


      


      ___________________________________________

      Party A:
Ningbo Keyuan Plastic Co., Ltd.

      


      ___________________________________________

      Party
B:  Chunfeng Tao