Confidentiality
and Non-competition Agreement





Party
A: Dalian RINO Environmental Technology Equipment CO.,
Ltd.




Registered
address:




Legal
Representative:





Party
B : 【】




Address:




ID
Number:





Party A
and Party B mutually recognize that Party B may have access to or become aware
of the Trade Secrets (as defined below) of Party A during the employment of
Party B, and that the Trade Secrets of Party A have significant effect on Party
A’s competitive advantages in the market.  Party B acknowledges that, if
the Trade Secrets of Party A are not effectively protected, the production and
operations of Party A may be threatened, and Party A may even sustain
irrecoverable losses.




In
consideration of the foregoing, Party A and Party B hereby enter into this
Confidentiality and Non-competition Agreement (hereinafter referred to as this
“Agreement”) in
accordance with the current applicable laws and regulations of the People’s
Republic of China (the “PRC”) with respect to the
confidentiality maintenance of the Trade Secrets of Party A by Party B and
prohibition of business strife during the period when Party B is employed by
Party A and after Party B’s Separation from Party A.





1.
            General principles and
      definitions




In order
to protect the legal rights and interests of both Parties, the following
principles shall apply to this Agreement: this Agreement should prevent any
unfair competition activities against Party A as well as ensure that the right
of labor to which Party B is entitled by law should be realized.




1




The
“Service Term” referred to in this Agreement shall mean the period from the time
when Party B commences to receive salary from Party A to the time of termination
(or extinguishment) of the labor relation between Party A and Party
B.





A
“Separation” referred to in this Agreement shall mean that either Party
expressly indicates the intention to dissolve or terminate the employment
relation and put such intention into action, and shall comprise of all regular
separations, such as resignation, dismissal, or dissolution or termination of
the labor (contract) relation, and all irregular separations.





The
“Trade Secrets” referred to in this Agreement shall include but not be limited
to:





the
      technical information and operational information which are unknown to the
      public, may generate economic benefits for Party A, with practicability,
      and are subject to Party A’s confidentiality
  measures;





the
      items for which Party A has organized R&D or which are otherwise
      obtained by Party A, and which may have specific complete technical
      contents, or may constitute a technical resolution for a product or
      technology and improvements thereof, or may be part of the technical
      elements of a certain product or technology;
and





the
      entirety or part of the elements of Party A’s project management,
      technical management, archive management, quality management methods,
      pricing methods, development plans, investment plans, operation rules,
      commercial network, client name-lists, goods supply information,
      advertising planning, management experience, financial status, price
      lists, human resource planning, and other
  information.




2




A
“Competing Unit” referred to in this Agreement shall mean any individual,
company, enterprise, partnership, department, association, institutional unit,
social entity or other organization which engages in the same kind of business
as Party A (including similar business), or provides the same kind of services
as Party A, or constitutes an actual or potential competition against the
business of Party A within the territorial scope of the PRC.  These
competing units include but are not limited to the following:





An
      enterprise which is in the same industry as Party
  A;





An
      enterprise or organization of any other type (or in any other industry)
      which engages in any business identical or similar to the main services
      performed by Party B for Party A;





A
      company, enterprise, or other organization which provides professional
      consultation or advisory services to the enterprise or organization
      referred to in the preceding
paragraphs.





The
“Non-competition Obligations” referred to in this Agreement shall mean the
obligations set forth in Article 3 of this Agreement.





The
“Non-competition Period” referred to in this Agreement shall mean the Service
Term plus five (5) years after the Separation.





2.
            Confidentiality
      Clause




Party B
agrees not to divulge, disclose, provide or disseminate, in any manner to any
person or entity at any time, the Trade Secrets defined in Article 1 of this
Agreement or the trade secrets or confidential information which may affect the
business of Party A or matters relating to the business of Party A, unless with
Party A’s prior express consent in writing.




3


Upon
Party B’s Separation, Party B shall unconditionally deliver to Party A all
business related carriers which are possessed or controlled by Party B,
including but not limited to equipment, CDs, magnetic disks, magnetic tapes,
notebooks, memoranda, reports, archives, samples, books, correspondence, lists,
and other written and graphic records.





Party B
undertakes not to disclose the Trade Secrets of Party A under this Agreement to
the subsequent employer(s) of Party B.





Unless
with Party A’s prior authorization and consent in writing, all the inventions
made by Party B in connection with his/her own job, either separately or jointly
with others, during his/her Service Term, shall be owned by Party
A.





Party B
shall have the obligation to disclose to Party A all the intellectual property
rights applied or obtained by Party B during the Service Term of Party B and
within one (1) year after Party B’s Separation.





Party B
undertakes that Party A shall be the beneficial owner of any and all
intellectual property rights owned and/or expected to be owned by Party B, which
are necessary to the operation of Party A or any business of Party A, within the
effective legal period of such intellectual property rights. For the above
purpose, if Party A needs to enter into a license agreement so as to use the
intellectual property right, Party A shall be entitled to a free usage for such
license.





3.
            Non-competition
      clause





Party B
undertakes not to engage in, for his/her own or on behalf of others, or
participate in the operation of, any business which is competing with Party A
directly or indirectly, during his/her Service Term without Party A’s prior
written consent.




4




During
Party B’s Service Term, without Party A’s prior written consent, Party B
undertakes that: it will not pursue a second occupation; it will not accept or
acquire any position (including but not limited to a position of partner,
director, supervisor, shareholder, manager, staff member, agent, consultant,
etc) in any Competing Unit or any other economic organization or social
entity having direct economic relation with Party A; it will not provide to such
Competing Units with any advisory services (regardless whether with or without
compensation) or any other assistance (such as engaging in any business the
scope of which is identical or similar to the business which Party A is
currently undertaking or Party A may decide to develop from time to time); it
will not make use of his/her position at Party A in order to obtain benefits by
any improper means; it will not seek private interests for himself/herself by
utilizing his/her position and authority in Party A.





Upon
Separation from Party A due to any reason, without the prior written consent of
Party A, Party B shall not hold any position in any Competing Unit within five
(5) years from the Separation date.





Upon
Separation from Party A due to any reason, without the prior written consent of
Party A, Party B will not establish and manage, either directly or indirectly,
any enterprise which is in competition with Party A, within five (5) years from
the Separation date, including but not limited to the establishment or
management of:





an
      enterprise which is in the same industry as Party
  A;





an
      enterprise or organization of any other type (or in any other industry)
      which engages in any business identical or similar to the main services
      performed by Party B for Party A;
or





an
      enterprise, or other organization which provides professional consultation
      or advisory services to the enterprise or organization referred to in the
      preceding paragraphs.





At the
time when Party B delivers a resignation notice to Party A or Party A delivers a
dismissal notice to Party B, namely, upon termination or dissolution of the
labor contract, Party B shall have the obligation to notify Party A in writing
of his/her true subsequent destination. During the Non-competition Period, Party
B shall have the obligation to notify Party A in writing of his/her each new
employer unit, position, and the business nature of the new employer unit. The
time limit for notice shall be one week from the date of commencement of Party
B’s employment at the new unit.




5


Party B
agrees that, during the Non-competition Period, Party B warrants not to
instigate, entice, encourage, solicit, or otherwise attempt to affect, directly
or indirectly, any other staff member of Party A for the purpose of leaving
Party A and serving Party B or any other individual or entity; Party B warrants
not to solicit Party A’s clients or pervious clients for seizing their business
and gaining direct or indirect benefits, with the exception of Party B’s
activities for performance of his/her duties during the Service Term at Party
A.





4.
            Liabilities for breach
      ofAgreement





If Party
A sustains any loss due to Party B’s breach of this Agreement, Party B shall be
fully liable for compensation of the full loss.  If it is difficult to
calculate the amount of such loss, the amount of compensation shall be no less
than 50% of the aggregate of Party B’s salary already paid by Party A and other
expenses during the Service Term.  The payment of the default penalty shall
not be intended as a dissolution or termination of Party B’s relevant
confidentiality and non-competition obligations referred to above.





During
the Service Term, Party A may directly deduct the full or part of the amount
from the salary, remuneration, bonus, various compensation fees, and other
income due and payable to Party B in order to recover Party A’s losses.
 The damages borne by Party B to Party A shall include but not be limited
to the losses, direct and/or indirect, tangible and/or intangible, property
and/or non-property related, sustained by Party A due to Party B’s breach of
this Agreement, as well as the reasonable expenses incurred by Party A for
investigation into Party B’s breaching activities.




6





5.
            Termination of
      Non-competition Obligation




Both
Parties agree that Party B’s non-competition obligation shall automatically
terminate upon the occurrence of any of the following
circumstances:




The
Non-competition Period for Party B stipulated in this Agreement
expires;





Party A’s
status of a legal person is terminated and there is no unit or individual that
will assume its rights and obligations.





6.
            Severability





The
invalidity of any provision of this Agreement shall not affect the validity,
legitimacy and enforceability of other provisions, and said invalid provision
shall be replaced by another valid, legal, and enforceable provision which
reflects the original intent of the Parties to the greatest extent.





7.
            Notice





Notices
may be delivered in person, or by courier (including commercial express
delivery), registered mail, or public announcement.





Notices
shall be delivered to the following addresses, unless modified by way of a prior
written notice:




If to
Party A:




Address:




Postal
Code:




Attention:




Telephone
No.:




Facsimile
No.:




7




If to
Party B:




Address:




Postal
Code:




Attention:




Telephone
No:




Facsimile
No:





Notices
or correspondence shall be deemed effectively given





upon
      the date on which the receiving party signs to acknowledge the receipt if
      delivered by courier (including commercial express delivery);
      or





seven
      (7) days after the date of issuance of the postal receipt by the post
      office if delivered by registered
mail.





8.
            Modification;
      waiver





This
Agreement may only be amended or modified with the mutual consent of both
Parties evidenced by a written document signed by them.





The
consent, waiver, or change rendered by either party to this Agreement with
respect to a certain event shall only be applicable to that event, and shall not
be presumed as the approach of that party to any event of the same kind which
may occur in the future, unless otherwise expressly indicated in
writing.





Failure
or delay to exercise any right under or related to this Agreement by either
Party shall not be deemed as a waiver of such right.




8




9.
            Settlement of
      disputes




The laws
and regulations of the People’s Republic of China shall govern and be binding on
the establishment, validity, interpretation and execution of this
Agreement.  If any dispute arising from or in connection with the
performance or interpretation of this Agreement fails to be resolved through
friendly negotiations by the Parties, such dispute shall be submitted to China
International Economic and Trade Arbitration Commission in Beijing (hereinafter
referred to as “CIETAC”)
for arbitration in accordance with the arbitration rules and procedures of
CIETAC in effect at the time of the arbitration.  The arbitration
award shall be final and binding upon the Parties.  Unless otherwise
provided in the arbitration award, the arbitration fee shall be borne by the
losing Party.





10.
            Miscellaneous





Each
Party acknowledges that it has carefully reviewed and fully understands the
contents of all the provisions of this Agreement and the legal implication of
these contents.  This Agreement shall become effective upon signature /
seal of Party A’s authorized representative and Party B.





This
Agreement shall have 【】 counterparts,
each of which shall be held by each party respectively, and all of which shall
have equal legal force.




(REMAINDER OF PAGE
INTENTIALLY LEFT BLANK)




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(SIGNING
PAGE ONLY)




Party
A: Dalian RINO Environmental Technology Equipment CO., Ltd.


(stamp)





Signature
of Authorized Representative:




Party
B: 【】




Signature:


10