Exhibit 10.7**DATED 5th day of February 2007****Travelzoo Inc.****and****NG, Wai Ming** **SERVICE AGREEMENT** 
 

 
**CONTENTS**       **Clause** **Subject** **Page No.** 1 Interpretation  1 2 Appointment  3 3 Duties  4 4 Remuneration and Expenses  4 5 Other Benefits  5 6 Sick Leave Entitlement and Medical Benefits  6 7 Holiday Entitlement  7 8 Retirement Fund and Pension Scheme Participation  7 9 Confidentiality  7 10 Restrictions during Employment  8 11 Termination  8 12 Restrictions after Employment  11 13 Employment with New Group Company  13 14 Indemnity  13 15 Notices  13 16 Entire Agreement  14 17 Prior Agreements  14 18 Proper Law and Forum  14 19 Process Agent  14 
 

 
**THIS AGREEMENT**is dated the 5th day of February 2007**BETWEEN:**(1) **Travelzoo Inc.**, a company incorporated in the State of Delaware in the United States ofAmerica whose principal business office is situated at 590 Madison Avenue, 21stFloor, New York, New York 10022 (the **“Company”**); and (2) **NG, Wai Ming**, holder of Hong Kong Identity Card No. (the “**Executive”**).**RECITAL:**The Company has agreed to employ the Executive and the Executive has agreed to serve the Company asan employee of the Company on the terms and conditions set out below.**NOW IT IS AGREED as follows:**1. **INTERPRETATION** 1.1 In this Agreement, unless the context otherwise requires, the following expressions shallbear the following meanings:       **“this Agreement”** this Agreement as may from time to time be amended, modified orsupplemented pursuant to Clause 16;       “**Appointment**” the employment of the Executive pursuant to this Agreement;       **“Board”** the Board of Directors of the Company from time to time;       **“Business”** the business presently carried on by the Company, including but not limited tothe publishing of travel offers through the Travelzoo Web sites, the Top 20 newsletter,and the Newsflash e-mail alert service;       **“Commencement Date”** 1st March February 2007;       **“Companies Ordinance”** the Companies Ordinance, Chapter 32, Laws of Hong Kong;       “**Confidential Information**” any information of, developed, used or applied or which may bedeveloped, used or applied by the Company or any Group Company in relation to theBusiness, or which the Company or any Group Company has obtained from any third partyon terms that restrict its disclosure or use, other
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         confidential technical information, any of the tradesecrets, clients’ lists, accounts, financial ortrading information or other confidential orpersonal information which the Executive may receiveor obtain in relation to the business, finances,dealings or affairs of the Company or any GroupCompany, including any information regarding theproducts, services, research programme, projects orother technical data, know-how or specifications,whether in human or machine readable form, andwhether stored electronically or otherwise, or thefinances, proposals, contractual arrangements,principals, joint venture partners, contractingparties, employees or agents of the Company or anyGroup Company;       “**Documents**” documents, disks, memory, notebooks, tapes or any other medium on whichinformation (whether confidential or otherwise) may from time to time be referred to,written or recorded;       **“Employment Ordinance”** the Employment Ordinance, Chapter 57, Laws of Hong Kong;       **“Group”** the Company and any company which is for the time being a subsidiary or holdingcompany of the Company and the terms ‘subsidiary” and “holding company’ shall have themeanings ascribed thereto by section 2 of the Companies Ordinance;       “**Group Company**” any company within the Group;       “**Guaranteed Bonus**” the guaranteed bonus payable to the Executive pursuant to Clause 5.1.1;       **“HK$”** Hong Kong dollars, the lawful currency of Hong Kong;       **“Hong Kong”** the Hong Kong Special Administrative Region of the PRC;       **“month”** calendar month;       “**Performance Bonus**” the quarterly performance based bonus to which the Executive may beentitled pursuant to Clause 5.1.2;       “**PRC**” the People’s Republic of China and for the purpose of this Agreement,excluding Hong Kong, Macau Special Administrative Region and Taiwan;
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       “**Prohibited Area**” Australia, Hong Kong, India, Japan, the PRC, South Korea and Taiwan;       “**Relevant Territory**” China, Hong Kong, Taiwan, South Korea;       “**Restricted Period**” the period of 12 months from the Termination Date;       “**Salary**” the salary payable to the Executive pursuant to Clause 4.1;       **“Term”** the period from the Commencement Date until the Termination Date;       “**Termination Date**” the date of termination of the Executive’s employment pursuant to Clause 11;       “**U.S.**” United States of America; and       **“Working Days”** Monday to Friday except where such day falls on a statutory holiday.1.2 In this Agreement: 1.2.1 References to Clauses and Sub-Clauses are respectively to clauses andsub-clauses in this Agreement;  1.2.2 reference to any Ordinance, regulation or other statutory provision includereference to such Ordinance, regulation or provision as may be modified, consolidatedor re-enacted from time to time;  1.2.3 unless the context otherwise requires, words denoting the singular include theplural and vice versa, words denoting gender include both genders and the neuter andwords denoting a person include a corporation, sole proprietorship, firm, joint ventureor syndicate and, in each case, vice versa; and  1.2.4 the rule known as ejusdem generis shall not apply, so that words and phrasesin general terms following or followed by specific examples shall be construed in thewidest possible sense and shall not be construed as limited or related to the examplesgiven.1.3 The headings in this Agreement are for ease of reference only and do not form part of theAgreement. **2.** **APPOINTMENT** 2.1 Subject to the terms set out in this Agreement, the Company appoints the Executive and theExecutive accepts his employment as an employee of the Company with the duties described inClause 3.
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2.2 The Executive’s employment shall commence on the Commencement Date and shall continue unlessterminated by the Company pursuant to Clause 11.2 or terminated by the parties hereto pursuantto Clause 11.1. **3.** **DUTIES** 3.1 The Executive shall during the Term: 3.1.1 serve the Company in his capacity as Vice President and Managing Director,Asia, of the Company with such executive and management responsibilities and dutieswith regard to the operations of the Group in the Relevant Territory and thedevelopment and expansion of the Business as the Board may direct, including but notlimited to the following: (a) launch and develop the Travelzoo business in the RelevantTerritory in accordance with the Company’s strategy and operating budgets;  (b) assume profit and loss responsibility; and  (c) represent the Company in the Relevant Territory. 3.1.2 devote the whole of his working time, attention and abilities during normalbusiness hours and such additional hours as may reasonably be required to administerthe duties associated with his position; and  3.1.3 use his best endeavors to promote and protect the interests of the Company andshall at all times keep the Board promptly and fully informed of all matters relatingto or in connection with the performance and exercise of his duties under theAgreement.3.2 The Executive shall work in Hong Kong or any other part of the world (including but notlimited to the Relevant Territory) which the Board may require for the proper performance andexercise of his duties under this Agreement. 3.3 The normal business hours of the Company are 9:00 a.m. to 5:30 p.m., with one hour’s breakfor lunch, Monday to Friday. However, the Executive shall be required to work such hours asare necessary to fulfil his duties under this Agreement. 3.4 The Executive shall attend a one-month training programme organised by the Company in theU.S. upon commencement of the Executive’s employment with the Company. **4.** **REMUNERATION AND EXPENSES** 4.1 As remuneration for his services, the Executive shall be entitled to a salary at the rate ofHK$ 2,185,249 per calendar year (or such other rate as may from time to time be agreed inwriting). The Salary shall accrue from day to day and be payable by equal monthly installmentsin arrears on or before the last day of each month, provided that if the employment terminateson a date before the end of a month, the Salary for that month shall be in proportion to thenumber of days for which the Executive was employed that month.
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4.2 If applicable at any time and notwithstanding anything to the contrary contained in theconstitutional documents of the Company or of any other Group Company, the Salary shall beinclusive of any other fees or remuneration of any description which the Executive might beentitled to receive from the Company or any Group Company or any other company or associationin which he holds office as a nominee or representative of the Company or any Group Company(and the Executive shall, at the discretion of the Board, either waive his right to any suchremuneration or account to the Company for the same forthwith upon receipt). 4.3 The Salary shall be reviewed by the Board not less than annually, the first review being inJune 2007. 4.4 The Executive hereby authorises the Company to deduct from any remuneration accrued and dueto him under the terms of this Agreement (whether or not actually paid during the Appointment)or from any pay in lieu of notice: 4.4.1 any overpayment of salary or expenses or payment made to the Executive bymistake or through any misrepresentation;  4.4.2 any undisputed debt presently payable by the Executive to the Company or anyGroup Company; and  4.4.3 any employee’s contribution to pension fund or provident fund as adopted bythe Company from time to time, including without limitation any provident fund schemeadopted by the Company pursuant to the Mandatory Provident Fund Scheme Ordinance,Chapter 485, Laws of Hong Kong.4.5 The Company shall repay to the Executive all reasonable travelling, hotel and other expensesproperly incurred by the Executive in connection with the performance of the duties of theExecutive under this Agreement, subject to the Executive having delivered to the Companyvouchers or evidence of payment of such expenses as the Board may from time to time require. 4.6 The Executive shall be entitled to fly Business Class when the duration of the flight exceedseight hours and otherwise Economy Class whilst travelling by air on Company duty or otherwisein accordance with the travel policy determined by the Board from time to time. Where theCompany makes any credit card available to the Executive the Executive shall: 4.6.1 take good care of such card and forthwith report any loss of such card to theBoard;  4.6.2 use the card only for the purposes of the relevant Group Company’s businessand in accordance with any Company policy applicable thereto; and  4.6.3 return the card forthwith to the relevant Group Company on request and in anyevent upon the determination of his employment hereunder.**5.** **OTHER BENEFITS** 5.1 In addition to the Salary, the Executive shall be entitled to:-
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 5.1.1 a Guaranteed Bonus at a rate of HK$ 780,469 which shall be payable to theExecutive on or before the last day of each calendar year, provided that the Executiveshall not be entitled to the Guaranteed Bonus for a particular calendar year or anypart thereof if the Executive’s employment is terminated on or before the last day ofsuch calendar year; and  5.1.2 a quarterly Performance Bonus that ranges between HK$ 0 and HK$ 234,140 perquarter and that is based on the Executive’s performance as described below. Thecalculation of the Performance Bonus for the quarter will be based on the officialbudget for the Company (to be approved by the Board) for the Relevant Territory, whichwill include quarterly targets for revenues, operating income and subscribers, and aquarterly assessment of the Executive’s performance by the Group CEO of Travelzoo Inc.,which will consider the Executive’s motivation and the quality of the Company’spublications and products and advertiser base in his Relevant Territory.    The following criteria will apply in relation to the quarterly performance bonusplan:       Bonus for a particular calendarCriteria quarterRevenue goal as defined in officialbudget for Relevant Territory met? HK$58,535 Operating income goal as defined inofficial budget for RelevantTerritory met? HK$58,535 Subscriber goal as defined inofficial budget for RelevantTerritory met? HK$58,535 Performance evaluation by the GroupCEO of Travelzoo Inc. Up to HK$58,535 Total Up to HK$234,140    The calculation of the Performance Bonus will be made by the Chief Financial Officerof Travelzoo Inc.    The Performance Bonus will be paid less statutory deductions, if any, within 45 daysafter the end of the calendar quarter, provided that the Executive shall not beentitled to the Performance Bonus for a particular calendar quarter or any partthereof if the Executive’s employment is terminated by the Executive pursuant toClause 11.1 or by the Company pursuant to Clause 11.2 on or before the payment dateof the Performance Bonus for such calendar quarter. If the Executive’s employmentis terminated by the Company pursuant to Clause 11.1, the Executive shall beentitled to a pro-rata amount of the Performance Bonus for the relevant calendarquarter which shall be payable within 45 days after the end of the relevant calendarquarter.    For the first twelve months from the Commencement Date, the Company guarantees theExecutive the full Performance Bonus of HK$ 234,140 per quarter.    Any bonus payments for periods beginning after the first day of a calendar quarteror ending before the last day of a calendar quarter will be pro rata.
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**6.** **SICK LEAVE ENTITLEMENT AND MEDICAL BENEFITS** 6.1 The Executive shall be entitled to his full Salary during periods of absence due toill-health or sickness properly vouched for in accordance with the requirements of the Board,provided that the aggregate period of absence of in any 12 month period shall not exceed themaximum number of Working Days as prescribed by the Employment Ordinance (Chapter 57, Laws ofHong Kong) from time to time. 6.2 If at any time required by the Board, the Executive shall at the expense of the Companyundergo a medical examination by such doctor or doctors, as the Board shall nominate. 6.3 The Executive, his spouse and children under the age of 18 shall be covered by the Company’smedical benefits scheme or medical insurance scheme in accordance with the Company’sprevailing medical benefits arrangements. The Executive shall comply with the reasonableprocedural requirements of the Company or the underwriter of the relevant insurance policywhen submitting claims for the medical benefits or under the medical insurance. **7.** **HOLIDAY ENTITLEMENT** 7.1 The Executive shall during the Term be entitled to paid leave of absence of 25 Working Days(in addition to the usual public holidays) in each complete holiday year worked (and pro-ratafor part of each holiday year worked), which shall be taken by the Executive at such time ortimes as shall be mutually convenient to the Executive and the Company. Accrued paid leave maybe carried forward up to a maximum of 25 Working Days. 7.2 For the purposes of the Employment Ordinance, the holiday year of the Executive shall runfrom 1st January each year to 31st December of that year. **8.** **RETIREMENT FUND AND PENSION SCHEME PARTICIPATION** 8.1 The Executive shall be entitled during the Term to participate in and the Company shallprocure that the Executive be offered participation in the Company’s retirement or providentfund scheme (if any, and/or such scheme as may from time to time be supplemental thereto orfor the replacement thereof). 8.2 For the purposes of section 32 of the Employment Ordinance and Clause 4.4.3, it is agreedthat the Company may deduct from the Salary the amount of any contribution payable by theExecutive under any retirement of provident fund scheme in which the Executive may elect toparticipate. **9.** **CONFIDENTIALITY** 9.1 The Executive shall not at any time during or after the Term use, divulge or communicate toor cause or enable any third party (other than any officer of employee of the Company whoseprovince it is to know the same) to become aware of or use, take away, conceal, destroy orretain for his own or some other person’s advantage or to the detriment of the Company or theGroup any of the Confidential Information. 9.2 The Executive acknowledges that all Documents containing or referring to ConfidentialInformation at any time in his control or possession are and shall at all times remain the
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  absolute property of the Company and/or Group Company and the Executive undertakes, bothduring the Appointment and after the Termination Date: 9.2.1 to exercise due care and diligence to avoid any unauthorised publication,disclosure or use of Confidential Information and any Documents containing or referringto it;  9.2.2 at the direction of the Board, to deliver up any Confidential Information(including all copies of all Documents whether or not lawfully made or obtained) or todelete Confidential Information from any re-usable medium; and  9.2.3 to do such things and sign such documents at the expense of the Company asshall be reasonably necessary to give effect to this Clause and/or to provide evidencethat it has been complied with.9.3 The restrictions in Clauses 9.1 and 9.2: 9.3.1 will not restrict the Executive from disclosing (but only to the properrecipient) any Confidential Information which the Executive is required to disclose bylaw or any order of the court or any relevant regulatory body, provided that wherepracticable the Executive shall have given prior written notice to the Board of therequirement and of the information to be disclosed and allow the Board an opportunityto comment on the requirement before making the disclosure; and  9.3.2 will not apply to Confidential Information which is or which comes into thepublic domain otherwise than as a result of an unauthorised disclosure by theExecutive.9.4 The Executive agrees that the restrictions set out in this Clause 9 are without prejudice toany other duties of confidentiality owed to the Company and the Group, whether express orimplied and are to survive the termination of the Appointment. **10** **RESTRICTIONS DURING EMPLOYMENT** 10.1 The Executive shall not at any time during the Appointment, save with the prior writtennotification and sanction of the Board, be directly or indirectly engaged, concerned orinterested in any other company (including any consultancy or advisory work) which carries ona business of a similar nature to the Business. 10.2 The Executive shall not during the Appointment (save in a purely social capacity or with theprior written consent of the Board) make any contact, whether formal or informal, written ororal, with any of the Company’s past, current or prospective suppliers, customers or clientswith whom the Executive has had business dealings (directly or indirectly) for any purpose(including but not limited to an intention to set up a competing business or to seekemployment) other than for the legitimate business interests of the Company. 10.3 The Executive shall not during the Appointment either on his own behalf or on behalf of anyperson, firm or company: 10.3.1 solicit or endeavour to entice away from the Company an actual employee, ordiscourage from being employed by the Company any person who, to the
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   knowledge of the Executive, is an employee or a prospective employee of the Company;or  10.3.2 employ or procure another person to employ any such person.10.4 The restrictions set out in this Clause 10 are without prejudice to any other duties orobligations owed to the Company or any Group Company whether express or implied. **11.** **TERMINATION** 11.1 Without prejudice to any other rights or causes of action available, this Agreement can beterminated by either the Company or the Executive without having to give any good cause on orafter twelve months from the Commencement Date by either: 11.1.1 giving to the other party hereto three months’ notice in writing expiring at any timeon or after twelve months from the Commencement Date; or  11.1.2 giving to the other party hereto notice in writing expiring at any time on or aftertwelve months from the Commencement Date less than that required by Clause 11.1.1provided that the party serving the notice shall pay to the other party a sum equal tothe Salary in respect of that part of the period of notice required by Clause 11.1.1which has not been given to the other party; or  11.1.3 making payment to the other party hereto of a sum representing three months’ Salaryin lieu of the notice required by Clause 11.1.1.11.2 Without prejudice to any other rights or causes of action available to the Company, thisAgreement shall be subject to immediate termination by the Company by summary notice inwriting without compensation if: 11.2.1 the Executive at the time the notice is given is prevented by reason of ill-health oraccident or other incapacity from properly performing his duties and has been soprevented (whether by the same or another reason) for at least a continuous period of180 days or for an aggregate period of at least 180 days (whether or not, in eithercase, Working Days) in the preceding 52 consecutive weeks;  11.2.2 (a) the Executive shall be guilty of any gross misconduct or wilful neglect of hisduties hereunder; (b) the Executive shall commit any material breach ornon-observance or, after having been given warning in writing, any repeated orcontinued breach (after receipt of prior notification of the previousbreach(es) from the Company) or non-observance of any of his duties or any ofhis express or implied obligations arising from the Appointment or otherwise;  (c) the Executive shall be guilty of conduct or shall permit orsuffer events, which, in the opinion of the Board, is likely to bring theCompany or any Group Company into disrepute;  (d) the Executive shall commit any act of fraud or dishonesty(whether or not connected with the Appointment) or any act which, in theopinion of the Board, adversely affects his ability properly to carry out hisduties;
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 (e) the Executive shall become unable to pay his debts for thepurposes of Sections 6 and 6A of the Bankruptcy Ordinance, Chapter 6, Laws ofHong Kong, shall claim the benefit of any Ordinance for the time being in forcefor the relief of insolvent debtors or proposed or shall make any arrangementor composition with his creditors;  (f) the Executive is convicted of a criminal offence (other than anoffence which in the opinion of the Board does not affect his position in theCompany);  (g) the Executive persistently refuses to carry out any lawfulorder given to him in the course of his employment or persistently fails todiligently attend to his duties under this Agreement; or  (h) the Executive shall become of mental disorder or a patient asdefined in Section 7 of the Mental Health Ordinance, Chapter 136, Laws of HongKong or been admitted to a hospital in pursuance of an application made underPart III of that Ordinance.11.3 Upon termination of the Appointment however arising: 11.3.1 if applicable the Executive shall, without prejudice to any claim he may have arisingout of the termination of this employment hereunder, forthwith at the request of theBoard and without further claim for compensation resign from all offices held by him inany Group Company and from all other appointments or offices which he holds as nomineeor representative of the Company or any Group Company and, if he fails so to do, theCompany is irrevocably authorised by the Executive to appoint some person in his nameand on his behalf to execute such documents and to do such other things as arereasonably necessary to give effect to such resignations; and  11.3.2 the Executive (or, if he shall be dead, of unsound mind or bankrupt, his personalrepresentatives or such other persons as shall be appointed to administer his estateand affairs) shall deliver up to the Company in accordance with the directions of theBoard, all keys, security passes, credit cards, the Documents and other property(including the company car provided pursuant to Clause 5) belonging to or relating tothe businesses or affairs of the Company or any Group Company, including all copies ofall Documents containing or referring to Confidential Information which may be in hispossession or under his control (or that of his personal representatives or such otherpersons), and shall not retain copies, extracts or notes of any of the same.11.4 The Executive shall have no claim against the Company in respect of the termination of theAppointment by reason of the liquidation of the Company for the purpose of amalgamation orreconstruction or as part of any arrangements for the amalgamation or demerger of theundertaking of the Company or any Group Company not involving liquidation, provided that theExecutive shall have been offered employment with the amalgamated or reconstructed orde-merged company or companies on terms no less favourable to him than under this Agreement.
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11.5 The Board, if it has reason to suspect that any one or more of the events set out in Clause11.2 has or may have occurred, may suspend the Executive pending the making and completion ofsuch investigation(s) as the Board thinks fit. While the suspension continues, the Companyshall pay the Salary to the Executive and provide to him the other benefits set out in thisAgreement. During the period of suspension the Company and relevant Group Companies shall notbe obliged to provide work to the Executive and may require the Executive to comply with suchconditions as the Company may reasonably specify in relation to attending at or remaining awayfrom the places of business of the Company and/or the Group Companies. The Company may laterterminate the Appointment, pursuant to the terms of this Agreement, on the grounds of the sameor any other event. 11.6 Once notice to terminate the Executive’s employment has been given by the Company or theExecutive in accordance with Clause 11.1, or in the event that the Executive purports toterminate in breach of those obligations, the Company: 11.6.1 shall be under no obligation to vest in or assign to the Executive any powers or toprovide any work for the Executive and the Executive shall have no right to perform anyservices for the Company or any Group Company;  11.6.2 may prohibit contact and/or dealings between the Executive and clients and/orsuppliers and/or personnel of or investors in the Company or any Group Company; and  11.6.3 may exclude the Executive from any premises of the Company or any Group Companyprovided always that Salary and all other contractual benefits under this Agreementshall not cease to be payable or provided by reason only of the Company exercising itsrights pursuant to Clause 11.6.  This Clause 11.6 shall not affect the general right of the Company to suspend in accordancewith Clause 11.5 nor affect the rights and obligations of the parties hereto prior to theservice of notice.11.7 Where this Agreement is terminated pursuant to Clause 11.2, the Executive shall not beentitled to receive the Guaranteed Bonus provided for in Clause 5.1.1 for the calendar yearwhere the termination occurs and the Performance Bonus provided for in Clause 5.1.2 for thequarter of the calendar year where the termination occurs. When this Agreement is terminatedby the Company pursuant to Clause 11.1, the Performance Bonus for the relevant calendarquarter shall be paid on a pro-rata basis and payable within 45 days after the end of therelevant calendar quarter. **12** **RESTRICTIONS AFTER EMPLOYMENT** 12.1 The Executive shall not, save with the prior written consent of the Board, during theRestricted Period, carry on or be concerned or engaged or interested directly or indirectly(whether as principal, shareholder, partner, employee, officer, agent or otherwise) within theProhibited Area in any part of any trade or business which competes with any part of any tradeor business carried on by the Company at any time during the period of 12 months prior to theTermination Date, in which the Executive shall have been actively engaged or involved, in anycountry in which the Company has traded during the period of 12 months prior to theTermination Date.
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12.2 The Executive shall not during the Restricted Period and within the Prohibited Area either onhis own behalf or on behalf of any person, firm or company in relation to the businessactivities of the Company in which the Executive has been engaged or involved, directly orindirectly: 12.2.1 solicit, approach or offer goods or services to or entice away from the Company anyperson, firm or company who at the Termination Date (or at any time during 12 monthsprior to the Termination Date) was a client or customer of the Company and in each casewith whom the Executive (or any other employee on his behalf or under his directinstruction) has been actively engaged or involved by virtue of his duties hereunder;or  12.2.2 deal with or accept custom from any person, firm or company who at the TerminationDate (or at any time during 12 months prior to the Termination Date) was a client orcustomer of the Company and in each case with whom the Executive (or any other employeeon his behalf or under his direct instruction) has been actively engaged or involved byvirtue of his duties hereunder; or  12.2.3 solicit or approach or offer goods or services to or entice away from the Company anyperson, firm or company who at the Termination Date (or at any time during 12 monthsprior to the Termination Date) was a supplier, agent or distributor of the Company andin each case with whom the Executive (or any other employee on his behalf or under hisdirect instruction) has been actively engaged or involved by virtue of his dutieshereunder; or  12.2.4 deal with or interfere with any person, firm or company who at the Termination Date(or at any time during 12 months prior to the Termination Date) was a supplier, agentor distributor of the Company and in each case with whom the Executive (or any otheremployee on his behalf or under his direct instruction) has been actively engaged orinvolved by virtue of his duties hereunder;  PROVIDED THAT nothing contained in these Sub-Clauses 12.2.1 to 12.2.4 shall prohibit theExecutive from carrying out any activities which are not in competition with any part of thebusiness of the Company with which the Executive was involved in 12 months prior to theTermination Date.12.3 The Executive shall during the Restricted Period and within the Prohibited Area either on hisown behalf or on behalf of any person, firm or company in relation to the business activitiesof the Company in which the Executive has been engaged or involved, directly or indirectly,approach, solicit, endeavour to entice away, employ, offer employment to or procure theemployment of any person who is or was a key employee belonging to the management grade or ina senior capacity with whom the Executive has had dealings within a period of 12 months priorto the Termination Date) whether or not such person would commit any breach of his contract ofemployment by reason of so leaving the service of the Company or otherwise. 12.4 The Executive shall not, at any time after the Termination Date, either on his own behalf oron behalf of any other person, firm or company directly or indirectly, within the ProhibitedArea: 12.4.1 interfere or seek to interfere with the continuance, or any of the terms, of thesupply of goods or services to the Company; or
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 12.4.2 represent himself as being in any way connected with or interested in the business ofthe Company (other than as a consultant or a member if such be the case) or use anyname which is identical or similar to or likely to be confused with the name of theCompany or any product or service produced or provided by the Company or which mightsuggest a connection with the Company.12.5 The Executive (who acknowledges that, in the course of the Appointment, he is likely to havedealings with the clients, customers, suppliers and other contacts of the Company) agrees thateach of the restrictions in Sub-Clauses 12.1, 12.2.1, 12.2.2, 12.2.3, 12.2.4, 12.3, 12.4.1 and12.4.2 is separate and distinct, is to be construed separately from the other restrictions,and is reasonable as regards its duration, extent and application for the protection of thelegitimate business interests of the Company. However, in the event that any such restrictionshall be found to be void or unenforceable but would be valid or enforceable if some part orparts of it were deleted, the Executive agrees that such restriction shall apply with suchdeletions as may be necessary to make it valid and effective. **13.** **EMPLOYMENT WITH NEW GROUP COMPANY**For the conduct of the Business in Asia, the Company may incorporate a new Group Company (the “**NewGroup Company**”) in Hong Kong or elsewhere in the world. If considered proper and if allowed by thelaw of the place where the New Group Company is incorporated, the Board may direct that such NewGroup Company takes up the employment of the Executive hereunder on the same terms and conditionsset out in this Agreement, and the Executive undertakes that he will enter into a new employmentagreement with the New Group Company on the same terms and conditions set out in this Agreement.Upon signing of the new employment agreement with the New Group Company, the continuity ofemployment of the Executive hereunder will not be affected by virtue of his employment beingtransferred to the New Group Company, so far as this is permitted by the law of the place where theNew Group Company is incorporated.**14.** **INDEMNITY**Each of the Company and the Executive agrees to indemnify and hold harmless the other on demandfrom and against any and all losses, claims, damages, liabilities and expenses, including butwithout limitation any proceedings brought against it/him arising from the performance of its/hisduties pursuant to this Agreement, so far as permitted by law, except in any case where the matterin respect of which indemnification is sought under this Clause was caused by the wilful neglect ofthe party to be indemnified.**15** **NOTICES**Notices by either party hereto:15.1 must be in writing addressed: 15.1.1 to the Company at its principal business office for the time being; and  15.1.2 to the Executive at his place of work or at the address set out in this Agreement orsuch other address as the Executive may from time to time have notified to the Companyfor the purpose of this Clause; and
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15.2 will be effectively served: 15.2.1 on the day of receipt, where any hand-delivered letter or a facsimile transmission isreceived on a Working Day before or during normal working hours;  15.2.2 on the following Working Day, where any hand-delivered letter or facsimiletransmission is received either on a Working Day after normal working hours or on anyother day;  15.2.3 on the second Working Day following the day of posting from within Hong Kong of anyletter sent by first class prepaid mail; or  15.2.4 on the fifth Working Day following the day of posting to an overseas address of anyprepaid airmail letter.**16.** **ENTIRE AGREEMENT** 16.1 This Agreement embodies all the terms and provisions of and relating to the employment of theExecutive by the Company. 16.2 The terms of this Agreement may only be varied in writing by the parties hereto or their dulyauthorised agents. **17.** **PRIOR AGREEMENTS**This Agreement is in substitution for and shall supersede all former and existing agreements orarrangements made orally or in writing for the employment of the Executive by the Company or anyGroup Company, which shall be deemed to have been cancelled with effect from the date of thisAgreement, and no party hereto shall have any claim in respect of any such superseded agreements orarrangements.**18.** **PROPER LAW AND FORUM**This Agreement shall in all respects be interpreted and construed in accordance with and governedby Hong Kong law and each party hereto irrevocably submits to the non-exclusive jurisdiction of theHong Kong courts and waives all defences to any action arising hereunder brought in the courts ofHong Kong on the ground that such an action is brought in an inconvenient forum.**19.** **PROCESS AGENT**The Company irrevocably appoints Messrs. Stephenson Harwood & Lo of 35th Floor, Bank ofChina Tower, 1 Garden Road, Central, Hong Kong to act as its agent to receive and acknowledge onits behalf any writ, summon, order, judgment or other notice of legal process in Hong Kong. Ifsuch agent (or its successor) no longer serves as agent of the Company for this purpose, theCompany shall promptly appoint a successor agent and notify the Executive. The Company agrees thatany legal process shall be sufficiently served on it if delivered to its agent at the addressmentioned herein or such other address as may have been notified by the agent to the Executive.
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IN WITNESS whereof the parties hereto entered into this Agreement the day and year first writtenabove.       SIGNED for and on behalf of  )   **Travelzoo Inc.**  )   by Ralph Bartel (Director)  )   in the presence of:-  )                 SIGNED, SEALED AND DELIVERED  )   by NG, Wai Ming  )   in the presence of:-  )   
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