Exhibit 10.15

 

[DATE]

 

[NAME] 
 Present

 

Dear [NAME],

 

Re: Offer of Employment

 

We are pleased to extend our offer of employment to you. This letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with              (the “Company”) and/or any of the affiliates of the Company’s ultimate parent company GDS Holdings Limited (together, the Company and other affiliates of GDS Holdings Limited are referred to herein as the “Group”)

 

1.                                      DUTIES

 

1.1                               You shall be employed as           . Your job grade is             . You will be based in            , and will report to             

 

1.2                               You shall diligently and faithfully perform all duties required in your position. You shall devote your full time, effort and attention to the performance of your duties and shall act in all respects in accordance with the instructions and directions given to you by your immediate supervisor.

 

1.3                               You will be subject to, and must comply with, the provisions of the Company’s policies, rules and regulations implemented from time to time during the course of your employment, including organizational changes affecting your title, responsibilities and reporting structure.

 

1.4                               You shall not commit any act which shall prejudice or is detrimental to the Company’s reputation or business.

 

2.                                      TERM OF EMPLOYMENT

 

Your employment shall commence on a date to be agreed to between you and the Company (the “Effective Date”), which shall be no later than               , and will continue on an at-will basis unless terminated in accordance with the terms of this Agreement. However, this offer of employment is conditional upon the check of references by the Company to its satisfaction and the successful application of [            Visa (if necessary)].

 

3.                                      REMUNERATION

 

Base Salary

 

3.1                               Your base salary will be              per month and payable monthly on a 12-month basis in accordance with the Company’s customary payroll practices as in effect from time to time.

 

Discretionary Bonus

 

3.2                               The Company will take into account your performance and contribution to the Company’s business, as well as the financial performance of the Company’s business, in determining whether you will receive any bonus and the amount thereof.

 











 

Employee Stock Option/RSs/RSUs (if any)

 

3.3                               The terms and conditions governing your share options/RSs/RSUs granted under your previous employment in          shall remain unchanged. Such options/RSs/RSUs shall continue to be governed by the terms and conditions under the applicable Option/RS/RSU award notice and agreement.

 

Performance-Based Equity Compensation

 

3.4                               Subject to existing policies of the Group then in effect, you may be eligible for additional equity-based awards, such as options or RSs or RSUs, based on your performance, generally on an annual basis. Such awards will be determined at our sole discretion and the terms and conditions of such awards will be subject to the relevant plans and agreements governing such award.

 

Deductions and Off-Set

 

3.5                               All payments made to you will be subject to normal withholding and deductions including but not limited to mandatory pension and other contributions and individual income tax, if required by law. If at any time money is owed and payable by you to the Group whether under the provisions of this Agreement or otherwise, you agree that the Group may deduct the sum or sums from time to time owing to the Group from any payment due to you under this Agreement.

 

4.                                      ANNUAL LEAVE

 

4.1                               The number of paid annual leave that you will be entitled to will be subject to the government regulation and Company’s policy (which may be amended from time to time in our sole discretion). The number of paid annual leave under government regulation  and current policy of the Company applicable to you based in       is       days.   You shall otherwise observe the public holiday/work day schedule applicable in       . Any holiday shall be taken at such times as your immediate supervisor shall approve having regard to the commercial requirements of the Company’s business. If your employment commences or terminates part way through any calendar year, your holiday entitlement for that year shall be assessed on a pro rata basis.

 

4.2                               Upon termination of employment,

 

(a)                                 we shall be entitled to make deductions from your final pay for any annual holiday taken in excess of your annual holiday entitlement; and

 

(b)                                 you shall be entitled to payment in lieu of any unused annual holiday entitlement.

 











 

5.                                      SUPPLIMENTARY BENEFTIS

 

On the first day of employment, you shall be entitled to have supplementary benefits per Company’s policy, which may be amended from time to time.

 

6.                                      RESTRICTION ON OTHER EMPLOYMENT

 

During your employment with the Company, you may not without our prior written consent engage in any form of business or employment other than your employment with the Company, whether inside or outside your normal hours of work. At no time shall you engage, whether directly or indirectly, in any activity that is or may be in conflict with, or that might place you in a position of conflict with the Company. You shall adhere to the Company’s policies with respect to ethical code of conduct, conflict of interest and business opportunities.

 

7.                                      INTELLECTUAL PROPERTY

 

You acknowledge and agree that all intellectual or creative property discovered or developed by you during the course of your employment, including but not limited to form of documents, agreements, business models, business plans, marketing plans, financial forecasts and models, computer programs, codes (whether source codes or object codes), algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, marketing, financial and product development plans, forecasts, strategies and information (collectively, the “Intellectual Property”) shall belong to the Group. The Intellectual Property shall be deemed to originate in the course of your employment and termination of your employment shall not divest the Group of exclusive ownership of any such Intellectual Property. You shall, at any time during the term of this Agreement or at any time thereafter, assist the Group in obtaining and maintaining any patent, copyright, trademark or other protection for the Intellectual Property in any country. You agree to execute an inventions assignment agreement or any other document in order to achieve the purposes of this Section 7.

 

8.                                      CONFIDENTIALITY

 

8.1                               You acknowledge that in the course of your employment, you will have access to and be entrusted with information with respect to the business, operations, legal matters, financial standing, shareholding and corporate structure, contractual agreements, technology, infrastructure, transactions, affairs, ideas, concepts, know-how, methodologies and trade secrets of the Group, our shareholders, customers or business partners, all of which information is or may be confidential.

 











 

8.2                               You hereby agree that you shall not (except in connection with the proper discharge of your duties) during or after the period of your employment divulge to any party or otherwise make use of (and shall use your best efforts to prevent the publication or disclosure of) any trade secret or any confidential information of the Group, our shareholders, customers or business partners, including without limitation, the Intellectual Property.

 

8.3                               You agree to execute any confidentiality agreement or any other document relating to the protection of such confidential information as may from time to time be required by the Group, our shareholders, customers or business partners.

 

8.4                               All notes, files and documentation, whether in paper or electronic form, containing any of the Group’s trade secrets or confidential information which are acquired, received or made by you during the course of your employment and all personal property, including without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints and other documents or materials, or copies thereof, and equipment furnished to or prepared by you during the course of your employment and containing any of the Group’s trade secrets or confidential information shall remain the property of the Group, and you shall surrender the same to a designated person of the Group at the termination of your employment or at the request of the Group at any time during the course of your employment.

 

9.                                      NON-COMPETITION

 

9.1                               You hereby covenant that during your employment, you shall not be engaged or interested (whether as a director, shareholder (except as ownership of shares in public traded companies for portfolio investment purposes), agent, partner or employee) in any business concern of whatever kind which shall be in competition with the Group.

 

9.2                               You hereby represent that as of the Effective Date, you are not and will not be subject to, by virtue of becoming an employee of the Company, any non-compete obligation with respect to any third party.

 

10.                               NON-SOLICITATION

 

10.1                        You hereby covenant that during the term of your employment and for a period of twelve (12) months after the termination of your employment, you shall not, either on your own behalf or on behalf of any third party, canvass, solicit or approach any person, firm or company who was a customer of or was in any business arrangement with the Group.

 

10.2                        You hereby covenant that during your employment and for a period of twelve (12) months after the termination of your employment, you shall not, either on your own behalf or on behalf any third party, solicit or entice or endeavor to solicit or entice away any employee of the Group.

 











 

11.                               TERMINATION

 

11.1                        The employment contract can be terminated by the Company and you after mutual agreement.

 

11.2                        Thirty (30) days’ written notice is required if you want to terminate the employment contract.

 

11.3                        The Company shall have the right to terminate your employment immediately without compensation for Cause or upon any other ground pursuant to any applicable employment law. For purposes of this Agreement, “Cause” means:

 

(i)                                     the commission by you of an act of theft, embezzlement, fraud, dishonesty, ethical breach or other similar acts, or commission of any criminal offence;

 

(ii)                                  a material breach of any agreement or understanding between you and the Group including, without limitation, any applicable invention assignment, employment, non-competition, confidentiality or other similar agreement;

 

(iii)                               misrepresentation or omission of any material fact in connection with your employment;

 

(iv)                              a material failure to perform your duties, to obey a reasonable direction of a supervisor or to abide by the policies or codes of conduct of the Company; or

 

(v)                                 any conduct that is materially adverse to the name, reputation or interests of the Group.

 

11.4                        Following termination of your employment, you shall fully cooperate with us in all matters relating to the winding up of pending work and the orderly transfer of work to other employees of the Company. All books, manuals, records, reports, plans, presentations, financial and operating data, notes, contracts, lists, blueprints and other documents or materials regarding the business of the Group, and equipment furnished to you in the course of or incident to your employment, shall be the property of the Company (the “Company Property”). You shall not remove any Company Property at any time without proper advance authorization and shall return all Company Property in your possession or under your control to designated persons of the Company upon termination of your employment.

 

12.                               EMPLOYING ENTITY; INTRA-GROUP TRANSFERS

 

You agree that you may be required to enter into legal employment relationships with one or more of the affiliates within the Group in order to achieve the purposes of this Agreement based on the terms and conditions herein. We may, from time to time, transfer your employment to any of the affiliates within the Group provided that all periods of employment with any affiliate within the Group shall count as a continuous period of service.

 











 

13.                               PROVISIONS SURVIVING TERMINATION

 

The termination of your employment shall not terminate those provisions of this Agreement which impose a continuing obligation on you after such termination.

 

14.                               ACKNOWLEDGEMENTS

 

14.1                        You acknowledge that you have carefully reviewed all the terms and obligations contained in this Agreement and understand fully the character and extent of the restrictions and obligations imposed upon you during and after the term of your employment. You hereby expressly agree that the restrictions and obligations are reasonable and are necessary for the proper protection of the Company.

 

14.2                        You agree that if any one or more of such restrictions shall be judged to be void as going beyond what is reasonable in the circumstances for the protection of the Company but would be valid if words were deleted therefrom or if the restriction periods were shortened, such restrictions shall apply with such modifications as may be necessary to make them valid and effective and any such modification shall not thereby affect the validity of any other restriction contained herein.

 

14.3                        The provisions herein shall not preclude any party from injunctive or other relief for any breach of any term of this Agreement.

 

15.                               GENERAL

 

15.1                        In the event that any of the provisions of this Agreement shall be determined to be invalid, void or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force and effect.

 

15.2                        This Agreement is personal to you and cannot be assigned to any third party.

 

15.3                        This Agreement may be signed and accepted in counterparts and by the parties on separate counterparts, each of which when executed shall be an original but all counterparts shall together constitute one and the same document.

 

15.4                        Unless stated otherwise in this Agreement, this Agreement, any inventions assignment and confidentiality agreement, the Non-Competition Agreement and the Award Notice and Agreement shall constitute the entire agreement between us and supersede all previous communications, representations and agreements, whether oral or written, with respect to the subject matter of this Agreement.

 

15.5                        This Agreement shall be governed by the laws of [the Hong Kong Special Administrative Region].

 











 

We are excited that you will be joining us, and we very much look forward to working with you.

 

 

	
Yours   faithfully,
    	
 
    
	
[Name   of the company]
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
[NAME]
    	
 
    
	
[TITLE]
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
To: [Name of the company]
    	
 
    


 

I have read and understood the terms of the above Agreement and hereby accept such terms as stated.

 

	
 
    	
 
    
	
Name:
    	
 
    


 









 

No. [   ]

 

Labor Contract

 

Party A: [Global Data Solutions Co., Ltd., Shanghai Branch]

 

	
Party B:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Date of Signing:
    	
 
    	
 
    
					


 











 

Party A: [Global Data Solutions Co., Ltd., Shanghai Branch]

Legal Representative: Huang Wei

Company Address: 2/F, Building 2, 428 Yanggao South Road, Pudong New District, Shanghai

Telephone: 021-2033 0303

Facsimile: 021-2033 0202

 

Party B:                               Sex:                       Age:                              

ID No.:                                           

Current Address:                                          

Address under Residence Certificate:                                    

Telephone:                         

Contact Person for Emergency:                                    

His/her Telephone:                                 

 

Party A and Party B have, through equal negotiations, entered into this Labor Contract based on willingness and in accordance with the Labor Law of the People’s Republic of China, and agree to comply with all terms of this Contract.

 











 

Table of Contents

 

	
Chapter 1 Employment   Term and Documents Forming Contract
    	
1
    
	
Chapter 2 Description   of Job
    	
1
    
	
Chapter 3 Labor   Protection and Working Conditions
    	
1
    
	
Chapter 4 Compensation   (as set forth in Offer Letter)
    	
2
    
	
Chapter 5 Social   Security and Welfares and Benefits
    	
2
    
	
Chapter 6 Labor   Disciplines
    	
3
    
	
Chapter 7 Novation and   Termination of Labor Contract
    	
3
    
	
Chapter 8 Termination   and Renewal of Labor Contract
    	
5
    
	
Chapter 9 Economic   Compensatory Payments and Indemnities
    	
6
    
	
Chapter 10 Additional   Clauses
    	
7
    
	
Chapter 11 Labor   Dispute and Miscellaneous
    	
8
    
	
Renewal Agreement to   Labor Contract
    	
i
    
	
Novation Agreement to Labor   Contract
    	
ii
    
	
Instructions
    	
iii
    


 











 

Chapter 1 Employment Term and Documents Forming Contract

 

	
Article 1
    	
 
    	
This Contract is a [fixed term/open term]   employment.

 

This Contract shall become effective from               and expires as on                  .   The probation period will end as on              .   Party A has the right to shorten the probation period to convert Party B as   the formal employee.

 

The documents forming this Contract include: text of   this Contract and all Renewal Agreements and Novation Agreements, Job   Description, Offer Letter, Confidentiality/Non-compete Agreement (if any),   Training Agreement (if any), Compensation and Benefits Policy, Employee   Manual, and any regulations of Party A’s Rules and Systems (as amended   and publicized by Party A from time to time) which are applicable to this   Contract based on their natures. Party A shall have delivered the above   documents to Party B within a reasonable time prior to the formation of this   Contract.
    
	
 
    	
 
    	
 
    
	
Chapter   2 Description of Job
    
	
 
    	
 
    	
 
    
	
Article 2
    	
 
    	
The department and position of Party B are detailed   in the Offer Letter.
    
	
 
    	
 
    	
 
    
	
Article 3
    	
 
    	
Party B shall complete the duties assigned by Party   A in accordance with the job standards as set forth in the Job Description   signed by the parties and other agreements between the parties as well as   schedules for monthly performance targets and his/her performance shall be   basis for valuation of his/her work and renewal of employment.
    
	
 
    	
 
    	
 
    
	
Article 4
    	
 
    	
Party B acknowledges that during the term of this   Contract, Party B has the right to, by giving a written notice, change or   adjust the position and title of Party B to meet its demands for positions   and on the basis of Party B’s capacity, performance and job review in accordance   with Article 10 hereof.
    
	
 
    	
 
    	
 
    
	
Chapter   3 Labor Protection and Working Conditions
    
	
 
    	
 
    	
 
    
	
Article 5
    	
 
    	
Party B shall adopt [Standard Working Hours   System/Comprehensively Calculated Working Hours System/Non-fixed Working   Hours System].

 

·                                Standard   Working Hours System: a 8-hour working day and a 40-hour working week   (excluding dining time);

 

·                                Comprehensively   Calculated Working Hours System: average 8-hour working day and average   40-hour working week (excluding dining time);

 

·                                If   Non-fixed Working Hours System or Comprehensively Calculated Working Hours   System is applied, the rest time will be arranged by Party A on the condition   that Party B can complete the work assignments by Party A.
    
	
 
    	
 
    	
 
    
	
Article 6
    	
 
    	
Party A may extend the working hours of Party B or arrange   extra work for Party B according to work demands. Extra work shall be   arranged in accordance with the extra work procedures set forth in Employee   Manual. The compensation base for extra work shall be the standards set forth   in Compensation and Benefits Policy and the standards for extra work pay   shall comply with the applicable laws and regulations.
    


 

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Article 7
    	
 
    	
Party A shall provide Party B with requisite working   conditions and tools, establish sound work process, and formulate operation   specifications, work scope and safety and health systems.
    
	
 
    	
 
    	
 
    
	
Article 8
    	
 
    	
Party A shall educate Party B in respect of ethics,   working skills, safety, disciplines and rules and regulations.
    
	
 
    	
 
    	
 
    
	
Chapter   4 Compensation (as set forth in Offer Letter)  
    
	
 
    	
 
    	
 
    
	
Article 9
    	
 
    	
Party A shall pay to Party B the monthly salary in   cash on 30th of each month. The salary standards and   statutory holiday benefits shall be applied in accordance with the Offer   Letter and Compensation and Benefits Policy, in no case below the minimum   salary line cut by local government. If compensation is otherwise agreed by   the parties in any attachment, such attachment shall be applied for payment   of compensation.

 

In case of illness or non-work injury, Party B will   be paid a sick pay in accordance with the standards applicable for sick leave   as set forth in the Compensation and Benefits Policy. Party B shall provide   sick leave certificate issued by a designated medical institution.
    
	
 
    	
 
    	
 
    
	
Article 10
    	
 
    	
In case Party A will change the position of Party B   (including duties, salary (including allowances and perks) and benefits), it   shall give a 15 days prior written notice to Party B. If Party B agrees to   such change, the parties shall sign a Novation Agreement in the form attached   to this Contract. If Party B refuses to accept such change, it may terminate   this Contract in accordance with Article 24(5). Party B shall decide to   accept or refuse such change by giving a notice within 15 days of receipt of   the above notice.
    
	
 
    	
 
    	
 
    
	
Article 11
    	
 
    	
If Party B has to take a full month rest due to lack   of work volume of Party A, Party B will be paid monthly living expenses   (after deduction of mandatory social security contributions) in accordance   with the applicable laws and regulations.
    
	
 
    	
 
    	
 
    
	
Article 12
    	
 
    	
Party A has established compensation non-disclosure   policy. Party B shall comply with such policy and shall be deemed to have   committed a serious violation of labor disciplines if he/she violates these   policy and will be disciplined in accordance with the provisions set forth in   the Offer Letter and the relevant regulations of Party A.

 

Party A may, in its full discretion, grant Party B   stock incentive plans, including but not limited to stocks, stock options or   other similar rights of Party A or its shareholders and a separate agreement   shall be entered into by the parties to govern such grant plans. Party B   acknowledges and agrees that the grant of such stocks, stock options or other   similar rights shall not be a commitment of employment.
    
	
 
    	
 
    	
 
    
	
Chapter   5 Social Security and Welfares and Benefits  
    
	
 
    	
 
    	
 
    
	
Article 13
    	
 
    	
The parties shall fully pay pension, medical   insurance, unemployment insurance, work-related injury insurance, maternity   insurance and housing fund in accordance with the social security regulations   applicable nationally and at the place of employment and social security   maintenance. Party A will handle the social security issues for Party B and   withhold for Party B the social security premium and housing fund payable by   Party B.
    
	
 
    	
 
    	
 
    
	
Article 14
    	
 
    	
After this Contract is terminated or cancelled,   Party A shall handle the transfer of
    


 

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personal files and social security for Party B   within seven days after request by Party B. If Party B needs to file   unemployment registration, Party A shall issue document evidencing   termination of labor contract.
    
	
 
    	
 
    	
 
    
	
Article 15
    	
 
    	
After the termination of this Contract, Party B   shall complete handover process in accordance with the regulations of Party   A. Upon completion of such handover, Party A shall handle the transfer of   social security, housing fund and personal files of Party B in accordance   with applicable regulations.
    
	
 
    	
 
    	
 
    
	
Article 16
    	
 
    	
In case of illness or non-work injury, Party B will   be entitled to medical standards as set forth by the applicable medical   insurance rules at the place of employment/social security maintenance.   In case of sick rest, a separate medical treatment period agreement shall be   signed by the parties. The medical treatment period shall be applied in   accordance with the Regulations of Medical Treatment Period for Employee   Illness or Non-work Injury.
    
	
 
    	
 
    	
 
    
	
Article 17
    	
 
    	
In case of work injury, the work injury insurance   regulations applicably nationally and at the place of employment shall be   applied to Party B.
    
	
 
    	
 
    	
 
    
	
Article 18
    	
 
    	
The female employee benefits in pregnancy, child   birth and baby nursing periods shall be applied in accordance with the   maternity insurance regulations applicable nationally and at the place of   employment.
    
	
 
    	
 
    	
 
    
	
Chapter   6 Labor Disciplines
    
	
 
    	
 
    	
 
    
	
Article 19
    	
 
    	
Party A will establish regulations and labor   disciplines in accordance with laws to meet demands of business and   operations. Party A has the right to discipline Party B for his/her   performance in work in accordance with Employee Manual and Employee Rewards   and Disciplinary Sanctions Policy. In case Party B violates the working   disciplines and other regulations of Party A, Party A may impose disciplinary   sanctions in accordance with the applicable regulations, even by terminating   this Contract.
    
	
 
    	
 
    	
 
    
	
Article 20
    	
 
    	
Party B shall fully read, understand and comply with   all regulations and policies of Party A, comply with labor safety and health   policy, production and operation specifications and working requirements,   protect assets of Party A, adhere to ethics, proactively participate in   training activities organized by Party A to improve his/her skills.
    
	
 
    	
 
    	
 
    
	
Article 21
    	
 
    	
Party B shall keep confidential Party A’s trade   secret and shall not use such trade secrets for unjust economic interests of   his/her personal or other organizations.
    
	
 
    	
 
    	
 
    
	
Article 22
    	
 
    	
Without consent of Party A, Party B shall not engage   in other employments (including part-time).
    
	
 
    	
 
    	
 
    
	
Chapter   7 Novation and Termination of Labor Contract
    
	
 
    	
 
    	
 
    
	
Article 23
    	
 
    	
Novation of Contract. Upon occurrence of any of the   following events, Party A and Party B may amend this Contract and the   employment novation shall be processed accordingly:

 

(1)         Agreement of the   parties on novation;

 

(2)         Change of compulsory   provisions of the laws and regulations applicable to this Contract;
    


 

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(3)         The objective   conditions based on which this Contract was formed have changed significantly   so that the parties can’t perform this Contract and a party requests to   change the terms of this Contract. In such case, a party requesting for   change shall inform the other party of its request in writing and the other   party shall respond in writing within 15 days. The other party failing to   respond within the above period shall be deemed to refuse the request for   change.
    
	
 
    	
 
    	
 
    
	
Article 24
    	
 
    	
Termination of Contract. Upon the occurrence of any   of the following events, this Contract may be terminated:

 

(1)         Party A has the right   to terminate this Contract immediately upon occurrence of any of the following   events:

 

(a)         Party B is proven to be   unqualified for recruitment conditions within the probation period;

 

(b)         Party B is in material   violation of labor disciplines or regulations of Party A;

 

(c)          Party B commits gross   misconduct or malpractice, which causes losses to Party A;

 

(d)         Party B establishes   labor relationship with other employers and such condition has serious impact   on his/her carrying out of the tasks assigned by Party A, and he/she refuses   to correct upon demand by Party A;

 

(e)          Party B is prosecuted   for his/her crime.

 

(2)         Party A has the right   to terminate this Contract by giving 30 days prior written notice to Party B   upon occurrence of any of the following events:

 

(a)         Party B is still unable   to perform his/her original work or other works assigned by Party A after   expiry of his/her applicable medical treatment period for illness or non-work   injury;

 

(b)         Party B is not   competent for his/her work and remains so after training or change of   position;

 

(c)          There occurs material   change of objective conditions on the basis of which this Contract was formed   such that the parties can’t continue to perform this Contract and are still   unable to agree to change of this Contract through consultation.

 

(3)         Redundancy. If Party A   needs to lay off its employees upon occurrence of any of the following   events, it shall inform all its employees 30 days prior to redundancy and   listen to their opinions, unless otherwise provided for in   Confidentiality/Non-compete Agreement or other agreements between the   parties, and it may terminate this Contract after report to local labor and   social security authority:

 

(a)         Party A enters into   reorganization under the bankruptcy laws;

 

(b)         Party A is in serious   distress of business and operation.
    


 

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(4)         Party A shall not   terminate this Contract in accordance with the above paragraphs (2) or   (3) if Party B is in any of the following conditions:

 

(a)         Party B is in   occupational illness or is rated for disability due to work injury;

 

(b)         Party B is in the   prescribed medical treatment period for illness or non-work injury;

 

(c)          Party B who is female   is in the periods of pregnancy, child birth or baby nursing;

 

(d)         Party B has worked with   Party A for ten consecutive years and is in less than five years prior to   statutory retirement age;

 

(e)          Party B is a veteran   and his/her employment with Party A is his/her first job and has not reached   three years;

 

(f)           Party B is in   mandatory military service;

 

(g)          Other applicable   conditions as set forth by laws and regulations applicably nationally and at   the place of employment.

 

(5)         Party B may terminate   this Contract by giving 30 days prior written notice to Party A, unless   otherwise provided for in Confidentiality/Non-compete Agreement or other   agreements between the parties.

 

(6)         Upon occurrence of any   of the following events, Party B may terminate this Contract by giving a   notice to Party A:

 

(a)         During the probation   period (by giving 3 days prior written notice);

 

(b)         Party A forces Party B   to work by violence, threat, imprisonment or other unlawful freedom   confinement;

 

(c)          Party A fails to pay   salary or provide working conditions in accordance with this Contract;

 

(d)         Party A fails to pay   social security premiums for Party B in accordance with the laws.

 

(7)         The parties may   terminate this Contract by agreement.
    
	
 
    	
 
    	
 
    
	
Article 25
    	
 
    	
Upon the expiry of the term of this Contract, the   employment relationship shall be immediately terminated upon request by Party   B if Party A fails to process the termination documentation. Except for   compensation as set forth in Article 30(3) below, such termination   shall be deemed as happens under Article 26(1).
    
	
 
    	
 
    	
 
    
	
Chapter   8 Termination and Renewal of Labor Contract
    
	
 
    	
 
    	
 
    
	
Article 26
    	
 
    	
This Contract shall be terminated upon occurrence of   any of the following events:
    


 

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(1)         The term of this   Contract expires and is not extended by the parties;

 

(2)         Party B reaches   statutory retirement age;

 

(3)         Other conditions as set   forth by laws, regulations and rules.
    
	
 
    	
 
    	
 
    
	
Article 27
    	
 
    	
Party A shall inform Party B in writing of its   intent to terminate or renew this Contract 30 days prior to expiry of the term   of this Contract.
    
	
 
    	
 
    	
 
    
	
Article 28
    	
 
    	
Upon occurrence of any of the following events, this   Contract shall be extended and the employment renewal shall be processed   accordingly:

 

(1)         The parties agree to   extend this Contract;

 

(2)         Upon the expiry of term   of this Contract, the employment between the parties continues without   termination and Party B requires renewal of employment;

 

(3)         For the above paragraph   (2), if the parties can’t agree on the new employment term whilst Party B   requires renewal, then the new employment term shall not be less than 12   months from the signing of a Renewal Agreement;

 

(4)         In case Party B is   dispatched for domestic or offshore training programs at the cost of Party A,   the parties shall sign training agreement upon request by Party A, which   shall stipulate the service term committed by Party B in consideration of the   training. If the committed service term is longer than the term of this   Contract, the excessive term shall be deemed as a renewal term, unless   otherwise required by Party A.

 

The parties agree as   follows:

 

                                                                                                         
    
	
 
    	
 
    	
 
    
	
Chapter   9 Economic Compensatory Payments and Indemnities  
    
	
 
    	
 
    	
 
    
	
Article 29
    	
 
    	
In any of the following events, Party A shall make   economic compensatory payments to Party B in accordance with the standards as   set forth below:

 

(1)         If Party A deducts or   is late in paying salary to Party B without cause, or refuses to pay extra   work pay to Party B, it shall pay Party B an economic compensation equivalent   to 25% of overdue salary in addition to full payment of salary;

 

(2)         If the salary paid to   Party B is below the minimum wage rate applicable at the place of employment,   Party A shall pay Party B an economic compensation equivalent to 25% of the   shortage in addition to full payment of shortage;

 

(3)         If Party A fails to   give a termination notice to Party B prior to expiry of employment term in   accordance with Article 27, it shall pay Party B an economic compensation   at a rate of Party B’s average day wage for preceding month for each day as   delayed.
    
	
 
    	
 
    	
 
    
	
Article 30
    	
 
    	
Compensations to Party B in case of Party A’s   termination of this Contract:

 

(1)         The regulations on   medical aid fees applicable nationally and at the place of employment shall   be applied in case that Party A terminates this Contract in 
    


 

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accordance with Article 24(1)(a);

 

(2)         Party A shall pay Party   B an economic compensation according to his/her seniority in Party A which   shall be equal to one monthly salary for one year and half a monthly salary   for six months in case that Party A unilaterally terminates this Contract in   accordance with Article 24(2) and Article 24(3). A period of   six months or more but less than a full year will be deemed as one year in   calculating compensation. A period of less than six months will be deemed as   six months in calculating compensation.

 

The monthly salary   herein means the average monthly salary of Party B for 12 months prior to   termination.

 

If the monthly salary   of Party B exceeds 300% of average employee monthly salary for preceding year   as published by municipal government at the place of employer, then the   monthly salary as used to calculate the above compensation to Party B shall   be such 300% of average employee monthly salary with the total compensation   to be capped at twelve monthly salaries.

 

The economic compensation   will be paid by Party A after the handover process as set forth in   Article 15 has been completed.

 

(3)   The compensation amount and method as set   forth in any Confidentiality/Non-compete Agreements between the parties (if   any) shall be applied in case of termination of employment.
    
	
 
    	
 
    	
 
    
	
Article 31
    	
 
    	
Compensations to Party A in case of Party B’s   termination of this Contract:

 

(1)         Party B shall   compensate losses suffered by Party A as a result of termination of this   Contract by Party B in violation of Article 24(5);

 

(2)         If Party B unilaterally   terminates this Contract within the committed service term as set forth in a   training agreement between the parties in accordance with Article 28(4),   it shall pay Party A an economic compensation in accordance with the   Compensation and Benefits Policy of Party A;

 

(3)         The compensations as   set forth in the above (1) and (2) shall be cumulative.
    
	
 
    	
 
    	
 
    
	
Article 32
    	
 
    	
Party B shall compensate losses suffered by Party A   as a result of Party B’s violation of confidentiality obligation or   termination of this Contract by Party A in case of Party B’s breach of the   terms hereof.
    
	
 
    	
 
    	
 
    
	
Article 33
    	
 
    	
Party B shall not be entitled to claim compensation   against Party A in the following events:

 

(1)         This Contract is   terminated by Party A as result of Party B’s breach of Article 19;

 

(2)         Party A terminates this   Contract in accordance with Article 24(1).
    
	
 
    	
 
    	
 
    
	
Article 34
    	
 
    	
Upon occurrence of event under Article 33(2),   Party A has the right to deduct the salary payable at the month when such event   occurs as compensation to Party A.
    
	
 
    	
 
    	
 
    
	
Chapter   10 Additional Clauses
    
	
 
    	
 
    	
 
    
	
Article 35
    	
 
    	
The parties agree to add the following clauses:
    


 

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35.1 Non-compete. _Both parties   will sign another Non-compete Agreement, the specific clauses of which can be   referred to Non-disclosure and Non-compete Agreement   between the parties.

 

35.2 Non-solicitation. Party B covenants that during   the term of his or her employment and for a period of twelve (12) months   after the termination of his or her employment, Party B shall not, either on   his or her own behalf or on behalf of any third party, canvass, solicit or   approach any person, firm or company who was a customer of or was in any   business arrangement with Party A or solicit or entice or endeavor to solicit   or entice away any employee of Party A.
    
	
 
    	
 
    	
 
    
	
Chapter   11 Labor Dispute and Miscellaneous
    
	
 
    	
 
    	
 
    
	
Article 36
    	
 
    	
If a dispute arises between the parties in respect   of performance of this Contract, the parties may ask for mediation. If   failing so, each party may submit the dispute to labor dispute arbitration   commission for arbitration within one year after the occurrence of the   dispute.

 

Either party may also directly submit the dispute to   the labor dispute arbitration commission for solution.

 

This agreement will be governed by the laws of   People’s Republic of China.
    
	
 
    	
 
    	
 
    
	
Article 37
    	
 
    	
Upon request of Party A, the parties shall enter   into the separate agreements specific to his/her position (including training   agreement, medical treatment period agreement, compensation agreement, but   shall exclude agreements regarding stocks, stock options or other similar   rights). These specific agreements shall constitute an integral part of this   Contract with the same legal effect.
    
	
 
    	
 
    	
 
    
	
Article 38
    	
 
    	
If any clause of this Contract is in conflict with   the mandatory provisions of the current and future laws and regulations   applicable nationally and at the place of employment, this clause shall be   void and laws shall be applied in its place and for this purpose, the parties   shall conclude a Novation Agreement in the form attached hereto.
    
	
 
    	
 
    	
 
    
	
Article 39
    	
 
    	
This Contract (including all attachments and   novation agreements) is written in two copies and each party holds one copy.
    


 

(no text to follow)

 

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Party A (company seal):
    	
 
    	
Party B (seal):
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Legal Rep/Authorized Rep.:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Dated
    	
 
    	
 
    	
 
    	
Dated
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Party B hereby acknowledges that:
    	
 
    	
 
    
								


 

I have been given sufficient time to read all clauses of this Contract (including all attachments) and I fully understand the meanings of all clauses without doubt. I am willing to comply with all clauses of this Contract.

 

 

	
 
    	
Signed by
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Dated
    	
 
    
				


 

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Renewal Agreement to Labor Contract

 

This Renewed Labor Contract is a [fixed/open] term contract. The effective date of this Renewal Agreement shall be                    and will end as on                     .

 

The original clauses of the Labor Contract shall be revised as follows:

 

                                                                                                                     

 

 

	
Party A (company seal):
    	
 
    	
Party B (seal):
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Legal Rep/Authorized Rep.:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Dated
    	
 
    	
 
    	
Dated
    	
 
    
						


 

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Novation Agreement to Labor Contract

 

Through consultations and on the principles of equality and willingness, the parties agree to revise the Labor Contract as follows:

 

                                                                                                                     

 

 

	
Party A (company seal):
    	
 
    	
Party B (seal):
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Legal Rep/Authorized Rep.:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Dated
    	
 
    	
 
    	
Dated
    	
 
    
						


 

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Instructions

 

1.              This Contract is used as labor contract between employer and employee.

 

2.              When employer and employee enter into labor contract in the form of this Contract, any contents subject to agreement of the parties will be filled in the relevant blanks in the Contract.

 

In signing the labor contract, Party A shall affix its company seal and its legal representative or authorized representative shall undersign or seal on it.

 

3.              Any additional clauses as agreed by the parties shall be expressly stated in this Contract.

 

4.              Any other agreements or changes to this Contract may be attached to this Contract.

 

5.              This Contract shall be filled out by fountain pen or felt-tip pen, written clearly and eligibly, concisely, accurately, and free from correction.

 

6.              This Contract is written in two copies and each party holds one copy. Party B’s copy shall not be kept by Party A.

 

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