China Interactive Education, Inc. - Exhibit 10.24 - Prepared By TNT
Filings Inc.




  




Exhibit 10.24


(English Translation)


Confidentiality
& Non-competition Agreement


Party A: MenQ Technology Group
Limited


Party B: _____________________


Party B hereby promises and
ensures that Party B shall be in charge of, or obligated to keep confidential against
all commercial confidentialities in connection to company’s business and
acquired from work (collectively, “Commercial Confidentiality”) for the purpose
of safeguard legal rights and interests from Party A and assurance of smooth development
of Party A and its subsidiaries’ business. Party A and Party B (collectively, “Both
Parties”), with their negotiation and consensus, entered into this agreement.
The articles hereof are as following:


	
  

 	
  

 
	
 1.

 	
 Scope of “Commercial Confidentiality”

 
	
  

 	
  

 
	
 “Commercial Confidentiality” hereof means
 that materials and information are not the knowledge of, or disclosed to
 public (no matter how such was stored or fixed on any carrier), included but
 not limited:

 
	
  

 
	
 1.1

 	
 Files, records or materials from company
 include all kinds of contracts (no matter how such was made out in writing),
 personnel dossier, staff datum, administrative documentation, suppliers,
 partners and trade partners etc;

 
	
  

 	
  

 
	
 1.2

 	
 Any materials with respects to development
 of company’s software are, included but not limited, development of products
 & manufacture plan, development & establishment of network, software
 & program and design drawing etc;

 
	
  

 	
  

 
	
 1.3

 	
 Marketing and distribution materials
 include cost, agents’ information, distribution materials, market promotion
 plan, pricing strategy, sale channel, sale model, marketing plan, quotation
 and clients materials etc;

 
	
  

 	
  

 
	
 1.4

 	
 Financial information and materials,
 opening-account materials, shareholder materials and investment information
 from company etc;

 
	
  

 	
  

 
	
 1.5

 	
 Intellectual property from company (no
 matter that such is owned by company or jointly owned by company and other
 parties, or developed at present or in the future), included but not limited:

 





	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Trademarks from company, and related to
 software or products from other companies, regardless of letters, graphics or
 combination of both;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Ownership of company’s software (include possession,
 usage, proceeds and punishment etc). “Software” means, included but not
 limited, software, source program and all codes; 

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 All intellectual property related to
 company’s software and all rights related to patent (defined hereinafter)

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 Know-how of exclusive technology from
 company include but not limit technology knowledge which was not disclosed and
 acquired legal protection from industry property, analysis method, analysis
 data, design drawing, technical process, formula, manufacture
 data and other data, technical specification, quality control and management
 etc knowledge, and include source program, code, checking documents and
 results, all reports and forms, records and information etc documentation
 (collectively, “exclusive technology”);

 












	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 Information and materials which could
 generate economic benefits or is practical and took appropriate confidential
 measures for them by company; other technical information and operational
 materials which could be used for peace, sale and operation of company.

 






	
  

 	
  

 
	
 2.

 	
 Obligation to Confidentiality from Party B

 
	
  

 	
  

 
	
  

 	
 Party B hereby promises during his/her
 position or after his resignation:

 
	
  

 	
  

 
	
 2.1

 	
 Party B shall not disclose, leak or reveal “Commercial
 Confidentiality” to any third party (regardless of natural or legal person)
 or use “Commercial Confidentiality” in any manner, and allowed or authorize
 to any third party to use “Commercial Confidentiality” in undue or malfeasant
 manner without previous written approval from Party A.

 
	
  

 	
  

 
	
 2.2

 	
 Party A shall have the right to request
 punishment against Party B pursuant to Article 3 hereof and be indemnified
 against losses in accordance with law of People’s Republic of China, in the
 event that Party B disclose, leak or reveal and unduly use “Commercial
 Confidentiality”, or “Commercial Confidentiality” used by any third party in
 undue or malfeasant manner due to Party B.

 
	
  

 	
  

 
	
 2.3

 	
 Party B shall prevent any third party from
 stealing or filching “Commercial Confidentiality” by taking all possible
 measures.

 
	
  

 	
  

 
	
 2.4

 	
 “Usage in undue or malfeasant manner  ” set
 forth in Clause 2.1 above include but not limit steal, fraud, menace, bribe,
 duplicate, in violation of confidentiality, or seducing someone from
 violation of confidentiality or other similar manner.

 
	
  

 	
  

 
	
 3.

 	
 Punishment for Breach of Discipline 

 
	
  

 	
  

 
	
 3.1

 	
 Party B shall be investigated and punished
 accordingly upon detection of breach of discipline from Party B in the event
 that Party B disclose, leak or reveal “Commercial Confidentiality” to any
 third party for whatever reasons or use in undue or malfeasant manner, or
 allow or authorize to any third party to use “Commercial Confidentiality”
 without previous written approval from Party A. Party B shall indemnified against
 losses arouse out of such actions.

 
	
  

 	
  

 
	
 3.2

 	
 Party A shall do administrative or/and
 economic punishments against Party B in accordance with rules and regulations
 from Party A and laws of People’s Republic of China in the event that company
 suffers from losses due to Party B’s violation of this agreement or laws of
 People’s Republic of China. Administrative punishment includes notice, criticism,
 record of a demerit, demotion, on leave without pay until dismissal; economic
 punishments include withholding bonus for the month or reducing salary. Party
 A shall have the right to ascertain the indemnification from Party B in legal
 manner relying on the severity of losses.

 
	
  

 	
  

 
	
 4.

 	
 Non-competitive

 
	
  

 	
  

 
	
 4.1

 	
 Party B hereby promises that Party B shall
 not have part-time jobs and engage in or take part in any business or
 activities which are possible to influence on company’s business without
 permission during his/her position

 


2





	
  

 	
  

 	
  

 
	
  

 	
  

 
	
 4.2

 	
 Party B, at his/her position of after
 resignation, hereby promises:

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Party B shall not establish any business
 relationship with clients, suppliers, partners, trade partners or staff,
 which could results in competitiveness with company’s business;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Party B shall not harass or seduce other
 staff to resign from position; 

 
	
  

 	
  

 	
  

 
	
 4.3

 	
 Party B shall not work at other companies
 with similar business and competition and engage in or establish companies
 with similar business within eighteen months as of the date of resignation
 for any reason.

 
	
  

 	
  

 
	
 5.

 	
 Obligation to return

 
	
  

 	
  

 
	
 Party B shall return all “Commercial
 Confidentiality” to Party A which were held, used or controlled by Party B,
 and Party B hereby promises and ensures that Party shall be notified whether
 there is any “Commercial Confidentiality” stored in Party B’s computer; if
 any, Party B shall delete or clear away all “Commercial Confidentiality” with
 instruction from Party A prior to resignation for whatever reasons.

 
	
  

 
	
 6.

 	
 Right Transfer

 
	
  

 	
  

 
	
 6.1

 	
 Party B hereby agrees that all rights to
 research, invention, creation or improvement (include but not limit
 intellectual property) for performance of task from Party A or completed by
 using material conditions from Party A, no matter which are with respects to
 products, technology, manufacture mode, operation and management mode,
 marketing strategy, mark usage or other aspects shall belong to Party A
 (except signature authority from Party B in accordance with rules and
 regulations). Party B shall not authorize any third party to use such rights
 without previous written approval from Party A.

 
	
  

 	
  

 
	
 6.2

 	
 Party B hereby agrees that Party B shall transfer
 research, invention, creation or improvement aforesaid to Party A with
 request from Party A at any time during his/her position or within two years
 after resignation, and assist Party A in going through application
 formalities within reasonable time in mainland of China and overseas in order
 to Party A obtain or maintain rights aforesaid, and all matters as necessary
 for this purpose with request from Party A within reasonable time.

 
	
  

 	
  

 	
  

 
	
 7.

 	
 Indemnification and remediation

 
	
  

 	
  

 
	
 Party B shall be punished pursuant to
 Article 3, and indemnify any losses against Party A in the event of violation
 of any articles hereof. Party A has the right to force Party B to take all
 reasonable remedies in legal or fair manner.

 
	
  

 
	
 8.

 	
 Waiver

 
	
  

 	
  

 
	
 In the event that either party is going to
 waive any rights set forth in this agreement, the waiver shall be approved by
 the other party in writing; otherwise, it shall be deemed invalid. Either
 party can not use the right granted in this agreement which shall not be
 deemed waiver and has no influence on related right or indemnification;
 however, waiver in writing aforesaid (unless stipulated extra) shall be
 deemed one-time but not abidingly waiver, which has no influence on other
 rights to performance of other articles hereof.

 


3








	
  

 	
  

 
	
 9.

 	
 Effectiveness

 
	
  

 	
  

 
	
 This agreement shall be effect as of the
 date of execution.

 
	
  

 
	
 10.

 	
 Modification

 
	
  

 
	
 Any modification, adding or deleting of any
 articles hereof shall be deemed valid with written approval from both
 parties.

 
	
  

 
	
 11.

 	
 Settlement of Dispute

 
	
  

 	
  

 
	
 Both parties shall negotiate in friendly
 manner or mediate via neutral third party in the first place in connection
 with disputes arouse out of fulfillment of this agreement. If mediation does
 not work or either party is unwilling to mediate, any party could bring up
 lawsuit to local court.

 
	
  

 
	
 12.

 	
 Applicable Law

 
	
  

 	
  

 
	
 This agreement shall be governed by Law of
 People’s Republic of China.

 
	
  

 
	
 13.

 	
 Others

 
	
  

 	
  

 
	
 The promise from Party B specified in this
 agreement shall be the precondition which Party A is willing to employ Party
 B. Party B accepts employment from Party A and executes Labor Contract which
 shall be deemed voluntarily binding to promises aforesaid.

 
	
  

 	
  

 
	
 Both parties certify that this agreement,
 to the best knowledge, shall be executed.

 
	
  

 
	
 This agreement shall be made out in
 duplicate. Party B shall be held one copy and go through related matters
 pursuant to related rules and regulations. Party A should hand over one copy
 to Party B and assist in Party B going through related acceptance matters;
 otherwise, Party A shall be borne related legal liabilities.

 
	
  

 
	
 Party A:

 
	
  

 
	
 (Seal)

 
	
  

 	
  

 
	
 Date

 
	
  

 
	
 Party B:

 
	
  

 	
  

 
	
 (Seal)

 
	
  

 
	
 Date

 	
  

 


4