EX-10.1






Exhibit 10.1









Form of Employment Contract

(Summary Translation)




Contract No: [specify]




	 	 	 

	Party A: [specify employer name]

	 	Party B: [specify employee name]
	 
	 	 
	Legal representative or authorized agent:

	 	Level of education: [specify]
	[specify]

	 	Gender: [specify]
	 

	 	Date of birth: [specify date]
	 

	 	Resident ID number: [specify]
	 

	 	Location of household: [specify]
	 
	 	 
	Party A’s Address: [specify]

	 	Home Address: [specify]
	 

	 	Postal Code: [specify]





In accordance with the relevant stipulations set forth by the “Labor Law of the People’s Republic
of China” and the national government, Party A (hereinafter the “Company”) and Party B
(hereinafter the “Employee”), after a consultation with each other on the basis of equality, are
willing to execute this Contract and abide by the following terms under this Contract:




PART I: The execution and term of the employment contract and the probation time




	 	 	 

	Article 1

	 	This Contract is a contract with a fixed
term. This Contract begins from [specify
date] and ends on [specify date]. The term of
this Contract shall be [specify] months,
during which the period of time starting from
[specify date] and ending on [specify date]
shall be the probation time (not applicable
to an employee on a sales position, the
probation time for whom will be determined in
accordance with the relevant sales system of
the Company).
	 
	 	 
	Article 2

	 	[specify] day(s) prior to the expiration of
this Contract, the Company and the Employee
will discuss matters related to the renewal
of this Contract. Unless the two parties
enter into an agreement to renew this
Contract in writing, this Contract will
automatically expire on the expiration day of
this Contract.
	 
	 	 
	Article 3

	 	The Employee guarantees to the Company that
he/she does not have any existing contracts
or obligations to prevent him/her from
executing this Employment Contract. If the
Employee is still in dispute with another
organization, the Employee shall handle the
matter and assume the responsibilities by
himself/herself. The Company does not have
anything to do with the matter. If the
Company shall incur any losses therefrom, the
Employee shall be liable therefor and shall
hold the Company harmless therefrom.
	 
	 	 
	Article 4

	 	At the time the employment begins, the
Employee shall honestly complete the
“Application for Employment” and provide
relevant supporting documents required by the
Company. The Employee guarantees that all
information and documents he/she provides are
true and lawful. If it is found out that
false information has been provided, the
Company may terminate the employment
relationship with the Employee at any time,
and the Employee shall compensate the Company
for any losses suffered by the Company
therefrom. The Employee guarantees that
he/she understands the job description, the
work environment, the location of the
employment, the occupational hazards, the
safety in the workplace, the compensation for
the employment, and other information at the
time this Contract is executed.






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PART II: The employee, work hours, and job description




	 	 	 

	Article 1

	 	The Employee agrees that he/she will assume
his/her responsibility at [specify branch]
based on the needs of the Company.
	 
	 	 
	Article 2

	 	The Company has the right to promote the
Employee, relocate the Employee to a
different department from time to time and
adjust his/her position based on the needs of
the Company and on the Employee’s capability
and performance. The Employee, without
justifiable reasons, may not refuse to accept
such changes of responsibilities, and shall
assume the new responsibilities after the
change of position and accept the salary
based on the changed position. All such
changes shall be based on the position/salary
adjustment notification sheet provided by the
Company.
	 
	 	 
	Article 3

	 	The Employee shall work full time, observe
the instructions of the Company, obey the
management and arrangement of the Company,
complete the tasks punctually, and meet the
quality standards set forth by the Company.
During the term of this Contract, without the
Company’s written permission, the Employee
may not engage in activities in other
industries, businesses, or occupations
outside the employment.
	 
	 	 
	Article 4

	 	The Employee may request transfers to another
department or position based on his/her own
special skills and ability by following the
relevant procedures therefor, including
submission of an application and obtaining of
the approval in accordance with the
requirements set forth by the Company. The
Employee may be so transferred only after
obtaining the Company’s agreement.
	 
	 	 
	PART III: Employee labor protection and work environment
	 
	 	 
	Article 1

	 	The Employee’s work hours, time off and
vacations shall be determined according to
the relevant stipulations set forth by the
national government and the Company.
	 
	 	 
	Article 2

	 	The Company will provide necessary work
environment and labor protection facilities
for the Employee in accordance with the
stipulations set forth by the national
government with respect to the safety in the
workplace, labor protection, sanitation,
health, etc.
	 
	 	 
	PART IV: The compensation for the Employee
	 
	 	 
	Article 1

	 	The Company will determine the Employee’s
compensation package based on the Employee’s
performance, contribution to the Company, and
the Company’s operational results. The
Company is committed to the development of
the Company, to the continuous creation of
best economic results and social effects, to
the improvement of the Employee’s salary,
bonus, and benefits in an effort to enable
the Employee’s development.
	 
	 	 
	Article 2

	 	The Company will calculate the salary payable
to the Employee in accordance with the
established standards for salary payment and
the performance of the Employee as evaluated
by the management of the Company. The salary
payment will be made in Renminbi through a
bank wire.
	 
	 	 
	Article 3

	 	The Employee’s salary will be adjusted by the
Company in accordance with his/her
performance, the operational results of the
department where the Employee works and the
overall operational results of the Company,
provided that it shall not be lower than the
minimum salary set forth by the local
government.
	 
	 	 
	Article 4

	 	The severance pay for the Employee will be
determined in accordance with the
stipulations set forth by the government.






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	Article 5

	 	The personal income tax, payable according to
the law and relevant regulations, on all
salaries, bonuses,
and any other payments to the Employee made by the Company under this Contract shall be
the Employee’s responsibility.
	 
	 	 
	Article 6

	 	The Employee’s salary remains the Company’s
confidential information. The Employee has the
responsibility to keep such information
confidential and may not disclose such
information to anyone unless such disclosure is
compelled by the applicable law. If there has
been an unauthorized disclosure, the Company
reserves the right to take actions against it,
including economic penalties up to the total of
the Employee’s salaries for 12 months and the
right to terminate the employment.
	 
	 	 
	PART V: The Employee and the insurance benefits
	 
	 	 
	Article 1

	 	In accordance with the stipulations set forth by
the national and local governments, the Company
will make arrangements with respect to social
endowment insurance, unemployment insurance,
medical insurance, occupational injury insurance,
and others. It is agreed that the portion of the
social and labor insurances to be contributed by
the Employee will be deducted from the Employee’s
salary by the Company on behalf of the Employee.
	 
	 	 
	Article 2

	 	If the Employee is sick or injured outside of
his/her work, the salary for the sick leave and
medical benefit shall be determined as set forth
by the Company in accordance with the applicable
laws and regulations.
	 
	 	 
	Article 3

	 	If the Employee suffers from an occupational
disease or an on-the-job injury, the Employee’s
salary and medical insurance benefit shall be
determined in accordance with the relevant
stipulations set forth by the national and local
governments.
	 
	 	 
	PART VI: Employee labor disciplines
	 
	 	 
	Article 1

	 	The Employee has the responsibility and
obligation to understand, be familiar with, and
abide by various rules and regulations.
	 
	 	 
	Article 2

	 	If the Employee is in violation of the labor
disciplines or the Company’s regulations and
procedures or has caused damages to the Company
(including but not limited to causing damages to
the property of the Company, causing the Company
to incur losses, causing damages to the Company’s
reputation, creating disaccord or disruption
among employees), or has harmed himself/herself
or other employees or staff members, the Company
may take disciplinary actions against the
Employee based on the seriousness of the
consequences in accordance with the stipulations.
The actions may include verbal warning, written
warning, economic penalty, suspense of employment
without pay, transfer to another position, or
reduction of salary, compensation to the Company
for the losses suffered by the Company to the
extent caused by the Employee, and the
termination of this Contract.
	 
	 	 
	Article 3

	 	The Company may amend and supplement the relevant
rules and regulations based on its operational
and managerial needs. The Employee shall abide by
such stipulations and systems once they are
released.
	 
	 	 
	PART VII: Invention during employment and confidentiality clause
	 
	 	 
	Article 1

	 	The Company owns the technical inventions, innovations, and
other intellectual property created by the Employee during
his/her employment with the Company, the right to file a patent
application therefor, and the income from all operations and
services generated therefrom.
	 
	 	 
	Article 2

	 	The Company’s trade secrets include: the Company’s operational
strategies, report on market analysis,







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	 	marketing strategies,
managerial systems, intelligence and information, advertisement
and creative work, archived video and data, accounting and
auditing information, and other information related to the
operations; such technical information as the process of
developing the Company’s platforms, technical data, technical
documents, source programs, and such other confidential
information as specified by the
Company.
	 
	 	 
	Article 3

	 	The Employee undertakes that, during his/her employment, he/she
will assume responsibilities for keeping confidential the
Company’s trade secrets, and will not disseminate, duplicate,
reprint, take with him/her, make public, disclose to any third
party, or dispose of the Company’s trade secrets without the
authorization by the Company; in case of an unauthorized
disclosure caused by the Employee, either on purpose or due to
negligence on the part of the Employee, the Employee shall be
liable for all damages so caused and shall compensate the
Company for such damages.
	 
	 	 
	Article 4

	 	The Employee undertakes that, during his/her employment, he/she
will not operate by himself/ herself or operate with others the
same type of business as the Company’s, and will not take a
part-time job of similar nature from another organization. The
Company shall have the right to initiate a legal actions against
the Employee and his/her employer of such part-time job in such
an event.
	 
	 	 
	Article 5

	 	The Employee agrees that at the time this Contract is executed,
the Employee has carefully reviewed the content of the
attachment entitled the “Confidentiality Clauses” and
understands the legal implications of each of these
“Confidentiality Clauses.”






PART VIII: The revision, revocation, and termination of this Contract




	 	 	 

	Article 1

	 	If the law, administrative regulations, and rules on which this
Contract is based are amended, the relevant contents of this
Contract shall be revised accordingly.
	 
	 	 
	Article 2

	 	If the actual situations on which this Contract is based have
significantly changed, which has rendered the performance of
this Contract impossible, the relevant contents of this Contract
may be amended upon the two parties’ agreement.
	 
	 	 
	Article 3

	 	The changes to this Contract will only be effective after Party
A and Party B have agreed on the changes and confirmed the
changes in writing after discussions.
	 
	 	 
	Article 4

	 	This Contract can be revoked after Party A and Party B have
reached an agreement thereon after discussion.
	 
	 	 
	Article 5

	 	In case of any of the following situations, the Company may
revoke this Contract and shall not be liable to the Employee for
any economic compensation. In addition, the Department of Human
Resources of the Company will keep a record and determine the
economic penalties based on the breaches and the seriousness
thereof.






	 	 	 	 	 	 	 

	 

	 	 	1.	 	 	The Employee did not meet the Company’s standards for hiring during the
probation period;
	 
	 	 	 	 	 	 
	 

	 	 	2.	 	 	The Employee seriously violated labor disciplines or rules and regulations
(such as absence from work, failure to complete the tasks assigned to him/her on
purpose);
	 
	 	 	 	 	 	 
	 

	 	 	3.	 	 	The Employee is found to be seriously negligent or trying to gain personal
advantage by using his/her influence in his/her position;
	 
	 	 	 	 	 	 
	 

	 	 	4.	 	 	The Employee has caused the Company to suffer losses because of bribery,
theft, or use of the Company’s or other employees’ property for his/her personal
advantage, serious negligence or misconduct, or actions that may result in serious
personal injury or damage to the Company’s property;
	 
	 	 	 	 	 	 
	 

	 	 	5.	 	 	The Employee engaged in business activities with the Company’s customers,
suppliers, or other partners that are not relevant to the Company’s business by
using the Company’s name or utilizing






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	 	 	 	 	 	his/her position in the Company;
	 
	 	 	 	 	 	 
	 

	 	 	6.	 	 	The Employee disclosed the Company’s confidential information or trade
secrets without authorization;
	 
	 	 	 	 	 	 
	 

	 	 	7.	 	 	The Employee refused to take the position assigned to him/her or refused
to be transferred to another
department;
	 
	 	 	 	 	 	 
	 

	 	 	8.	 	 	The Employee in a sales position failed to meet the requirements set forth
in the “Methods for Evaluating the Performance of Sales Persons” of the Company;
	 
	 	 	 	 	 	 
	 

	 	 	9.	 	 	Legal actions have been taken against the Employee in accordance with the
law because of criminal activities; and
	 
	 	 	 	 	 	 
	 

	 	 	10.	 	 	The Employee has been absent from work for a succession of 3 days
(inclusive) or for a total of 7 days (inclusive) within one year without cause or
reason. Such behavior will be regarded as a serious violation of the Company’s rules
and regulations.






	 	 	 

	Article 6

	 	After the Employee has completed the probation period and become a formal employee, if
one of the following situations exists, the Company can revoke this Contract provided the
Employee shall be given a 30-day notice thereof in writing, or shall be paid a total sum that
is equivalent to the Employee’s one-month salary before the termination of the employment in
lieu of notice:






	 	 	 	 	 	 	 

	 

	 	 	1.	 	 	The Employee is not able to perform the original duty nor can the Employee
perform other duties assigned by the Company after medical treatments for health
conditions or injuries outside of work;
	 
	 	 	 	 	 	 
	 

	 	 	2.	 	 	The Employee is no longer competent for his/her current position due to
his/her knowledge structure or ability to do the work, and he/she is still not
competent in his/her position according to the requirements of the Company after
receiving trainings or being transferred to another position;
	 
	 	 	 	 	 	 
	 

	 	 	3.	 	 	If the Company is on the verge of bankruptcy and is in the period of time
when the Company is going through restructuring or the production and operations are
experiencing serious difficulties, the Company may revoke this Contract after the
matter is explained to all employees of the Company, the Company has listened to the
opinions of the employees, and the relevant governmental administrative authority in
charge of labor affairs has been informed thereof.






	 	 	 

	Article 7

	 	In any of the following events, the Company may not revoke this Contract with the
Employee:






	 	 	 	 	 	 	 

	 

	 	 	1.	 	 	The Employee is sick or has been injured on the job, and is within the
period of time when medical treatment should be received in accordance with the
stipulations of the PRC Labor Law; and
	 
	 	 	 	 	 	 
	 

	 	 	2.	 	 	The Employee is a female and is pregnant, in the middle of prenatal
period, or breastfeeding period.






	 	 	 

	Article 8

	 	In the case of one of the following events, the Employee may inform the Company to
revoke this Contract:






	 	 	 	 	 	 	 

	 

	 	 	1.	 	 	The Employee is still during the probation time; provided that the Company
shall be given at least 7 days of written notice in advance and that the Employee
shall have made proper arrangement to hand over his/her work to other designated
employees; provided further that, in the event of failure of such notice or proper
handover, the Company reserves the right to impose economic penalties;
	 
	 	 	 	 	 	 
	 

	 	 	2.	 	 	The Company forces the Employee to work by using such means as force,
threat, confinement, or illegal restriction of personal freedom; and
	 
	 	 	 	 	 	 
	 

	 	 	3.	 	 	The Company fails to pay the compensation for the work or provide a proper
work environment.






	 	 	 

	Article 9

	 	Except for the probation time, during the term of this
Contract, the Employee has the right to resign from his/her
position and terminate this Contract; provided that the Company
shall be given a 30-day written prior notice; except where the
Employee has caused the Company to suffer economic losses and
the matter is pending conclusion or the Employee is otherwise
subject to investigation.
	 
	 	 
	Article 10

	 	If the Employee revokes this Contract in violation of
provisions hereof and causes the Company to






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	 	suffer losses, the Employee shall compensate the Company for the losses, including:






	 	 	 	 	 	 	 

	 

	 	 	1.	 	 	The cost for training the Employee paid by the Company, unless there are
other agreements between the two parties, in which case the matter shall be handled
in accordance with such other agreements;
	 
	 	 	 	 	 	 
	 

	 	 	2.	 	 	The Employee has caused direct economic losses to the Company; and
	 
	 	 	 	 	 	 
	 

	 	 	3.	 	 	Other costs indemnifiable by the Employee to the Company in accordance
with this Contract.
	 
	 	 	 	 	 	 
	 	 	 	Despite the completion of the procedures for the termination of the employment, if the
Employee is found to have caused the Company to suffer losses whether during or after
his/her employ at the Company as provided in this Contract, the Company shall have the
right to hold the Employee economically and legally liable and to seek compensation from
the Employee for the losses so suffered by the Company and/or injunction with respect to
the breaches by the Employee.






	 	 	 

	Article 11

	 	In the case of one of the following events, this Contract shall terminate
automatically:






	 	 	 	 	 	 	 

	 

	 	 	1.	 	 	This Contract expires according to its terms;
	 	 	 	 	 	 	 
	 

	 	 	2.	 	 	The conditions exist under which this Contract terminates as provided
herein;
	 	 	 	 	 	 	 
	 

	 	 	3.	 	 	The Employee has reached the legal retirement age as provided under the
relevant laws;
	 	 	 	 	 	 	 
	 

	 	 	4.	 	 	The Company is legally bankrupt or dissolved; and
	 	 	 	 	 	 	 
	 

	 	 	5.	 	 	Other situations as set forth in the relevant law, legal decrees, rules
and regulations.






	 	 	 

	Article 12

	 	Whatever the cause for the termination of this Contract, the Employee has the obligation to
cooperate with the Company to complete the proper procedures for the termination of the
employment. Before the procedures for the termination of the employment are completed, the
Company has the right to temporarily postpone the payment of one month’s salary.






PART IX: Liability for breach of this Contract and labor dispute




	 	 	 

	Article 1

	 	In the event of a labor dispute between the Company and the Employee, the two parties may
request that the matter be subject to mediation, arbitration, or judicial ruling. The arbitral
and judicial authorities should mediate the matter first.
	 
	 	 
	Article 2

	 	If the Employee has breached this Contract, the Company has the right to hold the Employee
liable (including imposing economic penalties up to the total of the Employee’s salaries for
12 months) and the right to terminate the employment. If the Company has breached this
Contract, the Employee reserves the right to seek economic compensation from the Company.
	 
	 	 
	Article 3

	 	A labor dispute shall be solved according to the following procedures:






	 	 	 	 	 	 	 

	 

	 	 	1.	 	 	The Employee’s supervisor or a representative from the Department of Human
Resources of the Company will try their best to solve the dispute through
negotiations.
	 
	 	 	 	 	 	 
	 

	 	 	2.	 	 	If the above mentioned efforts fail to solve the dispute, the General
Manager of the Company or the representative designated by the General Manager will
try once again on behalf of the Company to solve the dispute through negotiations.
	 
	 	 	 	 	 	 
	 

	 	 	3.	 	 	If the two parties still cannot reach an agreement after the
above-mentioned mediation efforts, either party or both parties of the labor dispute
may request arbitration by a labor dispute arbitral committee.
	 
	 	 	 	 	 	 
	 

	 	 	4.	 	 	If either party does not agree with such arbitral award, said party may
initiate a lawsuit at the local People’s Court within 15 days after said party is
informed of the arbitral award.






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PART X: Miscellaneous




	 	 	 

	Article 1

	 	This Contract falls into the category of
the Company’s confidential information about the
management of human resources. The Employee shall not
disclose such information to anyone in violation of
his/her confidentiality obligations hereunder. If
there has been an unauthorized disclosure, the Company
reserves the right to take actions against the
Employee for the unauthorized disclosure (including
economic penalties up to the total of the Employee’s
salaries for 12 months) and the right to terminate the
Employee’s employment.
	 
	 	 
	Article 2

	 	During the term of this Contract, if the
Employee cannot continue to work with the Company for
reasons related to the Employee’s employment history
register that is kept by the original employer and the
household register, or other reasons related to
personnel relation control, the Company has the right
to deduct the Employee’s salary. If the Company has
suffered additional economic losses therefrom, the
Employee has the obligation to compensate the Company.
	 
	 	 
	Article 3

	 	For any dispute arising from the Employee’s
employment history register that is kept by the
original employer, the household register or other
matters related to personnel relation control, the
Company shall not assume any joint and several
obligations.
	 
	 	 
	Article 4

	 	The rules and regulations published by the
Company through various official channels and all
agreements entered into and between the Company and
the Employee are regarded as the appendices to this
Contract.
	 
	 	 
	Article 5

	 	If the Employee is in violation of the labor
disciplines, the Company may, in accordance with the
Company’s rules and regulations, take disciplinary
actions, including the termination of this Contract.
	 
	 	 
	Article 6

	 	For matters that are not covered by this
Contract or if this Contract is in conflict with the
relevant stipulations set forth by the relevant
national and/or local government, the relevant
stipulations shall prevail.
	 
	 	 
	Article 7

	 	This Contract is executed in two
counterparts with equal legal effect, and Party A and
Party B shall each keep one copy. This Contract shall
come into effect upon signature and seal by both
parties.






	 	 	 

	Party A (seal)

	 	Party B: (signature and seal)
	 
	 	 
	Legal representative or authorized agent
	 	 
	(signature and seal)
	 	 
	 
	 	 
	Date of Execution: [specify]

	 	Date of Execution: [specify]







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Confidential Clauses




     In consideration of compensation made by Party A to Party B, the two parties have
entered into the following agreements with regard to matters related to Party A’s confidential
technical information and other trade secrets during and after the time of Party B’s employment
with Party A:



     Article 1. The two parties acknowledge that the invention, work, computer software,
confidential technical information, or other trade secrets generated by Party B during his/her
time of employment with Party A when performing his/her duties or by mainly using the physical
technical setup and business information shall be owned by Party A. Party A can use such
invention, work, computer software, confidential technical information, or other trade secrets
freely and to their full extent within Party A’s scope of business operations in connection with
its production and operations or transfer them to a third party. Party B shall, upon Party A’s
request, provide all necessary information and take all necessary steps, including filing for
application and registration, to assist Party A in its effort to obtain and use the relevant
intellectual property.



     The relevant right to the invention and the right to claim authorship and other moral rights
to the above stated invention, work, computer software, confidential technical information and
other trade secrets shall be owned by Party B in the capacity of the inventor, creator, or
developer. Party A shall respect Party B’s moral rights and assist Party B in exercising these
rights.



     Article 2. With regard to the invention, work, computer software, confidential technical
information and other trade secrets that were created by Party B during his/her time of employment
with Party A and that are related to Party A’s business, if Party B intends to claim the
intellectual property thereof, Party B shall make it clear to Party A as earlier as possible. If
Party A has verified that any of the invention, work, computer software, confidential technical
information and other trade secrets is not the results of the employment, Party B shall own the
intellectual property, and Party A shall not utilize these results in its production, operation,
or transfer them to a third party without the explicit authorization by Party B.



     If Party B does not claim the right, and it is inferred that any of the invention, work,
computer software, confidential technical information and other trade secrets is the results of
employment, Party A can utilize these results in its production, operation, or transfer them to a
third party. Even if it is proved later that it is not the results of employment, Party B shall
not claim that Party A is economically liable therefor. After Party B has claimed the right, if
Party A disputes the right and ownership of the results, the matter may be settled through
negotiations; if the negotiations fail, the dispute may be solved through litigation or
arbitration.



     Article 3. During the time of his/her employment with Party A, Party B shall abide by any
written or unwritten rules and regulations regarding confidentiality set forth by Party A and
assume his/her responsibilities in terms of confidentiality in connection with his/her duties.



     In the areas where Party A’s rules and regulations do not provide any guideline or do not
provide a clear guideline, Party B shall also take necessary and reasonable measures in a prudent
and honest manner to keep confidential any confidential technical information and other trade
secrets that he/she has come to know or hold during the time of his/her employment and that are
owned by Party A or owned by a third party but Party A has assumed the responsibility for their
confidentiality.



     Article 4. Unless it is necessary for the purpose of performing his/her duties, Party B
undertakes that, without Party A’s agreement, Party B shall not disclose, disseminate, publicize,
release, publish, transmit, transfer, or otherwise let any third party (including a Party A’s
employee who should not know the confidential information according to the requirements of the
regulations regarding confidentiality) know any confidential technical information and other trade
secrets that are owned by



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Party A or owned by a third party but Party A has assumed the responsibility for their
confidentiality, nor shall he/she use such confidential information other than when performing
his/her duties.




     If Party B’s supervisor agrees that Party B may disclose or use relevant confidential
technical information or other trade secrets, Party A is deemed to have agreed to do so unless
Party A has explicitly clarified that said supervisor does not have the authority to do so.



     Article 5. Both parties agree that Party B shall have the same obligations to keep
confidential or not to use without authorization the confidential technical information and other
trade secrets that he/she was exposed to or has come to know during the time of his/her employment
with Party A and that are owned by Party A or owned by a third party but Party A has assumed the
responsibility for their confidentiality after his/her employment is terminated regardless the
cause for such termination of Party B’s employment.



     The term of Party B’s obligation of confidentiality after the termination of his/her
employment is indefinite until Party A makes an announcement that the information is no longer
confidential or the confidential information has in fact been known to the general public.



     Article 6. Party B undertakes that during the time when he/she is performing his/her duties
for Party A, he/she will not use any confidential technical information or other trade secrets
owned by any other party without authorization, nor will he/she decide for himself/herself to
carry out an action that might infringe on the intellectual property of other parties.



     If Party B is in violation of the foregoing undertaking and has caused Party A to be sued for
infringement of right by a third party, Party B shall be responsible for all costs paid by Party A
in its effort to defend itself; shall Party A be found liable for infringement of right, it shall
have the right to request payment from Party B. The above mentioned legal fees and liability for
infringement of rights can be deducted from Party B’s salary.



     Article 7. If Party B, when performing his/her duties, has inevitably infringed on the
intellectual property of other parties as a result of following Party A’s explicit request or in
an effort to complete the tasks that were assigned to him/her explicitly by Party A, and Party A
has been sued by a third party for infringement of right, Party B shall not be responsible for the
legal fees and the liability for the infringement. A request by or a task assigned by Party B’s
supervisor is deemed to be a request by or a task assigned by Party A, unless Party A has
explicitly clarified that said supervisor does not have the authority.



     Article 8. All documents, data, charts, notes, reports, letters, faxes, tapes, disks,
instruments and media of any other form in the possession of or kept by Party B for the purpose of
performing his/her duty which carry Party A’s confidential information are Party A’s property
regardless if such confidential information has any business values.



     If the media that carries confidential information is provided by Party B, Party B is deemed
to have transferred the ownership of these media to Party A. When returning the media to Party B,
Party A shall pay Party B an amount that is equivalent to the value of the media itself by way of
compensation.



     Article 9. Party B shall, when the employment is terminated, or upon Party A’s request,
return all Party A’s property to Party A, including the media that carries Party A’s confidential
information.



     If the media which has confidential information recorded in it was provided by Party B, and
the confidential information can be removed from or copied from the media, Party A can duplicate
the confidential information to another media owned by Party A and delete the confidential
information from



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the original media. In this case, Party B does not need to return the media, and Party A does
not need to compensate Party B.




     Article 10. The “confidential technical information” as mention herein includes but not
limited to technical solution, engineering design, circuit design, manufacturing method, formula,
process, technical index, computer software, database, record of research and development,
technical report, test report, test data, test result, drawing, samples, sample machine, models
die set, operator’s manual, technical archives, relevant correspondences, etc. The “other trade
secrets” as mentioned herein includes but not limited to list of customers, marketing plan,
information related to purchasing, pricing policy, financial data, purchasing channel, etc.



     Article 11. The indication of “the time of employment” as mentioned herein is the salary that
Party B receives from Party A and the time of employment is the time of employment represented by
the salary. The time of employment includes overtime beyond normal work hours, regardless if the
overtime work is done in Party A’s premises.



     The “termination of employment” as mentioned herein shall mean the time either party
explicitly expresses the intention to terminate the employment relation or resign. If Party B has
refused to receive his/her salary and stopped performing his/her duties, Party B is deemed to have
resigned from his/her position. If Party A has refused to pay Party B’s salary in part or in whole
without a proper reason, by such action Party A is deemed to have terminated Party B’s employment.



     Article 12. If any dispute arising from these Clauses cannot be solved through negotiations,
either party has the right to initiate a lawsuit. Both parties agree that a People’s Court in
Party A’s domicile which satisfies the requirements for the correct level of jurisdiction shall be
the first competent trial court. The foregoing agreement does not affect Party A’s right to
request an administrative decision on an infringement of right by an intellectual property
authority.



     Article 13. If Party B is in violation of any of the “Confidentiality Clauses,” he/she shall
pay a one-time penalty that is equal to his/her 12 months’ salary; regardless the payment of the
penalty, Party A has the right to terminate its employment relation with Party B without prior
notice. If Party B’s violation has caused Party A to suffer losses, Party B should compensate
Party A for its losses. The penalty cannot be used in lieu of the compensation for such losses.



     Article 14. As an appendix to the Employment Contract, these “Confidentiality Clauses” shall
become effective on the day the Employment Contract is signed and seals are affixed.



     Article 15. If these “Confidentiality Clauses” are in conflict with any prior verbal or
written agreements, these “Confidentiality Clauses” shall prevail. The amendment to these
“Confidentiality Clauses” shall be made in a written form agreed on by the two parties.



     Article 16. The two parties acknowledge that before the relevant Employment Contract is
executed, they have carefully reviewed the content of these “Confidentiality Clauses” and
understand the legal implications of each of these “Confidentiality Clauses.”




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