Exhibit
10.5


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (the “Agreement”)
is entered into as of
                                
by and between ChinaCache International Holdings Ltd., a company incorporated
and existing under the laws of the Cayman Islands (the “Company”) and
                          ,
an individual (the “Executive”). The term “Company” as used herein with
respect to all obligations of the Executive hereunder shall be deemed to
include the Company and all of its direct or indirect subsidiaries and
affiliates (collectively, the “Group”).


 


RECITALS


 


A.            The
Company desires to employ the Executive and to assure itself of the services of
the Executive during the term of Employment (as defined below).


 


B.            The
Executive desires to be employed by the Company during the term of Employment
and under the terms and conditions of this Agreement.


 


AGREEMENT


 


The parties hereto agree as follows:


 


1.                                      POSITION


 


The Executive hereby
accepts a position of
                          
(the “Employment”) of the
Company.


 


2.                                      TERM


 


Subject to the terms and
conditions of this Agreement, the initial term of the Employment shall be
             years,
commencing on                       ,
20     (the “Effective Date”), until
                      ,
20     , unless terminated earlier pursuant to the
terms of this Agreement.  Upon expiration
of the initial term, the Employment shall be automatically extended for
successive one-year terms unless either party gives the other party hereto a
one-month prior written notice to not renew the Employment upon the expiration
of such one-year term or unless terminated earlier pursuant to the terms of
this Agreement.


 


3.                                      PROBATION


 


There is no probation
period for the Employment.


 


4.                                      DUTIES AND RESPONSIBILITIES


 


The Executive’s duties at
the Company will include all jobs assigned by the Board of Directors of the
Company (the “Board”) or, if authorized by the Board, by the Company’s
Chief Executive Officer.


 


The Executive shall devote all of his/her working
time, attention and skills to the performance of his/her duties at the Company
and shall faithfully and diligently serve the Company  in
accordance with this Agreement and the guidelines,
policies and procedures of the Company approved from time to time by the
Board.


 

















 


The Executive shall use his/her best efforts to
perform his/her duties hereunder.  The
Executive shall not, without the prior written consent of the Board, become an
employee or consultant of any entity other than the Company and/or any member of the Group, and shall not carry on or be interested
in the business or entity that
competes with that carried on by the Group (any such business or entity, a “Competitor”),
provided that nothing in this clause shall preclude the Executive from holding
any shares or other securities of any Competitor that is listed on any
securities exchange or recognized securities market anywhere.  The Executive shall notify the Company in
writing of his/her interest in such shares or securities in a timely manner and
with such details and particulars as the Company may reasonably require.


 


5.                                      NO BREACH OF CONTRACT


 


The Executive hereby
represents to the Company that: (i) the execution and delivery of this
Agreement by the Executive and the performance by the Executive of the
Executive’s duties hereunder shall not constitute a breach of, or otherwise
contravene, the terms of any other agreement or policy to which the Executive
is a party or otherwise bound, except for agreements that are required to be
entered into by and between the Executive and any member of the Group pursuant
to applicable law of the jurisdiction where the Executive is based, if any;
(ii) that the Executive has no information (including, without limitation,
confidential information and trade secrets) relating to any other person or
entity which would prevent, or be violated by, the Executive entering into this
Agreement or carrying out his/her duties hereunder; and (iii) that the
Executive is not bound by any confidentiality, trade secret or similar
agreement with any other person or entity except for other member(s) of
the Group, as the case may be.


 


6.                                      LOCATION


 


The Executive will be
based in Beijing, China until both parties hereto agree to change otherwise.


 


7.                                      COMPENSATION AND BENEFITS


 


(a)                                  Cash Compensation.  The Executive’s cash compensation shall be
provided by the Company pursuant to Schedule A hereto, subject to annual
review and adjustment by the Board.


 


(b)                                 Equity Incentives.  To the extent the Company adopts and
maintains a share incentive plan, including but not limited to the 2007 Stock
Incentive Plan, 2008 Stock Incentive Plan or 2010 Stock Incentive Plan, the
Executive will be eligible for participating in such plan pursuant to the terms
and conditions thereof as determined by the Board, and any award granted thereunder
will be governed by an award agreement to be entered into separately between
the Company and the Executive.


 


(c)                                  Benefits.  The Executive is eligible for participation
in any standard employee benefit plan of the Company that currently exists or may
be adopted by the Company in the future, including, but not limited to, any
retirement plan, life insurance plan, health insurance plan and annual holiday
plan.


 


8.                                      TERMINATION OF THE AGREEMENT


 


(a)                                  By the Company.  The Company may terminate the Employment for
cause, at any time, without advance notice or remuneration, if (1) the
Executive is convicted or pleads guilty to a felony or to an act of fraud,
misappropriation or embezzlement, (2) the Executive has


 


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been
negligent or acted dishonestly to the detriment of the Company, (3) the
Executive has engaged in actions amounting to misconduct or failed to perform
his/her duties hereunder and such failure continues after the Executive is
afforded a reasonable opportunity to cure such failure, (4) the Executive
has died, or (5) the Executive has a disability which shall mean a
physical or mental impairment which, as reasonably determined by the Board,
renders the Executive unable to perform the essential functions of his/her
employment with the Company, even with reasonable accommodation that does not
impose an undue hardship on the Company, for more than 180 days in any 12-month
period, unless a longer period is required by applicable law, in which case that
longer period would apply.  In addition,
the Company may terminate the Employment without cause, at any time, upon
one-month prior written notice to the Executive.  Upon termination without cause, the Company
shall provide compensation to the Executive as expressly required by applicable
law of the jurisdiction where the Executive is based.


 


(b)                                 By the Executive.  The Executive may terminate the Employment at
any time with a one-month prior written notice to the Company, if
(1) there is any significant change in the Executive’s authorities and
responsibilities inconsistent in any material and adverse respect with his/her
title and position, or (2) there is a material reduction in the Executive’s
annual salary before the next annual salary review.  In addition, the Executive may resign prior
to the expiration of this Agreement if such resignation is approved by the
Board or an alternative arrangement with respect to the Employment is agreed to
by the Board.


 


(c)                                  Notice of Termination.  Any termination of the Executive’s employment
under this Agreement shall be communicated by written notice of termination
from the terminating party to the other party. 
The notice of termination shall indicate the specific
provision(s) of this Agreement relied upon in effecting the termination.


 


9.                                      CONFIDENTIALITY AND NONDISCLOSURE


 


(a)                                  Confidentiality and Non-disclosure.  In the course of the Executive’s services,
the Executive may have access to the Company and/or the Company’s clients’
and/or prospective clients’ trade secrets and confidential information,
including but not limited to those embodied in memoranda, manuals, letters or
other documents, computer disks, tapes or other information storage devices,
hardware, or other media or vehicles, pertaining to the Company and/or the
Company’s clients’ and/or prospective clients’ business.  All such trade secrets and confidential
information are considered confidential. 
All materials containing any such trade secret and confidential
information are the property of the Company and/or the Company’s clients and/or
prospective clients, and shall be returned to the Company and/or the Company’s
clients and/or prospective clients upon expiration or earlier termination of
this Agreement.  The Executive shall not
directly or indirectly disclose or use any such trade secret or confidential
information, except as required in the performance of the Executive’s duties in
connection with the Employment, or pursuant to applicable law.


 


(b)                                 Trade Secrets.  During and after the Employment, the Executive
shall hold the Trade Secrets (as defined below) in strict confidence; the
Executive shall not disclose the Trade Secrets to anyone except other employees
of the Company who have a need to know the Trade Secrets in connection with the
Company’s business.  The Executive shall
not use the Trade Secrets other than for the benefits of the Company.


 


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“Trade Secrets” means information deemed
confidential by the Company, treated by the Company or which the Executive
knows or ought reasonably to have known to be confidential, and trade secrets,
including without limitation designs, processes, pricing policies, methods,
inventions, conceptions, technology, technical data, financial information,
corporate structure and know-how, relating to the business and affairs of the
Company and its subsidiaries, affiliates and business associates, whether
embodied in memoranda, manuals, letters or other documents, computer disks,
tapes or other information storage devices, hardware, or other media or
vehicles.  Trade Secrets do not include
information generally known or released to public domain through no fault of
the Executive.


 


(c)                                 Former Employer Information.  The
Executive represents and agrees that, during the term of his/her employment
with the Company, he/she has not improperly used or disclosed, and will not
improperly use or disclose, any proprietary information or trade secrets of any
former employer or other person or entity with which the Executive has an agreement
to keep in confidence information acquired by the Executive, if any.  The Executive will indemnify the Company and
hold it harmless from and against all claims, liabilities, damages and
expenses, including reasonable attorneys’ fees and costs of suit, arising out
of or in connection with any violation of the foregoing.


 


(d)                                 Third Party Information.   The
Executive recognizes that the Company may have received, and in the future may
receive, from third parties their confidential or proprietary information
subject to a duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes.  The Executive agrees that the Executive owes
the Company and such third parties, during the Executive’s employment by the
Company and thereafter, a duty to hold all such confidential or proprietary
information in the strictest confidence and not to disclose it to any person or
firm and to use it in a manner consistent with, and for the limited purposes
permitted by, the Company’s agreement with such third party.


 


This Section 9 shall
survive the termination of this Agreement for any reason.  In the event the Executive breaches this
Section 9, the Company shall have right to seek remedies permissible under
applicable law.


 


10.                               INVENTIONS


 


(a)                                  Inventions Retained and Licensed.   The Executive has attached hereto, as Schedule
B, a list describing all inventions, ideas, improvements, designs and
discoveries, whether or not patentable and whether or not reduced to practice,
original works of authorship and trade secrets made or conceived by or
belonging to the Executive (whether made solely by the Executive or jointly
with others) that (i) were developed by the Executive prior to the
Executive’s employment by the Company (collectively, “Prior Inventions”),
(ii) relate to the Company’ actual or proposed business, products or
research and development, and (iii) are not assigned to the Company
hereunder; or, if no such list is attached, the Executive represents that there
are no such Prior Inventions.  Except to
the extent set forth in Schedule B, the Executive hereby acknowledges
that, if in the course of his/her service for the Company, the Executive
incorporates into a Company product, process or machine a Prior Invention owned
by the Executive or in which he/she has an interest, the Company is hereby
granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide right and license (which may be freely transferred by the Company to
any other person or entity) to make, have made, modify, use, sell, sublicense
and


 


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otherwise
distribute such Prior Invention as part of or in connection with such product,
process or machine.


 


(b)                                 Disclosure and Assignment of Inventions.  The Executive understands that the Company
engages in research and development and other activities in connection with its
business and that, as an essential part of the Employment, the Executive is
expected to make new contributions to and create inventions of value for the
Company.


 


From and after the
Effective Date, the Executive shall disclose in confidence to the Company all
inventions, improvements, designs, original works of authorship, formulas,
processes, compositions of matter, computer software programs, databases, mask
works and trade secrets (collectively, the “Inventions”), which the
Executive may solely or jointly conceive or develop or reduce to practice, or
cause to be conceived or developed or reduced to practice, during the period of
the Executive’s Employment at the Company. 
The Executive acknowledges that copyrightable works prepared by the
Executive within the scope of and during the period of the Executive’s
Employment with the Company are “works for hire” and that the Company will be
considered the author thereof.  The
Executive agrees that all the Inventions shall be the sole and exclusive
property of the Company and the Executive hereby assigns all his/her right,
title and interest in and to any and all of the Inventions to the Company or
its successor in interest without further consideration.


 


(c)                                  Patent and Copyright Registration.  The Executive agrees to assist the Company in
every proper way to obtain for the Company and enforce patents, copyrights,
mask work rights, trade secret rights, and other legal protection for the
Inventions.  The Executive will execute
any documents that the Company may reasonably request for use in obtaining or
enforcing such patents, copyrights, mask work rights, trade secrets and other
legal protections.  The Executive’s
obligations under this paragraph will continue beyond the termination of the
Employment with the Company, provided that the Company will reasonably
compensate the Executive after such termination for time or expenses actually
spent by the Executive at the Company’s request on such assistance.  The Executive appoints the Secretary of the
Company as the Executive’s attorney-in-fact to execute documents on the
Executive’s behalf for this purpose.


 


(d)                                 Return of Confidential Materials.  In the event of the Executive’s termination
of employment with the Company for any reason whatsoever, the Executive agrees
promptly to surrender and deliver to the Company all records, materials,
equipment, drawings, documents and data of any nature pertaining to any
confidential information or to his/her employment, and the Executive will not
retain or take with him/her any tangible materials or electronically stored
data, containing or pertaining to any confidential information that the
Executive may produce, acquire or obtain access to during the course of his/her
employment.


 


This Section 10 shall survive the termination
of this Agreement for any reason.  In the
event the Executive breaches this Section 10, the Company shall have right
to seek remedies permissible under applicable law.


 


11.                               NON-COMPETITION AND NON-SOLICITATION


 


In consideration of the base salary provided to the
Executive by the Company hereunder, the adequacy of which is hereby
acknowledged by the parties hereto, the Executive agrees that during


 


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the term of the Employment and for a period of one
year following the termination of the Employment for whatever reason:


 


(a)                                  The Executive will not approach clients, customers or contacts of the
Company or other persons or entities introduced to the Executive in the
Executive’s capacity as a representative of the Company for the purposes of
doing business with such persons or entities which will harm the business
relationship between the Company and such persons and/or entities;


 


(b)                                 unless expressly consented to by
the Company, the Executive will not assume employment with or provide services
as a director or otherwise for any Competitor, or engage,
whether as principal, partner, licensor or otherwise, any Competitor; and


 


(c)                                  unless expressly consented to by
the Company, the Executive will not seek directly or indirectly,
by the offer of alternative employment or other inducement whatsoever, to
solicit the services of any employee of the Company employed as at or after the
date of such termination, or in the year preceding such termination.


 


The provisions contained in this Section 11
are considered reasonable by the Executive and the Company.  In the event that any such provisions should
be found to be void under applicable laws but would be valid if some part
thereof was deleted or the period or area of application reduced, such
provisions shall apply with such modification as may be necessary to make them
valid and effective.


 


This Section 11 shall survive the termination
of this Agreement for any reason.  In the
event the Executive breaches this Section 11, the Executive acknowledges
that there will be no adequate remedy at law, and the Company shall be entitled
to injunctive relief and/or a decree for specific performance, and such other
relief as may be proper (including monetary damages if appropriate).  In any event, the Company shall have right to
seek all remedies permissible under applicable law.


 


12.                               WITHHOLDING TAXES


 


Notwithstanding
anything else herein to the contrary, the Company may withhold (or cause there
to be withheld, as the case may be) from any amounts otherwise due or payable
under or pursuant to this Agreement such national, provincial, local or any
other income, employment, or other taxes as may be required to be withheld
pursuant to any applicable law or regulation.


 


13.                               ASSIGNMENT


 


This
Agreement is personal in its nature and neither of the parties hereto shall,
without the consent of the other, assign or transfer this Agreement or any
rights or obligations hereunder; provided, however, that (i) the Company
may assign or transfer this Agreement or any rights or obligations hereunder to
any member of the Group without such consent, and (ii) in the event of a
merger, consolidation, or transfer or sale of all or substantially all of the
assets of the Company with or to any other individual or entity, this Agreement
shall, subject to the provisions hereof, be binding upon and inure to the
benefit of such successor and such successor shall discharge and perform all
the promises, covenants, duties, and obligations of the Company hereunder.


 


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14.                               SEVERABILITY


 


If
any provision of this Agreement or the application thereof is held invalid, the
invalidity shall not affect other provisions or applications of this Agreement
which can be given effect without the invalid provisions or applications and to
this end the provisions of this Agreement are declared to be severable.


 


15.                               ENTIRE AGREEMENT


 


This Agreement
constitutes the entire agreement and understanding between the Executive and
the Company regarding the terms of the Employment and supersedes all prior or
contemporaneous oral or written agreements concerning such subject matter.  The Executive acknowledges that he/she has
not entered into this  Agreement in
reliance upon any representation, warranty or undertaking which is not set
forth in this Agreement.


 


16.                               GOVERNING LAW


 


This Agreement shall be
governed by and construed in accordance with the law of the State of New York,
U.S.A.


 


17.                               AMENDMENT


 


This
Agreement may not be amended, modified or changed (in whole or in part), except
by a formal, definitive written agreement expressly referring to this
Agreement, which agreement is executed by both of the parties hereto.


 


18.                               WAIVER


 


Neither
the failure nor any delay on the part of a party to exercise any right, remedy,
power or privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise of the same or of any right, remedy,
power or privilege, nor shall any waiver of any right, remedy, power or
privilege with respect to any occurrence be construed as a waiver of such
right, remedy, power or privilege with respect to any other occurrence.  No waiver shall be effective unless it is in
writing and is signed by the party asserted to have granted such waiver.


 


19.                               NOTICES


 


All
notices, requests, demands and other communications required or permitted under
this Agreement shall be in writing and shall be deemed to have been duly given
and made if (i) delivered by hand, (ii) otherwise delivered against
receipt therefor, or (iii) sent by a recognized courier with next-day or
second-day delivery to the last known address of the other party.


 


20.                               COUNTERPARTS


 


This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original as against any party whose signature appears thereon, and
all of which together shall constitute one and the same instrument.  This Agreement shall become binding when one
or more counterparts hereof, individually or taken together, shall bear the
signatures of all of the parties reflected hereon as the signatories.  Photographic copies of such signed
counterparts may be used in lieu of the originals for any purpose.


 


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21.                               NO INTERPRETATION AGAINST DRAFTER


 


Each party recognizes that this Agreement is a
legally binding contract and acknowledges that such party has had the
opportunity to consult with legal counsel of choice.  In any construction of the terms of this
Agreement, the same shall not be construed against either party on the basis of
that party being the drafter of such terms.


 


[Remainder
of this page has been intentionally left blank.]


 


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IN WITNESS WHEREOF, this Agreement
has been executed as of the date first written above.


 


	
   

  	
  ChinaCache International Holdings Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Executive

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  
	
   

  	
  Name:

  	
   

  
					



 

















 


Schedule A


 


Cash Compensation


 


	
   

  	
   

  	
  Amount

  	
   

  	
  Pay Period

  
	
  Base Salary

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash Bonus

  	
   

  	
  .

  	
   

  	
   

  



 


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Schedule B


 


List of Prior Inventions


 


	
  Title

  	
   

  	
  Date

  	
   

  	
  Identifying
  Number

  or Brief Description

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
    No
  inventions or improvements

  	
   

  
	
   

  	
    Additional
  Sheets Attached

  	
   

  
	
  Signature of Executive:

  	
   

  	
   

  
	
  Print Name of Executive:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
						



 


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