Exhibit
10.6


 


CONFIDENTIALITY,
NON-COMPETITION AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT


 


Party A: Beijing Bona New World Media
Technology Co., Ltd.


Address:


Legal Representative: Yu Dong


 


Party B:


Sex:


Zip Code:


Home Address:


Telephone No.:


ID/Passport Number:


 


Whereas:


 


1.                      Party A is a limited liability company
registered in Beijing, the People’s Republic of China (the “PRC”);


 


2.                      Party B is employed by Party A and
receives corresponding compensation now and hereafter by Party A pursuant to
the employment agreement entered into by and among Party A and Party B.


 


In purpose of clarifying the intellectual property
rights, trade secrets and non-competition issues, the Parties have agreed upon
the following terms which shall bind the Parties.


 


1.                    Confidential Information


 


1.1                     All the information that are of business
value to Party A, which was developed, created or discovered by Party A with
the resources of Party A, or in the name of Party A, or was known to Party A,
or transferred to Party A, including but not limited to technical secrets and
trade secrets.


 


1.2                     Technical secrets mentioned in this
Agreement include, but are not limited to technical plans, project designs,
circuit designs, manufacturing methods, formulae, process flows, technical
norms, computer software, database, development plans, records for research and
development, technical reports, inspection reports, experimental data,
examination results, blueprints, samples, prototypes, moulds, operation
manuals, technical documentation, relevant correspondences and etc.


 


1.3                     Trade secrets mentioned in this Agreement
include, but are not limited to customer lists, marketing plans, purchasing
documentation, pricing policy, financial documentation, purchasing channels,
information about legal business and human resources, salaries of other
employees, customer information relating to business of Party A, and
information obtained by Party A from third parties upon which Party A is under
confidential obligations.


 


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2.                    Media of Confidential
Information


 


2.1                     All documents, information, photographs,
diagrams, notes, reports, letters, faxes, magnetic tapes, disks, apparatus and
any other forms of media, which are containing Confidential Information of
Party A and held or kept by Party B due to his/her work, shall be owned by
Party A, no matter whether the Confidential Information has business value.


 


2.2                     Party B shall return Party A all the
properties and media containing Confidential Information owned by Party A upon
Party A’s request or Party B’s dimission (whatever the reason is), and shall
not reproduce, hold or give the media abovementioned to any other person
without authorization of Party A.


 


2.3                     If the aforesaid media containing
Confidential Information of Party A belong to Party B, Party A shall make
corresponding economic compensation equivalent of the value of the media itself
to Party B when Party B returns such media to Party A.


 


3.                    Bylaws on Maintenance of
Confidentiality


 


3.1                     During the term of Party B’s employment
with Party A, Party B shall abide by the bylaws of Party A regarding the
confidentiality and perform his/her confidential obligations corresponding with
his/her working position.


 


3.2                     In case the bylaws on maintenance of
confidentiality are not clear, Party B shall take necessary and reasonable
measures with good faith, prudence and conscientiousness, to safeguard
technical secrets and trade secrets known or possessed by Party B during the
term of his/her employment with Party A. The aforesaid secrets can be those
belonging to Party A, or those that belong to third parties but Party A is
obligated to keep confidential.


 


4.                    Term of Employment


 


4.1                     The term of employment in this Agreement
means the longer of the following: the period from the day on which Party B
receives salaries from Party A to the day on which Party A terminates granting
salaries to Party B or Party B terminates receiving salaries from Party A, or
the term provided in the employment agreement.


 


4.2                     The dimission in this Agreement means
that any Party clearly demonstrates the will to


 


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terminate the employment
and puts such will into practice, including but not limited to normal and
abnormal dimission, such as resignation and discharge.


 


5.                    Confidentiality
Obligations


 


5.1                     Except for the need of performing his/her
duties, Party B shall not disclose, disseminate, publicize, release, impart,
transfer to any third parties (including but not limited to other employees who
are not entitled to know Confidential Information in accordance with Party A’s
confidentiality administrations) or let such third parties know in any other
way without written authorization of Party A in advance, any technical secrets
or other trade secrets that belong to Party A or that belong to other parties
but Party A is obligated to keep confidential.


 


5.2                     It will be regarded that Party A has
agreed that Party B may disclose or use Confidential Information once Party B’s
superior manager has agreed in writing to let Party B do so, provided that
Party A has clearly stated in advance that such superior manager had been
granted such power.


 


5.3                     Without written consent of Party A, Party
B shall not inquiry, disclose or discuss the salary, bonus, welfare, option or
any other payments to or with any other persons except for the direct relatives
of Party B.


 


5.4                     Confidentiality Information and
Obligations provided in this Agreement shall not only apply to Party A itself,
but also its affiliated institutions, including but not limited to all the
branches, parent companies, wholly-owned and partially-owned companies.


 


6.                    Intellectual Property
Rights


 


During the term of his/her employment with Party A,
Party B shall promptly make full disclosure to Party A, all the creations,
inventions, discoveries, designs, development products, improvements, works,
computer software, semi-conductor chips, written documents upon which he/she
has copyrights, technical secrets and trade secrets designed, developed or
practiced alone or collectively with others which are relevant to the current
or potential business, products or research and development of Party
A(collectively referred to as “Products”).


 


6.1                     Products Made for Hire


 


6.1.1                  The Parties acknowledge that Party A
solely has all the intellectual property rights on all Products made by Party B
during the period of Party B’s employment with Party A which are produced upon
the duties of Party B or the tasks assigned to 


 


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him by Party A or its
designee, or created mainly with the materials and technical resources of Party
A, or on the Products created within one year after Party B’s dimission, which
are relevant to the job or assigned tasks done by Party B for Party A.  Party A is entitled to use or transfer these
Products. Within the maximum scope allowed by law, Party B is obligated to
provide all the necessary information documentation and take all the necessary
actions, to assist Party A to prove, acquire, maintain, protect, achieve, or defend
for relevant rights related to these Products, including but not limited to
patent application, trademark registration, copyright (software) registration
and/or assistance or cooperation in legal disputes, and assisting Party A to
acquire and exercise relevant intellectual property rights.  For the above purpose, Party B hereby
irrevocably appoints Party A and/or its authorized senior manager to be Party
B’s representative with full power to execute relevant documentation and
exercise any legal act.


 


6.1.2                  The rights of authorship of the aforesaid
Products generally belong to Party A. If the law stipulates so and Party B
requests so in writing, the rights of authorship belong to Party B who is the
inventor, creator or designer, and Party B is entitled to be granted
corresponding bonus in accordance with relevant regulations of Party A.


 


6.2                     Products Not Made for
Hire


 


6.2.1                  If Party B claims the intellectual
property rights of the products completed by Party B during the term of
employment or inventions and creations related to his/her job or assigned tasks
in Party A made by him/her within one year after resignation, retirement or
transferring, he/she shall promptly make a statement to Party A in writing.
After written approval of Party A who considers them as Products Not Made for
Hire, Party B has the intellectual property rights.  If Party B assigns or gives permission to use
these Products Not Made for Hire, Party A has the priority to be assigned such
products.


 


6.2.2                  If Party B does not make the above
statement, the products are presumed to be Products Made for Hire, and Party A
may use or assign to third parties these Products. Even though these Products
are proved to be Products Not Made for Hire in the future, Party B shall not
request Party A to undertake any liabilities and/or compensate benefits to
Party B.


 


6.3                     Statements,
Representations and Warranties


 


6.3.1                  Party B has enclosed the Memorandum List
attached hereto as the Exhibit A, and provided relevant proofs, showing
all the products made prior to his/her 


 


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employment with Party A
and owned by him/her. Party A confirms, through its signature and seal on the
attached list, that these products have not been included in this Agreement.


 


6.3.2                  Party B states that during his/her
employment with Party A, he/she has not used or disclosed and will not use or
disclose any confidential information, technical secrets, trade secrets or any
products belonging to past employers, principals, partners, cooperators and
clients (collectively referred to as “Former Employers”). In addition, Party B
will not bring any unpublished documents or any properties belonging to the
Former Employers to Party A, unless the Former Employers have consented. Party
B confirms that he/she has not breached and will not breach any agreements with
the Former Employers.


 


6.3.3                  Party B promises that he/she has not used
and will not use products, tools or software that infringes intellectual
property rights of others. Otherwise he/she will undertake corresponding
liabilities. Party B will not be liable, however, for the products, tools or
software that Party A instructed, arranged, or provided have infringed
intellectual property rights of others.


 


7.                    Term of Confidentiality


 


7.1                     No matter why Party B leaves, he/she
shall, within five years after dimission (since the day when he leaves),
safeguard any technical secrets or other trade secrets, exposed to or known by
Party A, that belong to Party A or that belong to other parties but Party A is
obligated to keep confidential, in the same way as he/she does during the term
of employment with Party A.


 


7.2                     Party B confirms that he/she shall enter
into a memorandum with Party A before dimission, in order to further clarify
relevant obligations and extent of confidentiality.


 


8.                    Employment Agreement


 


8.1                     Party B promises that during the term of
his/her employment with Party A, he/she will not accept any other employment,
except for matters disclosed in the financing documents of Party A or the
parent companies of Party A. Especially, without the prior written consent of
Party A, Party B shall not serve as any position in any other business
organization or social organization doing business on products of the same kind
with that of Party A or providing similar service or having direct business
relationship with Party A, including but not limited to partners, directors,
supervisors, shareholders, managers, employees, agents and consultants. Party B
shall not take advantage of his/her position in 


 


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Party A to seek benefits
with any unreasonable method, or shall not take advantage of his/her position
to seek private interests for himself/herself.


 


8.2                     No matter why Party B leaves from Party
A, within one year after his/her dimission (Party A may voluntarily determine
to waive or shorten this term) (hereinafter collectively referred to as
Non-competition Term), Party B promises that he/she will not, without the prior
written uniform consent of the Board of Directors of Party A ( the matters
disclosed in the financing documents of Party A or the parent companies of
Party A will be considered as the written uniform consent and recognition of
the Board of Directors of Party A), (i) serve as a partner, employee,
consultant, officer, director, manager, agent, cooperator, investor, or
otherwise for the entity which is in competition with or otherwise similar to
the business of Party A or the Group (ii) directly or indirectly, own,
purchase, organize or take preparatory steps for the organization of the entity
which is in competition with or otherwise similar to the business of Party A or
the Group, (iii) build, design, finance, acquire, lease, operate, manage,
invest in, work or consult for or otherwise affiliate Party B with, any
business, in competition with or otherwise similar to the business of Party A
or the Group discussed in Section 2 above. The foregoing covenant shall
cover Party B’s activities in every part of the Territory in which Party B may
conduct business during the term of such covenant as set forth above.
“Territory” shall mean (a) the Mainland of the People’s Republic of China,
(b) Taiwan, (c) Hong Kong, (d) Macao, (e) the United States
of America, and (f) all other countries and/or regions of the world.


 


8.3                     In order to perform the covenants in
Section 8.2, Party B will get compensation from Party A (hereinafter
referred to as the “Compensation”). The total amount of the Compensation will
be equal to the higher of 12 times that of Party B’s salary in the month in
which the employment is terminated, or the minimum amount required by
applicable laws (if Party A waives the requirements of Non-competition upon
Party B or shorten the Non-competition Term, the Compensation will be
eliminated or proportionately reduced). 
Such Compensation will be paid month by month during the Non-competition
Term.


 


8.4                     During the term of employment with Party
A and within one year after his/her dimission, Party B promises that he/she
will not, directly or indirectly, induce or try to induce other employees in
Party A or Party A’s affiliated companies, to depart to service for Party B or
any other individuals or entities. Party B promises that he/she will not induce
the former or current clients of Party A or Party A’s affiliated companies, to
usurp their business and directly or indirectly gain benefits.


 


9.                    Dispute Resolution


 


9.1                     Any dispute arising out of matters
provided in this Agreement shall be settled through friendly consultation
between the Parties. If the Parties fail to reach a resolution through 


 


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consultation, any Party
may bring a lawsuit to the court. The court in Party A’s location will be the
court of first instance for the dispute between the Parties.


 


9.2                     Party A’s request that the intellectual
property administrative agencies deal with the torts with administrative
measures will not be affected by the above covenants.


 


10.             Damages Reimbursement


 


10.1              Party B confirms that the compensation
received from Party A has included all the fees and reimbursements for all the
obligations except these provided in Section 8 assumed by Party B.  Party B agrees and accepts such an
arrangement.


 


10.2              In case Party B’s breach of contract
brings damages to Party A, Party B shall compensate the damages of Party A.


 


11.             Miscellaneous


 


11.1              Non-performance of any provisions in this
Agreement will not constitute any waiver of any provisions. If any provisions
in this Agreement are void or unenforceable, then the remaining provisions will
continue in full force and effect.


 


11.2              The amendment of this Agreement shall be
in writing. This Agreement sets forth the entire agreement and supersedes any
prior oral or written memorandum, arrangement and agreement related to the subject
matter of this Agreement. If there is any conflict between this Agreement and
any prior oral or written agreement, this Agreement shall prevail.


 


11.3              This Agreement shall become effective
from the date of the execution hereof. In case the Parties do not execute this
Agreement on the same day, the later date shall be the effective date of this
Agreement. This Agreement is written in Chinese in two copies, the Parties each
have each of them which shall be equally enforceable.


 


(The remaining is intentionally left blank)  


 


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The Parties confirm that before the execution of this
Confidentiality, Non-competition and Intellectual Property Rights Agreement,
they have carefully read the entire Agreement and completely know the legal
meaning of any provision in this Agreement.


 


Execution Date:


 


 


	
  Party A:

  	
   

  	
  Party B:

  
	
   

  	
   

  	
   

  
	
  Beijing Bona New World Media
  Technology Co., Ltd.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorized Representative:

  	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: YU Dong

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Position: Legal Representative

  	
   

  	
   

  
					



 


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Appendix A


 


Beijing
Bona New World Media Technology Co., Ltd.


 


Employee
Employment Memorandum


 


Memorandum
No. :                       


 


In consideration of employment by Beijing Bona New
World Media Technology Co., Ltd. (hereinafter referred to as the
“Company”), and in order to regulate our privity of employment and protect
reasonable rights and interests of the Company and myself, I, at the start
of my employment, make the following solemn statements:


 


1.                  Before I start to work in the
Company, I have legally terminated the employment with my former employers
(including full-time, part-time and non-full time), and there are no existing
economic and/or legal disputes.


 


2.                  During the term of the employment with
the Company, I have not used or disclosed and will not use or disclose any
confidential information, technology, trade secrets, designs, inventions or any
other products belonging to my former employers, principals, partners, cooperators
and clients (hereinafter referred to as “Former Employers”).


 


3.                  I have not brought and will not bring any
unpublished documents or properties belonging to the Former Employers to the
Company.


 


4.                  After I start to work in the
Company, I have not breached and will not breach any agreements with the
Former Employers by which I shall abide by working in the Company.


 


5.                  The following are technical products
completed by myself or in cooperation with others before starting to work in
the Company, which has nothing to do with the Company:


 


	
   

  	
  Name

  	
   

  	
  Number or Simple Descriptions

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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(If the above is blank, it means that there are no
technical products completed by myself or in cooperation with others before I
start to work in the Company. If it is filled with contents, it will not be
effective until relevant evidential documents are provided and the Company
confirms them. The result of confirmation shall be seen in the Confirmation
Letter appended to this Memorandum.)


 


6.                  The above warranties not only apply to
the Company itself, but also to the affiliated institutions of the Company,
including but not limited to all the branches, parent companies, wholly-owned
and partially-owned subsidiaries.


 


7.                  In case I breach any aforesaid
promises, I will undertake any liabilities arising from this.


 


8.                  This Memorandum constitutes integral part
of the Confidentiality, Non-competition and Intellectual Property Rights
Agreement. This Memorandum has two copies and the Parties hold each of them.


 


 


	
   

  	
  Employee Signature:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: (filled by the Company):

  
	
   

  	
   

  
	
   

  	
  Signature Date:

  	
   

  
	
   

  	
   

  
	
   

  	
  ID No.:

  	
   

  
					



 


 


Appendix: Confirmation Letter


 


Through examination and confirmation, Section 5
in this Memorandum is true and effective.


 


	
   

  	
  Beijing Bona New World Media Technology Co., Ltd. (stamp)

  
	
   

  	
   

  
	
   

  	
  Signature of Authorized Representative:

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  



 


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