exv10w4






Exhibit 10.4




Confidentiality Agreement





Party A: Hangzhou Sky Network Technologies Co., Ltd.




Legal Representative: Tao Song




Correspondence Address: 10/F, United Building, No.2, Zijinhua Road, Hangzhou

Postcode:     310013          Contact Telephone: 87770978-8025




Party B: A




Credential No.:




Correspondence Address: B




Postcode:     C     Contact Telephone:



     Whereas Party B works for Party A and has access to the company’s confidential information,
from the date of being employed, Party B shall bear the duty of keeping in strict confidence Party
A’s commercial secrets, confidential information relating to Intellectual Property, the commercial
secrets of Party A’s clients or third parties. Party A and Party B agree on the following terms and
conditions in relation to the protection of the confidential information while Party B is in
his/her position or after he /she leaves.



     Article I Scope of Protection



     1.1 Scope of protection: 1) commercial secrets of Party A; 2) confidential information
relating to Intellectual Property; 3) commercial secrets of Party A’s clients or third parties.



     1.2 The commercial secrets of Party A, refers to various information with respect to
technologies and businesses generated or obtained by Party A, which is able to bring economic
benefits, practicability, or competition advantages to Party A, protected from being known to the
public through proper measures by Party A. The information includes but not limited to:



          1.2.1 Party A’s technical information including research, development and experiment records,
completed periodical achievements, computer software, all the data base relating to business, test
reports, drawings, manufacture methods, technological process, technical index and reports,
operating manuals, samples, processes of production (including methods, technologies, techniques or
relevant skills), and other information with potential and predictable values, etc.



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          1.2.2 Party A’s commercial information including client lists, sales network and channel,
price, contract information, base bid price, bidding documents, target market investigation
reports, policy of fixing price and information of relevant clients and suppliers, management
information of Party A (including management mode, financial materials, market intelligence and
important public relationships, etc.), products information of Party A (including names and prices
of the products). Party A’s commercial information includes not only positive information, but also
negative information, such as failure reports, etc.



          1.2.3 The scope of all the above-mentioned information includes but not limited to the links
of administrative management, research, development, designing, purchasing, finance, manufacture,
sale and service of the company.



     1.3 The “client lists” stipulated in Article 1.2.2 refers to the special client information
distinguished from the relevant public information, including a beadroll of numerous clients, and
those specific clients who have long-term and stable trade relationships with Party A. The
information is constituted of the clients’ names, addresses, contact information, trade habits,
intents and contents, etc.



     Article II Vesting of Rights



     Both parties acknowledge that within the term of the employment contract with Party A, all the
intellectual properties, such as works, inventions, computer software, technology information and
other confidential business information, which are originated and produced by Party B when
performing his/her job or mainly utilizing Party A’s materials and technical conditions, shall
belong to Party A. In accordance with the requirements of Party A, Party B shall provide all
necessary information and take all necessary actions, including application, enrolment,
registration and so on, to assist Party A to obtain and exercise related intellectual property
rights.



     Article III Party B’s Duty of Confidentiality



     3.1 Within the term of the employment contract with Party A, Party B shall comply with the
relevant confidentiality system, and fulfill the corresponding duty of confidentiality relating to
his/her job. Any adjustment to Party B’s post will not exempt his/her confidentiality obligations.



     3.2 Based on the principle of wariness and honest, Party B shall take any necessary and
reasonable measures to keep in strict confidence all the confidential business information, which
party B may access or hold when performing his/her job, and which belongs to Party A or a third
party to whom Party A owes a duty of confidentiality.



     3.3 When taking office, Party B shall clearly inform Party A if he/she bears a duty of
confidentiality or non-competition obligation to other enterprises, and guarantees that he/she will
not be in breach of the obligation and use such information



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in Party A’s business within the term of the employment contract with Party A.




     3.4 Within the term of the employment contract with Party A, Party B shall strictly comply
with the obligation of confidentiality, and not infringe any confidential information in the
following manners:



          3.4.1 Obtain commercial secrets of Party A by theft, inducement, intimidation, bribery,
unauthorized reproduction, breach of confidentiality obligations, inducing others to breach their
duty of confidentiality or other improper means;



          3.4.2 Disclose, use or allow others to use Party A’s commercial secrets obtained by
above-mentioned means;



          3.4.3 Be in breach of this confidentiality contract or breach of Party A’s requirements of
confidentiality, disclose, use or allow others to use Party A’s commercial secrets which are under
his/her control;



          3.4.4 Use commercial secrets for purposes other than those specified without Party A’s
permission;



          3.4.5 Assist any third party to obtain Party A’s commercial secrets by improper means;



          3.4.6 Conduct any other actions violating the duty of confidentialities under this Contract.



     3.5 The obligation of confidentiality that Party B shall bear is a legal responsibility. Party
A does not need to pay Party B the corresponding fee.



     Article IV Party B’s Commitments



     4.1 Without Party A’s prior consent, Party B shall not, within the term of the employment
contract with Party A, take any position such as shareholder, partner, director, supervisor ,
manager, employee, agent, consultant, etc in other enterprises, institutions and social
organizations which produce and trade similar products or provide similar services as Party A.



     4.2 After he/she leaves office, Party B or his/her new employer shall not enter into business
relationships (including but not limited to production, processing, marketing, acting as agent,
etc.) with Party A’s clients autonomously or through a third party, and shall not in any way impede
Party A’s existing or potential clients from conducting business with Party A.



     4.3 Before the end of employment, Party B shall assist Party A to go through a transfer
procedure of the information carrier under this Agreement.



     Article V Party B’s Confidentiality Period



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     5.1 The Confidentiality period includes:



          5.1.1 The entire duration of work for Party A;



          5.1.2 A period from the date Party B leaves to the date on which the confidential information
is disclosed by Party A or available to the public.



     Article VI Delivery of Related Carrier



     6.1 All documents, data, charts, notes, reports, letters, faxes, tapes, disks, equipments and
any other form of vehicles containing Party A’s confidential information held or kept by Party B
because of the needs of his/her job, are owned by Party A, regardless of whether such information
has commercial values.



     6.2 For any reason when it comes the end of Party B’s Job or when Party A considers it
necessary, all job related documents, materials, drawings, records, notes, data, electronic data,
equipments, components, commercial products and samples and similar items, or any forms of vehicles
containing confidential information, including but not limited to their copies, shall be returned
before Party B leaves or on the date specified by Party A and remained in the company.



     Article VII Non-competition Clause



     7.1 Non-competition area:     unlimited          .



     7.2 Non-competition period:     2     years after discharge or termination of the employment
contract.



     7.3 The non-competition compensation is totaled to be 100% of the annual salary (equals to the
monthly salary * 12) received by Party B from Party A for the year before he/she leaves. Party A
shall pay Party B monthly during the non-competition period.



     7.4 Non-competition obligation: in the above-mentioned non-competition period, Party B
undertakes not to work for or act as a consultant, tutor, agent, etc. in other employers producing
or operating similar products, conducting similar business and competing with Party A. Meanwhile,
Party B undertakes not to solicit, induce, encourage, instigate or otherwise promote employees to
leave from Party A.



     7.5 The non-competition clause shall not take effect and the two parties are not legally bound
if Party A fails to pay Party B the non-competition compensation.



     Article VIII liability of Breach



     8.1 In case that Party B breaches this Confidentiality Agreement, it constitutes a breach of
contract, and Party B shall stop breaching immediately and pay a lump sum of compensation of
RMB500,000___Yuan to Party A. Party A is entitled to terminate the



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employment relationship with Party B.




     If the compensation paid by Party B is not enough to make up the losses suffered by Party A
arising from Party B’s breach of contract, Party A has the right to seek compensation for various
types of losses.



     8.2 If Party B breaches the non-competition clause under this Agreement, it shall pay a lump
sum of compensation of 100% of the annual salary (equals to the monthly salary * 12)
received by Party B from Party A for the year before he/she leaves. If such compensation is not
sufficient to cover the losses that Party A incurred due to Party B’s breach of the agreement, Part
B shall compensate relevant losses.



     8.3 If Party B breaches this Agreement, causes heavy losses to Party A and is in violation of
the Criminal Law, he/she shall be transferred to judicial organs for processing and investigating
criminal responsibility.



     8.4 Any compensation paid by Party B does not exempt any related obligations. Party B shall
continue to undertake his/her obligations in accordance with this Agreement.



     Article IX Settlement of Disputes



     Any dispute arising from this Confidentiality Agreement shall be resolved through
consultation. Either party has the right to bring a suit to the People’s Court where Party A is
located if consultation does not work.



     Article X Signing and Entry into Force of this Agreement



     This Agreement shall take effect from the date of signing by both parties. Once this Agreement
is executed, all and any provisions in connection with confidentiality and non-competition shall be
governed by this Agreement. It is in duplicate copies, each party retains one with same legal
effect.



	 	 	 
	Party A (seal):

	 	Party B (signature): D
	 
	 	 
	Authorized representative (signature):          

	 	Credential No:
	 
	 	 
	Date:     E      (dd/mm/yy)
	 	 






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Annex




	 	 	 	 	 	 	 	 	 	 	 
	A	 	B	 	C	 	D	 	E
	Tao Song

	 	Room 201, Building 65, Taiziyuan, Lakeside
Garden, Wen Yi Xi Road, Hangzhou, Zhejiang
	 	 	310012	 	 	/s/ Tao Song
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	Li Ou

	 	Room 501, Xixidie Garden 5-4, Zixia Street 333,
Xihu District, Hangzhou
	 	 	310012	 	 	/s/ Li Ou
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	Yan Tang

	 	No. 32, Shuguang 3rd Street, Xihu District,
Hangzhou
	 	 	310013	 	 	/s/ Yan Tang
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	Carl Yeung

	 	Room 801, 1st Building, Zizhuyuan, Green
Garden, Qiushi Road 36, Hangzhou
	 	 	310000	 	 	/s/ Carl Yeung
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	Bin Li

	 	Room 503, Building 1B, Apple Garden, Baiziwan
Road, Chaoyang District, Beijing
	 	 	100022	 	 	/s/ Bin Li
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	Xing Fan

	 	Room 301, Building E 12-1, Starfield Garden,
Xihu District, Hangzhou
	 	 	310012	 	 	/s/ Xing Fan
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	Qing Yan

	 	Room 715, Warner Trade Center, Lianhua Road
1733, Shanghai
	 	 	201103	 	 	/s/ Qing Yan
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	Xinyong Hu

	 	F703, Phoenix City, Chaoyang District, Beijing 	 	 	100028	 	 	/s/ Xinyong Hu
	 	N/A







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