EX-10.3




Exhibit 10.3





EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (this “Agreement”), is entered into and dated as of
[                    ] by and between [                    ], whose primary place of business is located at No. 3
Jinyuan Road, Daxing Industrial Development Zone, Beijing 102600, People’s Republic of China
(“Executive”), and Duoyuan Global Water Inc., a company limited by shares organized under
the laws of the British Virgin Islands (the “Company”), and shall be effective as of
[                    ].



     WHEREAS, Executive and the Company desire to enter into an agreement upon the terms and
conditions stated below.



     NOW, THEREFORE, IN CONSIDERATION of the foregoing facts, the mutual covenants and agreements
contained herein and other good and valuable consideration, the parties hereby agree as follows:



     1. Duties and Scope of Employment.



          1.1 The Company hereby agrees to the employment of Executive in the capacity of [                    ]
of the Company and its subsidiaries, and Executive hereby accepts such employment on the terms and
conditions contained in this Agreement, for the initial term continuing until [                    ] (the
“Initial Term”) unless earlier terminated in accordance with Section 3 of this Agreement.
Following the Initial Term, the employment relationship commenced pursuant to this Agreement may,
by express agreement, be renewed annually and, if so renewed, will be terminable by either party in
accordance with Section 3 of this Agreement. Following expiration of the Initial Term and all
subsequent renewal periods, if any, Executive’s employment with the Company will be “at-will” and
either Executive or the Company may terminate Executive’s employment with the Company in writing to
the other party for any reason or for no reason, at any time.




          1.2 Executive shall have such reasonable, usual and customary duties of such office and title
as may be delegated to Executive from time to time by the Company’s Board of Directors. Executive
shall have those responsibilities normally discharged by persons in his position in a U.S. public
company, [including but not limited to the general supervision and oversight of the Company as well
as the responsibilities listed in Exhibit A which is attached hereto.]1




          1.3 Executive agrees to the best of his ability and experience that he will at all times fully
and faithfully perform all of the duties and obligations required of and from Executive, consistent
and commensurate with Executive’s position, pursuant to the terms hereof. During the term of
Executive’s employment relationship with the Company, Executive will not directly or indirectly
engage or participate in any business that is competitive in any manner with the business of the
Company or its subsidiaries. Nothing in this Agreement will prevent Executive from (i) making
personal investments in, and sitting on the board of directors or board of advisors of, businesses
that are not competitive with the






 




			
	1	 	To be included if specific responsibilities are
numerated.














 









business of the Company or its subsidiaries, (ii) accepting speaking or presentation engagements in
exchange for honoraria or from serving on boards of charitable organizations, or (iii) from owning
no more than 1% of the outstanding equity securities of a corporation whose stock is listed on a
national stock exchange or the Nasdaq Stock Market or the New York Stock Exchange;
provided, that, such activities listed in (i) through (iii) do not materially
interfere with Executive’s obligations to the Company and its subsidiaries as described above.
Executive will comply with and be bound by the Company’s operating policies, procedures and
practices as provided in writing to Executive from time to time and in effect during the term of
Executive’s employment.




          1.4 Executive represents and warrants to the Company that he is under no obligations or
commitments, whether contractual or otherwise, that are inconsistent with his obligations under
this Agreement. Executive represents and warrants that he will not use or disclose, in connection
with his employment by the Company, any trade secrets or other proprietary information or
intellectual property in which Executive or any other person has any right, title or interest and
that his employment by the Company as contemplated by this Agreement will not infringe or violate
the rights of any other person or entity. Executive represents and warrants to the Company that he
has returned all property and confidential information belonging to any prior employers.




          1.5 Executive acknowledges that the nature of his responsibilities may require domestic and
international travel from time to time.




     2. Compensation and Benefits.



          2.1 [As of the Effective Date, Executive shall receive a monthly base salary of the RMB
equivalent of US$[                    ], which is equivalent to the RMB equivalent of US$[                    ] on an
annualized basis, less payroll deductions and all required withholdings. Executive’s monthly base
salary will be payable pursuant to the Company’s normal payroll practices, will be reviewed on an
annual basis by the Compensation Committee of the Company’s Board of Directors (the
“Compensation Committee”) and may be increased during the Initial Term on each anniversary
of the Effective Date, at the discretion of the Compensation Committee. Notwithstanding the
foregoing, Executive’s monthly salary may be allocated among and payable by the Company or its
subsidiaries in such amounts as are determined by the Company’s Board of Directors.]2




          2.2 [The Company shall pay to Executive such bonuses as may be determined from time to time in
the sole discretion of the Compensation Committee. The amount of annual bonus payable to Executive
shall vary in the discretion of the Compensation Committee. In determining the annual bonus to be
paid to Executive, the Compensation Committee may consider all factors deemed relevant and
appropriate.]3






 




			
	2	 	To be negotiated between the Company and Executive and
to be revised as necessary.
	 
	3	 	To the extent bonuses may be provided, consider
including this provision.




2









 










          2.3 [During his employment, Executive shall be entitled to such insurance and other benefits
including, among others, medical and disability coverage and life insurance as are afforded to
other senior executives of the Company, subject to applicable waiting periods and other conditions
and to applicable law.]4




          2.4 [During his employment, Executive will be eligible for [___] [weeks/days] vacation each
year, which vacation shall accrue ratably over each calendar year and pro-rata during any partial
year of employment, subject to a maximum accrual at any time of [___] [weeks/days] of
vacation.]5




          2.5 [During his employment, Executive shall be eligible to participate in any employee benefit
plans maintained by the Company for other executive officers, subject in each case to the generally
applicable terms and conditions of the plan in question, the determinations of any person or
committee administering such plan, and any applicable law.]6




          2.6 During his employment, Executive shall be authorized to incur necessary and reasonable
travel, entertainment and other business expenses in connection with his duties hereunder. The
Company shall reimburse Executive for such expenses upon presentation of an itemized account and
appropriate supporting documentation, all in accordance with the Company’s generally applicable
policies.




     3. Termination of Employment.



          3.1 If Executive’s employment terminates for any reason, Executive shall not be entitled to
any severance payments, benefits, damages award or compensation other than as specified in this
Agreement.




          3.2 During the Initial Term and any annual renewal period, the employment relationship may be
terminated as follows: (i) by Executive for any reason or for Good Reason (as defined in Section
3.6 below), upon at least thirty (30) days’ written notice to the Company, effective as of the date
set forth in such notice or such earlier date determined by the Company following such notice, and
subject to Section 3.3 below; (ii) by the Company without Cause (as defined in Section 3.5 below),
upon at least thirty (30) days’ written notice to Executive, effective as of the date set forth in
such notice or such earlier date determined by Executive following such notice, and subject to
Section 3.3 and Section 3.4 below; and (iii) by the Company for Cause with immediate effect, and
subject to Section 3.3 below; and (iv) upon Executive’s death or Disability (as defined in Section
3.7 below) with immediate effect, and subject to Section 3.3 below.






 




			
	4	 	To be negotiated between the Company and Executive and
to be revised as necessary.
	 
	5	 	To be negotiated between the Company and Executive and
to be revised as necessary.
	 
	6	 	To the extent participation in employee benefits plans
is permitted, consider including this provision.




3









 










          3.3 [If Executive’s employment terminates for any reason at any time, including but not
limited to Executive’s voluntary election to terminate his employment with or without Good Reason,
termination by the Company with or without Cause, or upon Executive’s death or Disability,
Executive (or Executive’s estate in the case of death) will receive payment(s) for all salary and
unpaid vacation accrued as of the date of Executive’s termination of employment, and shall be
entitled to all accrued benefits and to any additional benefits pursuant to Company plans or
policies in effect at the time of termination or as required by law, less all required
withholdings. Such payments shall be paid within ten (10) business days of the effective date of
termination. Executive shall be entitled to the Severance Benefit (as defined in Section 3.4) in
the event of termination of his employment only as provided in Section 3.4 below.]7




          3.4 [In the event that the Company terminates Executive’s employment without Cause during the
Initial Term or any annual renewal term, the Company shall, in addition to the payments and
benefits provided for in Section 3.3, provide to Executive an amount equal to the base salary that
Executive would otherwise receive from the Company during the period of [___] months preceding
the termination of employment (the “Severance Benefit”). In the Company’s sole discretion,
the Severance Benefit may be paid by the Company in a lump sum payment within ten (10) business
days of the termination of employment, or may be paid in [___] monthly installments beginning on
the last day of the month following the termination of employment. Such Severance Benefit shall
constitute liquidated damages for early termination of this Agreement and will be in lieu of any
compensation, damages or remedy that Executive would otherwise be entitled to receive. Such
Severance Benefit is, further, conditioned on Executive’s full and faithful compliance with the
covenants contained in Section 4 of this Agreement and the Confidentiality Agreement as therein
defined. If Executive fails to comply in any way with such covenants, Executive will immediately
forfeit any rights to, and the Company shall immediately be relieved of any obligation to provide,
any further payments of the Severance Benefit and shall, at the sole discretion of the Company,
reimburse the Company for any Severance Benefits previously paid, within 10 days after delivery to
Executive of a demand therefor. The forfeiture of benefits set forth in this Section 3.4 shall be
in addition to any of remedies at law or equity that the Company would otherwise have.]8




          3.5 For purposes of this Agreement, “Cause” for Executive’s termination will exist at
any time after the happening of one or more of the following events:




               (a) Executive’s continued failure to substantially perform Executive’s duties, including
Executive’s refusal to comply in any material respect with the legal directives of the Board of
Directors so long as such directives are not inconsistent with Executive’s position and duties, and
such refusal to comply is not remedied within ten (10) working days after written notice from the
Board of Directors, which written notice shall state that failure to remedy such conduct may result
in termination for Cause;





 




			
	7	 	To be negotiated between the Company and Executive and
to be revised as necessary.
	 
	8	 	To be negotiated between the Company and Executive and
to be revised as necessary.




4









 










               (b) Executive’s dishonest or fraudulent conduct, or deliberate attempt to do an injury to the
Company or any of its subsidiaries, or conduct that materially discredits the Company or any of its
subsidiaries or is materially detrimental to the reputation of the Company or any of its
subsidiaries, including conviction of a felony; or



               (c) Executive’s breach of any element of the Confidentiality Agreement (as defined in Section
4 below), including without limitation, Executive’s theft or other misappropriation of proprietary
information of the Company or any of its subsidiaries.



          3.6 For purposes of this Agreement, “Good Reason” for Executive to terminate his
employment shall exist if Executive voluntarily resigns within after having provided the Company
with written notice of any of the following circumstances within thirty (30) days of the initial
existence of any of the following circumstances:




               (a) a material reduction in Executive’s job position or responsibilities to a position or to
responsibilities substantially lower than the position and responsibilities assigned to Executive
upon commencement of the employment relationship pursuant to this Agreement which has not been
cured by the Company within thirty (30) calendar days after notice of such occurrence is given by
Executive to the Company; or



               (b) a failure by the Company to comply with any provision of Section 2 of this Agreement which
has not been cured within thirty (30) calendar days after notice of such noncompliance has been
given by Executive to the Company or if such failure is not capable of being cured in such time, a
cure shall not have been diligently initiated by the Company within such thirty (30) calendar day
period.



          3.7 “Disability” as used herein means Executive’s inability to discharge a material
portion of his responsibilities as set forth in Section 1 on account of a physical or mental
disability for either [___] consecutive months or [___] non-consecutive months during a
12-month period. A termination of Executive’s employment due to Disability will exist upon
Executive’s Disability and the Company’s election to terminate Executive’s employment.




     4. Protection of Confidential Information; Non-Competition.



          4.1 Executive shall sign a Confidential Information and Invention Assignment Agreement (the
“Confidentiality Agreement”) attached hereto as Exhibit [A/B]. Executive hereby
represents and warrants to the Company that he has complied with all obligations under the
Confidentiality Agreement and agrees to continue to abide by the terms of the Confidentiality
Agreement, which are incorporated by reference herein. Executive further agrees that the
provisions of the Confidentiality Agreement shall survive any termination of this Agreement or of
Executive’s employment relationship with the Company.




          4.2 Executive hereby agrees that he shall not, during his employment with the Company and for
a period of [___] months following the termination of his employment with the Company for any
reason, whether with or without cause, do any of the following, either directly or indirectly,
without the prior written consent of the Board of Directors:




5









 








               (a) carry on any business or activity (whether directly or indirectly, as a partner,
shareholder, principal, agent, director, affiliate, employee or consultant) in any parts of the
Peoples’ Republic of China where the Company or any of its subsidiaries conduct their business,
which is directly competitive with the business conducted by the Company or any of its subsidiaries
(as conducted now or as those businesses come to be conducted during the term of Executive’s
employment), where Executive’s performance of such business or activity has caused, or would or
might cause, Executive to disclose, base judgments on or use any Confidential Information (as
defined in the Confidentiality Agreement) acquired during or in the course of Executive’s
employment with the Company or impair customer, vendor or business partner relations or the
Company’s goodwill, or otherwise cause special harm to the Company;



               (b) attempt to negatively influence any of the Company’s and its subsidiaries’ clients or
customers from purchasing Company products or services or to solicit or influence or attempt to
influence any client, customer or other person either directly or indirectly, to direct his or its
purchase of products and/or services to any person, firm, corporation, institution or other entity
in competition with the business of the Company and its subsidiaries;



               (c) solicit, induce, recruit, encourage, take away or influence or attempt to influence any
person employed by or a consultant to the Company or any of its subsidiaries to terminate or
otherwise cease his employment or consulting relationship with the Company or any of its
subsidiaries or become an employee of any competitor of the Company or its subsidiaries; and



               (d) engage in any other activities that conflict with those obligations of Executive to the
Company and its subsidiaries that survive the termination of this Agreement or Executive’s
employment with the Company.



          Executive agrees that breach of this Section 4.2 will cause substantial injury to the Company
for which money damages will not provide an adequate remedy, and Executive agrees that the Company
shall have the right to obtain injunctive relief, including the right to have this Section 4.2
specifically enforced by any court having equity jurisdiction, in addition to, and not in
limitation of, any other remedies available to the Company under applicable law.




          The restrictions in Section 4.2(a) to (d) are regarded by the Company and Executive as fair
and reasonable, and the Company and Executive hereby expressly confirm, declare and represent to
each other that they are so regarded by them. However, it is hereby declared that each of the
restrictions in this Section 4.2 is intended to be separate and severable. If any restriction is
held to be unreasonably wide but would be valid if part of the wording were to be deleted or the
range of activities or businesses were to be reduced in scope, such restriction will apply with so
much of the wording deleted or modified as may be necessary to make it valid.



     5. Successors.



          5.1 This Agreement shall be binding upon any successor (whether direct of indirect and whether
by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of
the Company’s business and/or assets. For all purposes under this



6









 






Agreement, the term “Company” shall include any successor to the Company’s business and/or assets,
which becomes bound by this Agreement.




          5.2 This Agreement and all rights of Executive hereunder shall inure to the benefit of, and be
enforceable by, Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.




     6. Indemnification. The Company will indemnify and defend Executive to the maximum
extent permitted by law, provided Executive enters into the Company’s standard form of
Indemnification Agreement giving him such protection. Pursuant to the Indemnification Agreement,
the Company will agree to advance any expenses for which indemnification is available to the extent
allowed by applicable law.



     7. Miscellaneous Provisions.



          7.1 All notices provided for in this Agreement shall be in writing, and shall be deemed to
have been duly given when delivered personally to the party to receive the same, when transmitted
by electronic means, or when mailed first class postage prepared, by certified mail, return receipt
requested, addressed to the party to receive the same at his or its address set forth below, or
such other address as the party to receive the same shall have specified by written notice given in
the manner provided for in this Section 7.1. All notices shall be deemed to have been given as of
the date of personal delivery, transmittal or mailing thereof.


If to Executive:



[                    ]

[                    ]

[                    ]

[                    ]

[                    ]

[                    ]

[                    ]



If to the Company:



Duoyuan Global Water Inc.

No. 3 Jinyuan Road

Daxing Industrial Development Zone

Beijing 102600

People’s Republic of China

Attention:      Wenhua Guo

                         Chief Executive Officer



Tel: +8610-6021-2222

Fax: +8610-6021-2164




          7.2 No provision of this Agreement shall be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and signed by Executive and by an
authorized officer of the Company (other than Executive). No waiver by either party of any breach
of, or of compliance with, any condition or provision of this



7









 






Agreement by the other party shall be considered a waiver of any other condition or provision or of
the same condition or provision at another time. [In addition, to the extent that this Agreement
and the benefits it provides are or become subject to Internal Revenue Code Section 409A(a)(1),
Executive and the Company agree to cooperate to make such amendments to the terms of this Agreement
as may be necessary to avoid the imposition of penalties and additional taxes under Section 409A of
the Code; provided, however, that Executive and the Company agree that any such
amendment shall not (i) materially increase the cost to, or liability of, the Company with respect
to any payments under this Agreement, or (ii) materially decrease the value of benefits provided to
Executive under this Agreement.]9




          7.3 No other agreements, representations or understandings (whether oral or written) which are
not expressly set forth in this Agreement or the Confidentiality Agreement have been made or
entered into by either party with respect to the subject matter of this Agreement. This Agreement
and the Confidentiality Agreement contain the entire understanding of the parties with respect to
the subject matter hereof.




          7.4 All payments made under this Agreement shall be subject to reduction to reflect taxes of
other charges required to be withheld by law.




          7.5 The validity, interpretation, construction, performance and enforcement of this Agreement
shall be governed by and construed in accordance with the laws of the State of New York applicable
to agreements made to be performed entirely within the State of New York, without giving effect to
the principles of conflicts of law thereunder.




          7.6 The invalidity or unenforceability of any provision or provisions of this Agreement shall
not affect the validity or enforceability of any other provision hereof, which shall remain in full
force and effect.




          7.7 This Agreement and all rights and obligations of Executive hereunder are personal to
Executive and may not be transferred or assigned by Executive at any time. The Company may assign
its rights under this Agreement to any entity that assumes the Company’s obligations hereunder in
connection with any sale or transfer of all or a substantial portion of the Company’s assets to
such entity.




          7.8 Except as provided below, any dispute or claim arising out of or in connection with this
Agreement will be finally settled by binding arbitration in Hong Kong in accordance with the rules
of the Hong Kong International Arbitration Centre by one arbitrator appointed in accordance with
said rules. Executive and the Company shall split the cost of the arbitration filing and hearing
fees and the cost of the arbitrator. The arbitrator will award attorneys fees to the prevailing
party. The arbitrator shall apply New York law, without reference to rules of conflicts of law or
rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered
by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the
foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim
equitable relief, or to compel arbitration in accordance with this paragraph, without breach of
this arbitration provision.






 




			
	9	 	To be included if applicable.




8









 









This Section 7.8 shall not apply to a proceeding for equitable relief arising from any dispute or
claim relating to the Confidentiality Agreement or Section 4.2 of this Agreement.




          7.9 The headings of the paragraphs contained in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of any provision of this Agreement.




          7.10 This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.




[Signature Page Follows]




9









 








     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	“COMPANY”	 	“EXECUTIVE”
	 
	 	 	 	 
	Duoyuan Global Water Inc.	 	[               ]
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:

	 	Wenhua Guo	 	 
	Title:

	 	Chairman of the Board


Chief Executive Officer	 	 







10











 





EXHIBIT A




[RESPONSIBILITIES OF EXECUTIVE OFFICER





 









 








EXHIBIT B]




CONFIDENTIAL INFORMATION AND

INVENTION ASSIGNMENT AGREEMENT




     This Information and Invention Assignment Agreement (this “Agreement”), is entered
into and dated as of [                    ] by and between Duoyuan Global Water Inc., a company limited by
shares organized under the laws of the British Virgin Islands (the “Company”), and
[                    ], whose primary place of business is No. 3 Jinyuan Road, Daxing Industrial Development
Zone, Beijing 102600, People’s Republic of China, the Executive Officer of the Company
(“I,” “me,” “my,” or “Executive”).



     On even date herewith, the Company and I entered into that Employment Agreement (the
“Employment Agreement”) effective [                    ]. I recognize and acknowledge that the
Company would not have entered into the Employment Agreement but for my commitment to the
agreements and covenants contained in this Agreement. Accordingly, in consideration of my
retention by the Company and its acceptance of the Employment Agreement, the sufficiency of which I
expressly acknowledge, the Company and I, intending to be legally bound, agree as follows:



     1. Employment or Consulting Relationship. I understand and acknowledge that this
Agreement does not alter, amend or expand upon any rights I may have to continue in the employ of,
or in the duration of my employment with, the Company under any existing agreements between the
Company and I or under applicable law. Any employment relationship between the Company and me,
whether commenced prior to or upon the date of this Agreement, shall be referred to herein as the
“Relationship.”



     2. Duties. I will perform for the Company and its subsidiaries such duties as may be
designated by the Company from time to time. During the Relationship, I agree to the best of my
ability and experience that I will at all times fully and faithfully perform all of the duties and
obligations required of and from me, consistent and commensurate with my position. I will devote
my best efforts to the interests of the Company and its subsidiaries and will not engage in other
employment or in any activities detrimental to the best interests of the Company and its
subsidiaries without the prior written consent of the Company.



     3. Confidential Information.



          (a) Company Information. I agree at all times during the term of my Relationship with
the Company and thereafter, to hold in strictest confidence, and not to use, except for the benefit
of the Company to the extent necessary to perform my obligations to the Company under the
Relationship, or to disclose to any person, firm, corporation or other entity without written
authorization of the Board of Directors of the Company, any Confidential Information of the Company
and its subsidiaries which I obtain or create. I further agree not to make copies of such
Confidential Information except as authorized by the Company. I understand that “Confidential
Information” means any Company proprietary information, technical data, trade secrets or
know-how, including, but not limited to, research, product plans, products, services, suppliers,
customer lists and customers (including, but not limited to, customers of the Company and its
subsidiaries on whom I called or with whom I became acquainted during the Relationship), prices and
costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas,
technology, designs,



 









 







drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets
or other business information disclosed to me by the Company and its subsidiaries either directly
or indirectly in writing, orally or by drawings or observation of parts or equipment or created by
me during the period of the Relationship, whether or not during working hours. I understand that
Confidential Information includes, but is not limited to, information pertaining to any aspect of
the Company’s and its subsidiaries’ business which is either information not known by actual or
potential competitors of the Company and its subsidiaries or other third parties not under
confidentiality obligations to the Company and its subsidiaries, or is otherwise proprietary
information of the Company and its subsidiaries or its customers or suppliers, whether of a
technical nature or otherwise. I further understand that Confidential Information does not include
any of the foregoing items, which has become publicly and widely known and made generally available
through no wrongful act of mine or of others who were under confidentiality obligations as to the
item or items involved.



          (b) Prior Obligations. I represent that my performance of all terms of this Agreement
as an officer of the Company has not breached and will not breach any agreement to keep in
confidence proprietary information, knowledge or data acquired by me prior or subsequent to the
commencement of my Relationship with the Company, and I will not disclose to the Company and its
subsidiaries or use any inventions, confidential or non-public proprietary information or material
belonging to any current or former client or employer or any other party. I will not induce the
Company and its subsidiaries to use any inventions, confidential or non-public proprietary
information, or material belonging to any current or former client or employer or any other party.



          (c) Third Party Information. I recognize that the Company and its subsidiaries have
received and in the future will receive confidential or proprietary information from third parties
subject to a duty on the Company’s and its subsidiaries’ part to maintain the confidentiality of
such information and to use it only for certain limited purposes. I agree to hold all such
confidential or proprietary information in the strictest confidence and not to disclose it to any
person, firm or corporation or to use it except as necessary in carrying out my work for the
Company and its subsidiaries consistent with the Company’s and its subsidiaries’ agreement with
such third party.



     4. Inventions.



          (a) Inventions Retained and Licensed. I have attached hereto, as Exhibit (i),
a list describing with particularity all inventions, original works of authorship, developments,
improvements, and trade secrets which were made by me prior to the commencement of the Relationship
(collectively referred to as “Prior Inventions”), which belong solely to me or belong to me
jointly with another, which relate in any way to any of the Company’s and its subsidiaries’
proposed businesses, products or research and development, and which are not assigned to the
Company hereunder; or, if no such list is attached, I represent that there are no such Prior
Inventions. If, in the course of my Relationship with the Company, I incorporate into a Company
product or its subsidiaries product, process or machine a Prior Invention owned by me or in which I
have an interest, the Company is hereby granted and shall have a non-exclusive, royalty-free,
irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, copy,
modify, make derivative works of, use, sell and otherwise distribute such Prior Invention as part
of or in connection with such product, process or machine.



2









 





          (b) Assignment of Inventions. I agree that I will promptly make full written
disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and
hereby assign to the Company, or its designee, all my right, title and interest throughout the
world in and to any and all inventions, original works of authorship, developments, concepts,
know-how, improvements or trade secrets, whether or not patentable or registrable under copyright
or similar laws, which I 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 my Relationship with the
Company (collectively referred to as “Inventions”). I further acknowledge that all
Inventions which are made by me (solely or jointly with others) within the scope of and during the
period of my Relationship with the Company are “works made for hire” (to the greatest
extent permitted by applicable law) and are compensated by my salary (if I am an employee).



          (c) Maintenance of Records. I agree to keep and maintain adequate and current written
records of all Inventions made by me (solely or jointly with others) during the term of my
Relationship with the Company. The records may be in the form of notes, sketches, drawings, flow
charts, electronic data or recordings, laboratory notebooks, and any other format. The records
will be available to and remain the sole property of the Company at all times. I agree not to
remove such records from the Company’s place of business except as expressly permitted by Company
policy which may, from time to time, be revised at the sole election of the Company for the purpose
of furthering the Company’s business. I agree to return all such records (including any copies
thereof) to the Company at the time of termination of my Relationship with the Company as provided
for in Section 5.



          (d) Patent and Copyright Rights. I agree to assist the Company, or its designee, at
its expense, in every proper way to secure the Company’s, or its designee’s, rights in the
Inventions and any copyrights, patents, trademarks, mask work rights, moral rights, or other
intellectual property rights relating thereto in any and all countries, including the disclosure to
the Company or its designee of all pertinent information and data with respect thereto, the
execution of all applications, specifications, oaths, assignments, recordations, and all other
instruments which the Company or its designee shall deem necessary in order to apply for, obtain,
maintain and transfer such rights, or if not transferable, waive such rights, and in order to
assign and convey to the Company or its designee, and any successors, assigns and nominees the sole
and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents,
mask work rights or other intellectual property rights relating thereto. I further agree that my
obligation to execute or cause to be executed, when it is in my power to do so, any such instrument
or papers shall continue after the termination of this Agreement until the expiration of the last
such intellectual property right to expire in any country of the world. If the Company or its
designee is unable because of my mental or physical incapacity or unavailability or for any other
reason to secure my signature to apply for or to pursue any application for any United States or
foreign patents, copyright, mask works or other registrations covering Inventions or original works
of authorship assigned to the Company or its designee as above, then I hereby irrevocably designate
and appoint the Company and its duly authorized officers and agents as my agent and attorney in
fact, to act for and in my behalf and stead to execute and file any such applications and to do all
other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or
transfer of letters patent, copyright or other registrations thereon with the same legal force and
effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company or
its designee any and all claims, of any nature whatsoever, which



3









 







I now or hereafter have for infringement of any and all proprietary rights assigned to the Company
or such designee.



     5. Company Property; Returning Company Documents. I acknowledge and agree that I have
no expectation of privacy with respect to the Company’s telecommunications, networking or
information processing systems (including, without limitation, stored company files, e-mail
messages and voice messages) and that my activity and any files or messages on or using any of
those systems may be monitored at any time without notice. I further agree that any property
situated on the Company’s premises and owned by the Company, including disks and other storage
media, filing cabinets or other work areas, is subject to inspection by Company personnel at any
time with or without notice. I agree that, at the time of termination of my Relationship with the
Company, whether by me or the Company and for whatever reason or circumstance, I will promptly
deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any
and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other
documents or property, or reproductions of any of the aforementioned items developed by me pursuant
to the Relationship or otherwise belonging to the Company, its successors or assigns, or any other
documents of whatever kind or nature that contain Confidential Information, including
electronically stored information that is maintained on any medium or storage of electronic data,
including a personal computer, laptop, personal data assistant or any like or similar device that
may now, or in the future come to exist. In the event of the termination of the Relationship, I
agree to sign and deliver the “Termination Certification” attached hereto as Exhibit
(ii); however, my failure to sign and deliver the Termination Certificate shall in no way
diminish my continuing obligations under this Agreement.



     6. Notification to Other Parties.



          (a) Employees. In the event that I leave the employ of the Company, I hereby consent
to notification by the Company to my new employer about my rights and obligations under this
Agreement.



          (b) Consultants. I hereby grant consent to notification by the Company to any other
parties besides the Company with whom I maintain a consulting relationship, including parties with
whom such relationship commences after the effective date of this Agreement, about my rights and
obligations under this Agreement.



     7. Solicitation of Employees, Consultants and Other Parties. I hereby agree that I
will not, during the term of my Relationship with the Company and for a period of [                    ] months
following the termination of my employment with the Company for any reason, whether with or without
cause, do any of the following, either directly or indirectly, without the prior written consent of
the Board of Directors:



          (a) attempt to negatively influence any of the Company’s and its subsidiaries’ clients or
customers from purchasing Company products or services or to solicit or influence or attempt to
influence any client, customer or other person either directly or indirectly, to direct his or its
purchase of products and/or services to any person, firm, corporation, institution or other entity
in competition with the business of the Company and its subsidiaries; and



4









 





          (b) solicit, induce, recruit, encourage, take away or influence or attempt to influence any
person employed by or a consultant to the Company or any of its subsidiaries to terminate or
otherwise cease his employment or consulting relationship with the Company or any of its
subsidiaries or become an employee of any competitor of the Company or its subsidiaries.



     8. Representations and Covenants.



          (a) Facilitation of Agreement. I agree to execute promptly any proper oath or verify
any proper document required to carry out the terms of this Agreement upon the Company’s written
request to do so.



          (b) Conflicts. I represent that my performance of all the terms of this Agreement
does not and will not breach any agreement I have entered into, or will enter into with any third
party, including without limitation any agreement to keep in confidence proprietary information
acquired by me in confidence or in trust prior to commencement of my Relationship with the Company.
I agree not to enter into any written or oral agreement that conflicts with the provisions of this
Agreement.



          (c) Voluntary Execution. I certify and acknowledge that I have carefully read all of
the provisions of this Agreement and that I understand and will fully and faithfully comply with
such provisions.



     9. Miscellaneous Provisions.



          (a) Notice. All notices provided for in this Agreement shall be in writing, and shall
be deemed to have been duly given when delivered personally to the party to receive the same, when
transmitted by electronic means, or when mailed first class postage prepared, by certified mail,
return receipt requested, addressed to the party to receive the same at his or its address set
forth below, or such other address as the party to receive the same shall have specified by written
notice given in the manner provided for in this Section 9(a). All notices shall be deemed to have
been given as of the date of personal delivery, transmittal or mailing thereof.


If to Executive:



[                    ]

[                    ]

[                    ]

[                    ]

[                    ]

[                    ]

[                    ]



If to the Company:



Duoyuan Global Water Inc.

No. 3 Jinyuan Road

Daxing Industrial Development Zone

Beijing 102600




5









 







People’s Republic of China

Attention:     Wenhua Guo

                        Chief Executive Officer

Tel: +8610-6021-2222

Fax: +8610-6021-2164




          (b) Amendment; Waiver. No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing and signed by me
and by an authorized officer of the Company (other than me). No waiver by either party of any
breach of, or of compliance with, any condition or provision of this Agreement by the other party
shall be considered a waiver of any other condition or provision or of the same condition or
provision at another time.



          (c) Entire Agreement. No other agreements, representations or understandings (whether
oral or written) which are not expressly set forth in this Agreement or the Amended Employment
Agreement have been made or entered into by either party with respect to the subject matter of this
Agreement. This Agreement and the Amended Employment Agreement contain the entire understanding of
the parties with respect to the subject matter hereof.



          (d) Governing Law. The validity, interpretation, construction, performance and
enforcement of this Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to agreements made to be performed entirely within the State of New
York, without giving effect to the principles of conflicts of law thereunder.



          (e) Consent to Jurisdiction. Except as limited by and subject to Section 7.8 of the
Amended Employment Agreement, any dispute, controversy, or claim arising out of or relating to (i)
this Agreement, and its enforcement, interpretation, termination, applicability or validity or (ii)
an alleged breach, default, or misrepresentation in connection with any of its provisions shall be
tried only in the courts of Hong Kong. I understand and agree that by execution and delivery of
this Agreement the parties accept for themselves, respectively, and in connection with their
properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts for
all such aforementioned disputes, and excluding any dispute subject to arbitration under Section
7.8 of the Amended Employment Agreement, and waive any defense of forum non conveniens and
irrevocably agree to be bound by any judgment rendered thereby in connection with this Agreement,
in each respect to the maximum extent permitted by law.



          (f) Severability. The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability of any other provision hereof,
which shall remain in full force and effect. The restrictions in Section 3 and Section 7 of this
Exhibit B and the third and fourth paragraphs of Exhibit (ii) attached hereto are
regarded by me and the Company as fair and reasonable, and the Company and I hereby expressly
confirm, declare and represent to each other that they are so regarded by us. However, it is
hereby declared that each of the restrictions including those restrictions grouped within one
section or sub-section in Section 3 and Section 7 of Exhibit B and the third and fourth
paragraphs of Exhibit (ii) attached hereto is intended to be separate and severable. If
any restriction is held to be unreasonably wide but would be valid if part of the wording were to
be deleted or the range of activities or businesses were to be reduced in



6









 







scope, such restriction will apply with so much of the wording deleted or modified as may be
necessary to make it valid.



          (g) Successors and Assigns. This Agreement will be binding upon my heirs, executors,
administrators and other legal representatives, and my successors and assigns, and will be for the
benefit of the Company, its successors, and its assigns.



          (h) Survival. The provisions of this Agreement shall survive the termination of the
Relationship and the assignment of this Agreement by the Company to any successor in interest or
other assignee.



          (i) Remedies. I acknowledge and agree that violation of this Agreement by me may
cause the Company irreparable harm, and therefore agree that the Company will be entitled to seek
extraordinary relief in court, including but not limited to temporary restraining orders,
preliminary injunctions and permanent injunctions without the necessity of posting a bond or other
security and in addition to and without prejudice to any other rights or remedies that the Company
may have for a breach of this Agreement.



          (j) Headings. The headings of the paragraphs contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or interpretation of any
provision of this Agreement.



          (k) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



          (l) ADVICE OF COUNSEL. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD
THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL
OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY
PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.



[Signature Page Follows]





7









 








     The parties have executed this Agreement on the respective dates set forth below:



	 	 	 	 	 	 	 
	COMPANY:	 	 	 	EXECUTIVE:
	 
	 	 	 	 	 	 
	DUOYUAN GLOBAL WATER INC.	 	 	 	[                    ], an Individual:
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name:

	 	Wenhua Guo	 	 	 	 
	Title:

	 	Chairman of the Board	 	 	 	 
	 

	 	Chief Executive Officer	 	 	 	 
	Date:

	 	 	 	 	 	Date:






 









 






EXHIBIT (i)




LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

EXCLUDED UNDER SECTION 4




	 	 	 	 	 
	 	 	 	 	Identifying Number
	Title	 	Date	 	or Brief Description
	 	 	 	 	 





___ No inventions or improvements




___ Additional Sheets Attached




Signature of Executive:                                         




Print Name of Executive: [                    ]




Date:





 









 








EXHIBIT (ii)




TERMINATION CERTIFICATION




     This is to certify that I do not have in my possession, nor have I failed to return, any
devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings,
blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or
property, or copies or reproductions of any aforementioned items belonging to Duoyuan Global Water
Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”), or any
other documents of whatever kind or nature that contain Confidential Information, including
electronically stored information that is maintained on any medium or storage of electronic data.



     I further certify that I have complied with all the terms of the Company’s Confidential
Information and Invention Assignment Agreement signed by me, including the reporting of any
inventions and original works of authorship (as defined therein), conceived or made by me (solely
or jointly with others) covered by that agreement or other entity in competition with the business
of the Company.



     I further agree that, in compliance with the Confidential Information and Invention Assignment
Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other
proprietary information relating to products, processes, know-how, designs, formulas, developmental
or experimental work, computer programs, data bases, other original works of authorship, customer
lists, business plans, financial information or other subject matter pertaining to any business of
the Company or any of its employees, clients, consultants or licensees.



     I hereby further agree that for a period of [                    ] months from the date of this
Certificate, I shall not either directly or indirectly, attempt to negatively influence any of the
Company’s and its subsidiaries’ clients or customers from purchasing Company products or services
or to solicit or influence or attempt to influence any client, customer or other person, to direct
his or its purchase of products and/or services to any person, firm, corporation, institution or
other entity in competition with the business of the Company and its subsidiaries. Further, I
shall not solicit, induce, recruit, encourage, take away or influence or attempt to influence any
person employed by or a consultant to the Company or any of its subsidiaries to terminate or
otherwise cease his employment or consulting relationship with the Company or any of its
subsidiaries or become an employee of any competitor of the Company or its subsidiaries.



	 	 	 
	Date:
	 	 
	 

	 	 
	 

	 	(Executive’s Signature)
	 
	 	 
	 

	 	[                    ]