Exhibit 4.15


 


 


 


 


 


 


 


Labor
Contract


(Confidential)


 


 


 


Name:
Xinghui Yang (a.k.a. Cheng Yang)





Department:





Job
No.:





Contract
No.:


 


 


 


 


 


 


 


 


 


 


 


 


Version
2010


 


 






    


    	 	Labor Contract	Page 2



    

 


Party
A (Employer):


 


Name:
Beijing Huaxia Dadi Long-distance Education Network Service Co., Ltd.


 


Domicile:
F/2, Building 21-1, No. 1, Disheng North Street, Beijing Economic-Technological Development Area, Beijing


 


Legal
Representative (Principal): Yang Cheng


 


Post
Code: 100176  Tel.: 010-57925020


 


Party
B (Employee):


 





	Name: Xinghui Yang (a.k.a. Cheng Yang)	Gender: male	Education: master
	 	 	 
	Present
Address: Room 603, Unit 2, F/10, Dormitory of Qinghe 19th Courtyard



	 	 	 
	Post Code: 	 	 
	 	 	 
	ID Card No.:	 	 
	 	 	 
	ID Card Address and Post Code: : 	 	 
	 	 	 
	Contact Tel.: 139 1165 6638	 	 
	 	 	 
	Registered Residence: : 	 	 
	 	 	 
	Date of Birth: September 24, 1970	 	 







 


According
to the Labor Law of the People’s Republic of China, Labor Contract Law of the People's Republic of China and other
relevant laws and regulations, Party A and Party B agrees to sign this Labor Contract (hereinafter referred to as “this
Contract”) for mutual compliance of various terms of this Contract on the basis of equal consultation.


 


Party
B promises that it has relived the labor contract relation with any other enterprise and public institution, social organization
or other institution, entity or organization and there is no legal relation possibly affecting the effect or performance of this
Contract. Party B’s signing of this Contract does not violate the confidentiality agreement or non-competition agreement
signed between Party B and any other unit, and Party B has no labor dispute or any other dispute affecting the performance of
this Contract with any other unit.


 


1. Job
Position


 


1.1 Party
A employs Party B to work as the General Manager in the department of General Manager Office of Party A according
to the business operation and production demands. Party B shall carefully perform its responsibilities and complete the work task
according to the job responsibilities and job requirements formulated by Party A.


 


1.2 Work
Location: The workplace where Party B signs this Contract is in Beijing. However, considering that Party A is a national
group company, Party B agrees that Party A may dispatch it to other workplaces according to specific demands.


 






    


    	 	Labor Contract	Page 3



    

 


1.3 When
Party B meets following conditions, it will have the opportunity of promotion and its wage will be increased correspondingly:
 


 


		(1)	Have
the quality of honesty and good professional ethics;



 


		(2)	Outstanding
work performance;



 


		(3)	Excellent
personal working ability;



 


		(4)	Assessment
results are at the advanced level;



 


		(5)	Have
the comprehensive abilities and potentials consistent with the requirements of the position promotion;



 


		(6)	Other
conditions of position promotion.



 


1.4 Party
B agrees that, Party A has the right to adjust Party B’ s work post, work contents, remuneration or workplace in case of
any of the following situations, and Party B shall obey the arrangements of Party A:


 


		(a)	Party
B is incompetent for its own work;



 


		(b)	Party
B’s health conditions are incompetent for the current work contents and post;



 


		(C)	Party
B’s work post or position is inexistent or full (including but limited to following conditions: Party B is not on duty due
to personal reasons or other non-working reasons, and the company nominates others due to demands of normal management and causes
this post is not in vacancy; Party A adjusts the corporate architecture or cancels the post due to demands of operation management)
due to changes in objective circumstances;



 


(d) Party
A considers there is a work post more suitable to Party B due to demands of business operation.


 


2. Term
of this Contract


 


2.1 This
Contract is a contract without fixed term (please choose to fill in as: with fixed term, without fixed term or with a term
subject to completion of certain tasks), and the specific validity term is confirmed as per following options:


 


2.1.1
With fixed term: The validity term is from __________ to ___________, and the probation period is from ___________ to _____________.


 


2.2.1
Without fixed term: The validity term is from November 11, 2011.


 


The
probation period is from ___________ to _____________.


 


2.3.1
With a term subject to completion of certain tasks:


 


The
starting standard of the task is:/ ;


 


The
completion standard of the task is:/ .


 


2.2 This
Contract may be altered or renewed after mutual agreement by negotiation.


 


3. Working
Time


 


3.1 Party
B carries out the work schedule stated in 3.1.2 below:


 


3.1.1
Standard work schedule: Party B’s daily working time shall not exceed eight hours and its weekly working time shall not
exceed forty hours; however, Party A may adjust the starting and ending time of the working time of Party B according to the workplace
and work nature of Party B and the actual job demands of Party A.


 


3.1.2
Flexible work schedule: Party B may voluntarily arrange the working time according to the job demands, but it must reach the position
requirements set by Party A, and Party B must ensure the weekly working time reach 40 hours.


 






    


    	 	Labor Contract	Page 4



    

 


3.1.3
Comprehensive work schedule: Party B’ average daily working time and average weekly working time are consistent with the
standard working time.


 


3.2 In
case of any of following situations, Party A shall be entitled to arrange Party B to postpone its working time any time:


 


3.2.1
The life, health or property safety of the worker is threatened due to natural disasters, accidents or other reasons and it needs
to be handled urgently;


 


3.2.2
Any fault is occurred on the production equipment, transportation lines or public facilities, affecting the production and public
interests, and it must be repaired timely;


 


3.2.3
Other situations stipulated by laws or regulations.


 


3.3
Party B agrees that, Party A may arrange Party B to work overtime on the basis of job demands, but Party A shall arrange Party
B to take the compensatory leaves and pay the overtime pay according to relevant provisions, unless it can make no payment as
stipulated by laws and related regulations.


 


3.4 During
the term of this Contract, Party B may be entitled with the rest days and statutory holidays stipulated by the country and the
holidays stipulated by Party A.


 


4. Labor
Remuneration


 


4.1 Wage:


 


4.1.1 The
labor remuneration of Party B shall be confirmed as per the work post, capacity performance and work performance, etc. of Party
B according to the remuneration management and other related system of Party A. The wage standard, wage structure and wage amount
of Party B when Party B enters the company shall be subject to the Letter of Employment Party A will confirm the labor
remuneration of Party B as per the principle of distribution according to work.


 


4.1.2 Party
A carries out the performance appraisal system on Party B. Party A makes the appraisal on Party B as per the appraisal system
of Party B’ s post and confirms the amount of Party B’s monthly actual wage. However, the wage paid by Party A to
Party B within the statutory working time shall not be lower than the minimum wage standard stipulated by local government where
Party B’s work locates.


 


4.1.3 Party
A carries out the system of different wages for different posts on Party B. Make the post adjustment and wage adjustment according
to the work performance, work performance and work ability of Party B and the actual conditions of Party A combining the system
of Party A. When Party A adjusts the wage of Party B, it shall be implemented as per relevant national regulations and the wage
management provisions of Party A, and notify Party B in written.


 


4.1.4 According
to the Individual Income Tax Law of the People’s Republic of China, Party B shall have the responsibilities and obligations
to pay the individual income tax, and Party A is the withholding agent.


 


4.1.5 Party
A shall pay the employee wage within the payoff time stipulated in the Employee Manual. In case of any special situation,
Party A may postpone to pay the wage of Party B under the premise of giving explanations to the employee by Party A.


 


4.2 
During the downtime of Party A, the labor remuneration of Party B shall be implemented as per local related regulations.


 


4.3 Party
B shall have the confidentiality obligation for its remuneration.


 






    


    	 	Labor Contract	Page 5



    

 


5. Labor
Condition and Labor Protection


 


5.1 
Party A shall offer necessary labor conditions and labor tools for Party B.


 


5.2 
Party A shall offer labor protections to the employee according to related national and local government provisions. As for any
post with occupational hazards, Party A shall offer the occupational hazard protections according to related national laws.


 


6. Insurance
and Welfare Benefits


 


6.1 Party
A will formulate the insurance and welfare benefits according to national labor laws and regulations and notify Party B.


 


6.2 Party
A shall pay various welfare costs for Party B according to national and local government provisions. The part ought to be undertaken
by Party B shall be withheld by Party A when paying the wage to Party B. Party B shall submit the true and complete data necessary
for handling the insurance when handling the entry formalities. All consequences and responsibilities caused by Party B’s
refusal or delay in submitting the data or the data submitted is untrue or incomplete shall be borne by Party B, not borne by
Party A.


 


6.3 Party
B’s wage or treatment under any occupational disease or work-related injury shall be implemented as per related national
laws and regulations.


 


6.4 In
case that Party B falls ill or suffers any work-related injury, its sick pay and related treatments shall be implemented as per
national laws and regulations and the rules and system of Party A.


 


6.5 Party
B’s treatments during the maternity leave, marriage and funeral leave, annual leave, etc. shall be implemented as per related
national regulations and relevant provisions of Party A.


 


6.6 Other
welfares and treatments of Party B shall be implemented as per the Employee Manual and other related welfare regulations.


 


7. Training


 


7.1 Party
A will make the training of rules, regulations and business operation procedures related with the job of Party B on Party B


 


7.2 Party
A may make the technical and skill training on Party B according to the work performance and post requirements of Party B. When
Party B accepts the contribution arrangement of Party A or the training organized by Party A, it must comply with the Training
Agreement signed with Party A.


 


7.3 If
Party B is incompetent for its own work after the appraisal, Party A may arrange to make the off-the-job training on Party B.
The off-the-job training period of Party B shall not exceed six months. During the off-the-job training period, the wage paid
by Party A to Party B shall not be lower than local minimum wage standard.


 


7.4 In
case of any of the conditions stated in Article 1.4, if Party B cannot accept the work post, work contents, remuneration or workplace
adjusted, Party B agrees that Party B enters into the state of positions wanted, and Party A may arrange Party B to take the training.
The no-post training period of Party B shall not exceed six months. During the no-post training period, Party A shall pay the
wage to Party B as per local minimum wage standard.


 


7.5 When
Party B is incompetent for its own work, Party A may directly arrange the training for Party B.


 


Party
B must attend the aforesaid training as required. In case of any failure to attend the training, it shall be deemed as the absenteeism;
in addition, Party B shall join the appraisal about the training contents, and the appraisal results of Party B shall be included
into the performance appraisal of Party B.


 






    


    	 	Labor Contract	Page 6



    

 


8. Labor
Disciplines and Award/ Punishment System


 


8.1 Party
B shall strictly comply with the laws, regulations and social moralities.


 


8.2 Party
B shall comply with various rules and regulations of Party A as well as the labor disciplines, professional ethics and industry
norms and practices of Party A, including but not limited to the safety operation regulations of Party A as well as various provisions
and requirements written in the Employee Manual, and complete the work tasks stipulated by Party A timely.


 


8.3 Party
B shall cherish the properties of Party A, comply with the management system and other related provisions of Party A, and maintain
the interests of Party A.


 


8.4 As
for Party B exemplarily complying with or violating the disciplines, rules or regulations of Party A, Party A may give awards
or punishments to Party B as per the award and punishment policies of Party A separately. In case of any loss to Party A due to
disciplinary breach behaviors of Party B, Party A shall be entitled to request Party B to give the economic compensation and hold
Party B accountable according to law.


 


8.5 Special
Provisions:


 


8.5.1
During the period when Party B is employed by Party A, Party B shall not directly or indirectly publish any opinion or article
related with the business of Party A, subordinated branches of Party A or affiliates of Party A to the newspaper, television,
radio, Internet or other media or the public without the entrustment or authorization of Party A.


 


8.5.2
Retain the archive files: After the labor relation of both parties is terminated, Party B shall not take away the business of
Party A, subordinated branches of Party A or affiliates of Party A or any business-related technical achievement, data, customer
data or business information, including the originals and copies, no matter it is in the form of paper or electronic edition.


 


8.5.3
In case that Party B seeks for any interest for itself utilizing the resources of Party A, it shall be deemed as serious discipline
violation, and Party A shall be entitled to handle it as per the discipline violation regulations in the Employee Manual.


 


9. Commercial
Secrets


 


9.1 
Party B shall keep all commercial secrets of Party A. In case of any violation of the confidentiality obligation of Party B, it
shall bear the liabilities for breach of contract (mainly implement as per Appendix II Intellectual Property Rights and Confidentiality
Agreement) for Party A.


 


9.2 
The commercial secret stated in this Contract refers to all non-public information related with the business of Party A with commercial
value understood during the tenure of Party B in Party A or developed for Party B to perform its own responsibilities, as well
as other information belonging to commercial secrete stipulated by national laws or regulations.


 


10. Intellectual
Property Rights


 


10.1 As
for the works, inventions, discoveries, technological improvements or other technical achievements completed by Party B during
the term of this Contract and one year with the termination or dissolution of this Contract mainly by making use of the work conditions
as well as the production, operation and technical information of Party A, unless stipulated by the laws, related rights (including
but not limited to copyright, patent right, trademark right, commercial secret right and other intellectual property rights)
shall belong to Party A (mainly implement as per Appendix II Intellectual Property Rights and Confidentiality Agreement).


 






    


    	 	Labor Contract	Page 7



    

 


10.2
If Party A explicitly gives up the copyright, patent or proprietary of the works, inventions, discoveries, technological improvements
or other technical achievements of Party B in written, Party B may dispose of related intellectual property rights at its free
will, but Party A still reserves the right of using such works, inventions, discoveries, technological improvements or other technical
achievements without compensation.


 


11. Dissolution,
Alteration, Renewal, Termination and Resignation Formalities of this Contract


 


11.1 This
Contract can be terminated in case that both parties have reached consensus.


 


11.2 Party
A shall have the right to dissolve this Contract with Party B according to Article 36, Article 39, Article 40 and Article 41 of
the Labor Contract Law and other laws and regulations.


 


11.3 In
case Party B resigns, it shall notify Party A in written 30 days in advance (3 days in advance if within the probation period),
complete the work handover with Party A, return the properties of Party A and fulfill other obligations agreed with Party A, otherwise
Party A may not handle the formalities (including the resignation certificate, etc.) of dissolving the Labor Contract.


 


11.4 In
case of any of following situations of Party B, Party A shall not dissolve or terminate this Contract according to Article 40
and Article 41 of the Labor Contract Law, unless it conforms with Article 11.3 hereof:


 


11.4.1
The worker engaged in any occupational hazard operation fails to take the pre-post occupational health examination, or the patient
with any suspected occupational disease is within the diagnosis or medical observation period;


 


11.4.2
Party B suffers any occupational disease or work-related injury and is affirmed to lack of all or some of labor capacity;


 


11.4.3
Party B falls ill or suffers any work-related injury and is within the medical period stipulated;


 


11.4.4
The female employee is within the pregnancy, perinatal or lactation period;


 


11.4.5
Party B works at Party A for successively fifteen years and it is shorter than five years away from the statutory retirement age;


 


11.4.6
Other situations stipulated by the laws and regulations.


 


11.5 This
Contract shall be terminated in case of any of the following conditions:


 


11.5.1
This Contract shall be terminated in case of any of the conditions stipulated in Article 44 of the Labor Contract Law;


 


11.5.2
The term of this Contract expires and one of the conditions stipulated in Article 45 of the Labor Contract Law exist, this Contract
shall be postponed to the time when the corresponding condition disappears. If the Labor Contract of the worker being affirmed
to lack of all or some of labor capacity due to any occupational disease or work-related injury is terminated, it shall be implemented
as per related national regulations regarding the employment injury insurance.


 


11.5.3
Other termination situations stipulated by the laws and regulations appear.


 






    


    	 	Labor Contract	Page 8



    

 


11.6
Party B shall not dissolve the Labor Contract privately in violation against laws or this Contract. In case Party B neither dissolves
labor contract with Party A, not executes the working tasks assigned by Party A or privately resigns or works for other units
and individuals, Party A shall have the right to punish Party B accordingly as per the provisions hereunder and relevant rules
and systems of the unit, including but not limited to consideration of Party B’s voluntary resignation (unilateral resignation),
or imposing of disciplinary punishment or economic penalty to the extent of dissolution of this Contract. Party B shall compensate
for Party A’s resulting loss in case of any.


 


11.7
In case Party A is in any of the cases specified by Article 38 of the Labor Contract Law, Party B may dissolve this Contract.


 


11.8
Renewal of this Contract: in case both parties hereto agree on renewal of labor relationship, they shall renew the Labor Contract
30 days prior to expiry of this Contract.


 


11.9 Alteration
of this Contract


 


11.9.1
Both parties hereto agree to alter the contents hereunder in writing through amicable negotiation;


 


11.9.2
In case of changes of laws, regulations and rules on which this Contract are based when it is concluded, they shall alter this
Contract by law;


 


11.9.3
In case this Contract couldn’t be performed with major changes of objective situations on which this Contract are based
when it is concluded, both parties hereto may alter this Contract through amicable negotiation;


 


11.9.4
In case of other alteration cases specified by both parties hereto, the corresponding contents hereunder shall be changed accordingly.


 


11.10 Economic
Compensation


 


When
Party A dissolves this Contract as per Articles 11.1 and 11.2 hereunder or dissolves this Contract with Party B otherwise and
needs to pay economic compensation to Party B by law, Party A would pay economic compensation to Party B as per relevant provisions
of the State on the basis of Party B’s working years in Party A.


 


11.11 Resignation
Formalities


 


11.11.1
Party B understands and agrees, upon dissolution or termination of the labor contract between Party A and Party B, in case Party
B’s personal files are stored in Party A, from Party B’s resignation date on, Party A won’t bear the expense
for storing Party B’s files.


 


11.11.2
After Party B handles resignation formalities as per provisions of Party A, Party A shall issue certificate of labor relationship
dissolution or termination to Party B.


 


11.11.3
Party B shall bear all legal responsibilities and economic losses caused in any of following cases;


 


11.11.3.1
Party B fails to go through resignation delivery formalities as per Party A’s provisions;


 


11.11.3.2
Party B doesn’t receive and sign resignation notice and resignation certificate in time;


 


11.11.3.3
Party A couldn’t deliver the certificate of dissolving or terminating labor relationship to Party B, which is attributable
to Party B.


 


12. Breach
Responsibilities


 


12.1 In
case both parties hereto cause loss to each other in violation against the provisions hereunder, they shall compensate for economic
loss to each other.


 






    


    	 	Labor Contract	Page 9



    

 


12.2
In case Party B dissolves this Contract without notifying Party A 30 days in advance, Party A shall have the right to request
Party B to continuously perform this Contract and request Party B to bear compensation responsibility within the compensation
scope including Party A’s expense paid for accepting or recruiting Party B (including but not limited to liquidated damages
paid to Party B’s former company, training fee paid to graduate school, human resource agent fee, etc); training educational
expense which Party A pays for Party B; the loss from production and operational difficulty which Party B’s contract dissolution
causes to Party A as well as other losses.


 


In
case Party B dissolves this Labor Contract in violation against the contract term specified hereunder, if it is allowed by laws,
Party B shall compensate for Party A’s loss caused by Party B’s dissolution of labor contract as per the foresaid
specified scope.


 


12.3
If Party B accepts the professional technical training provided by Party A, both parties shall sign the Training Agreement.
In case Party B violates the provisions on service term in the Agreement, it shall compensate for the training expense paid by
Party A according to the provisions of this Agreement.


 


12.4
After this Contract is dissolved, Party B shall hand over the work to Party A’s designated staff within the period designated
by Party A. Party B shall perform work handover formalities with Party A and return Party A’s properties, clear claims and
debts. In case of illegal dissolution, it shall also bear breach responsibilities specified hereunder or other legal responsibilities
specified by laws and regulations to Party A. After Party B has performed above handover formalities and return Party A’s
properties and bear relevant responsibilities, Party A shall settle the salary with Party B by law, or Party A shall have the
right to stop paying economic compensation. In case Party B fails to hand over the work and properties, which causes economic
loss to Party A, Party B shall bear compensation responsibilities as per loss degree, or Party A shall have the right to make
corresponding deduction from Party B’s resignation salary or economic compensation fund.


 


12.5
In case Party B violates guarantee article and the provisions of Article 8.5 hereunder, Party A may impose disciplinary punishment
according to the provisions of such Rules and Systems as the Employee Manual, in case of serious disciplinary violation,
Party A shall have the right to handle it according to the provisions on disciplinary provisions of the Employee Manual,
at the same time Party A shall have the right to recover the income already obtained by Party B and request it to compensate for
Party A’s loss.


 


13. Party
B’s Guarantee


 


13.1
Party B guarantees it has legally dissolved or terminated labor relationship with its former employer.


 


13.2
Party B shall guarantee such documents as all its personal information, certificate and data provided to Party A are authentic
and valid, and bear corresponding responsibilities.


 


13.3
Party B guarantees: within the term of this Contract, Party B shall not be employed by such entities or individuals as other social
group, company and individual business, and bear confidentiality obligation for all commercial secrets he contacts during the
period he works in Party A and shall not disclose them privately or by others.


 


13.4
Party B guarantees: within the term of this Contract, without approval of Party A, Party B shall not be employed by other companies
and organizations, shall not engage on any other commercial activities in the same industry as Party A or assume any positions
as director, shareholder or partner of other company or organization, or constitute any labor or working relationship with other
companies, organizations and individuals. In case Party B violates the provisions, Party B shall return the salary which Party
A has paid for the corresponding working time, Party A shall confiscate Party B’s income and Party B shall bear breach responsibilities.


 






    


    	 	Labor Contract	Page 10



    

 


13.5
In case Party B violates any of above five guarantees, it shall be considered as Party B’s serious disciplinary violation,
Party A shall have the right to handle it as per the provisions on disciplinary violation of the Employee Manual.


 


14. Treatment
of Labor Disputes


 


In
case of labor disputes when both parties hereto perform this Contract, both parties hereto shall settle it through amicable negotiation
or apply for arbitration to local labor dispute arbitration commission in the place where Party A is; in case any party objects
to the arbitral judgment, it may file a lawsuit to the local people’s court in the place where Party A is.


 


15. Special
Statements


 


15.1
Party B confirms, he would or has fully known and understood all the Company’s rules and systems like human resources management
and detailed rules on commercial activities through information communication channel designated by Party A’s company (including
but not limited to such documents as employee manual, commercial management system, administrative management system and financial
systems, etc.), has clearly known their true meaning and legal meaning and taken them as behavior guidance.


 


15.2
Party A’s all rules and systems shall be released on intranet site of Party A. Party B may log into it and understand Party
A’s all rules and systems.


 


16. Miscellaneous


 


16.1
The following documents are appendixes hereof, being equally authentic as this Contract:


 


Appendix
I: Intellectual Property Rights and Confidentiality Agreement


 


Appendix
II: Employee Manual


 


Appendix
III: Letter of Employment


 


16.2
The matters not covered hereunder are applicable to Party A’s Employee Manual or relevant provisions of internal rules and
systems. The matters not covered by Party A’s Employee Manual or relevant provisions shall be subject to the national provisions
of existing labor laws and regulations. In case of conflicts between the articles hereunder and Party A’s Employee Manual
or internal rules and systems, the provisions hereunder shall prevail. However, in case of conflicts between the articles hereunder
and/or Party A’s Employee Manual or internal rules and systems and existing national labor laws and regulations, the existing
national labor laws and regulations shall prevail, but it doesn’t affect effectiveness of other articles hereunder.


 


16.3
Party A would, at the demand of its operation and management, formulate and modify its all rules and systems according to the
procedures specified by the laws, including but not limited to Code of Business Conducts and Employee Manual, etc.,
Party A would notify Party B by law so as to release and implement them. At the same time Party A would release the Employee
Manual in the Company’s intranet site, and Party B guarantees he would log into the site to know such documents as updated
rules and systems and accept restriction from corresponding rules and systems, etc.


 






    


    	 	Labor Contract	Page 11



    

 


16.4
In case of changes of such information as Party B’s ID certificate, household address and registered permanent residence
and communication mode, etc indicated at the head of this contract, Party B shall notify Party A within 5 working days from alteration
day on. In case Party B doesn’t notify Party A as per the provisions herein, all documents which Party A sends according
to the address and delivery mode indicated hereunder shall be considered delivered ( seven (7) days after registered mail is posted,
three (3) days after EMS is posed, one (1) day after fax is sent).


 


16.5
Unless it is clearly specified hereunder, “day”, “month” and “year” hereunder refers to day,
month and year in Gregorian calendars.


 


16.6
This Contract is made out in two originals, one for each party. It takes effect from the date on which it is signed and sealed
by both parties hereto. Both are being equally authentic.


 





	Party
A: (Seal)	Party B:	 
	(Signature)
	 	 	 	 
	Legal Representative or Authorized Representative (Signature)	
	 	 	 	 
	Date:
November 1, 2011 	 	 	Date: November 1, 2011



  



    


    	 	Labor Contract	Page 12



    




 


 


Renew
of Labor Contract


 


Both
parties hereto signed Labor Contract and Intellectual Property Rights and Confidentiality Agreement on ___ ___,
___ (Contract No.: ______, hereinafter referred to as “Labor Contract”), both parties hereto agree to extend the term
of Labor Contract to ___ ___, ___ through equal negotiation.


 





	Party
A (Seal):		Party B (Signature):
	 	 	 
	Legal Representative or Authorized
                    Representative (Signature):



	
	 	 	 
	Date: ___ ___, ____



	 	Date: ___ ___, ____






   


Both
parties hereto signed the Labor Contract and Intellectual Property Rights and Confidentiality Agreement on ___ ___,
___ (Contract No.: ______, hereinafter referred to as “Labor Contract”), both parties hereto agree to extend the term
of Labor Contract to ___ ___, ___ through equal negotiation.


 





	Party
A (Seal):		Party B (Signature):
	 	 	 
	Legal Representative or Authorized
                    Representative (Signature):



	
	 	 	 
	Date: ___ ___, ____



	 	Date: ___ ___, ____






  






    


    	Appendix of Labor Contract-Intellectual Property Rights and Confidentiality Agreement
 
	Page 13



    

 


Intellectual
Property Rights and Confidentiality Agreement


 


The
Intellectual Property Rights and Confidentiality Agreement is taken as appendix of this Labor Contract. “Party
A” and “Party B” hereunder are kept consistent with those in this Labor Contract.


 


Whereas,
both parties hereto have labor relationship and Party A owns commercial secrets, intellectual property rights and confidentiality
data which are already developed, edited and to be developed and edited, while the said data have huge effect on Party A’s
business or business operation of Party A’s auxiliary or relevant companies. Party B may directly or indirectly contact
or know above commercial secrets, intellectual property rights and confidentiality data from the date on which it is employed
by Party A. In case Party B discloses or reveals any commercial secrets, intellectual property rights and confidentiality data
without approval of Party A, it may damage interests of Party A and/or Party A’s clients or business partners.


 


Therefore,
both parties hereto conclude following agreement over intellectual property rights and the Company’s commercial secrets
on November 1, 2011:


 


1. Interpretations
and Definitions


 


1.1. Unless
otherwise defined hereunder, the following terms and words are interpreted and defined as below:


 


“Confidentiality
Data” refers to all or any materials, data and concepts of any forms (including tangible or intangible data and concepts),
which are provided by Party A, known by Party B from Party A, or developed by Party B for performing personal duty, or related
to Party A’s business or operation, or related to Party A’s employee, client, consultant or business related person.
The above data and concepts are individually or jointly produced by Party A’s any employee or consultant in employment period
or on the basis of consultant relationship, while these data and concepts have commercial value or other benefit effect on the
business engaged or to be engaged by Party A or its subsidiaries or auxiliary facilities or relevant companies, and are non-public
information. Except above interpretations, the confidential data also cover any concepts, materials or data provided or disclosed
to Party B before this Agreement is signed, and all articles and articles of the Labor Contract including (but not limited to)
following items:


 


a) Information,
data and drawings, as well as models, samples, source procedures, target procedures, etc on product design, tool mould, manufacturing
method, technological process, material formula, experience formula, test data, computer software and its calculation method,
design currently owned by Party A and being developed or conceived;


 


b) Information
and data of service items currently owned by Party A and being developed or conceived;


 


c) Methods
of such business activities as quality management method, pricing method and sales method currently owned by Party A and being
developed;


 


d) Information
of such business activities as Party A’s business plan, product development plan, financial situations, internal business
procedures and name lists of suppliers, distributors and clients, etc.;


 






    


    	Appendix of Labor Contract-Intellectual Property Rights and Confidentiality Agreement
 
	Page 14



    

 


e) On
the basis of laws and agreements, commercial secrets of the third party to which Party A shall bear confidentiality responsibility
to the third party.


 


“Employment”
refers to Party B is employed by Party A on the basis of the Labor Contract Signed by both parties hereto.


 


“Intellectual
Property Rights” refer to the intellectual property rights owned for any and all concepts, procedures, trademarks, inventions,
design, experiment, technology, computer hardware or software, original works, procedures, invention, patent rights, copyright,
articles, market and or commercial concepts, plan or strategies by law, as well as all improved concepts or plans or strategies,
skills, rights, declaration or registration or registration right related to above contents ( not matter they are finally protected
compulsorily by the certificate issued by the State or not, including but not limited to successful patent application or trademark
registration), and conception, development or creation of above items are (i) related to business or activities available to Party
A or in the plan of Party A; (ii) related to Party A’s current or expectable research and development; (iii) results of
any matters Party B performs in stead of Party A; (iv) involved with utilization of Party A’s any devices, equipment, facilities
or commercial secrets; (v) caused by Party B’s direct or indirect contact with Party A’s memorandums, drafts, records,
drawings, sketches, patterns, maps, client name list, research results, data, procedures, plan, invention, procedures, instruments
or other materials (hereinafter referred to as “ Party A’s Data”).


 


“Post
Works” refer to the works Party B develops for completing the Company’s tasks or mainly by the conditions provided
by the Company or its subsidiary or branch or related company (singly or jointly with other persons) during working period in
Party A, including but not limited to invention, design, conception, procedures, technologies, computer hardware, tool and mould
design, manufacturing method, technological process, material formula, experience formula, test data or computer software and
its calculation method, procedures, original works, market and/or commercial concepts, works in any forms, commercial design,
logo design, all above research and development results and improvement on Party A’s current research and development results
planed and schemed in the period Party B is employed by Party A, which are not in personal business scope but within Party A’s
business scope.


 


1.2. The
titles hereunder are for references only and shall not be considered when this Agreement is interpreted.


 


1.3. The
terms and conditions, and appendixes mentioned hereunder refer to the articles and appendixes of this Agreement.


 


1.4. The
nouns and sentences of singular hereunder also cover plural, vice versa. Any sex indicated by the nouns and sentences has included
each sex.


 


1.5. Persons
mentioned hereunder cover any person, legal persons or non legal persons.


 


1.6. Rules,
regulations, legislation or enactment refer to the rules, regulations, legislation or enactment which are available or modified
from time to time or re-formulated.


 


1.7. This
Agreement could singly constitute an independent and executable legal document.


 






    


    	Appendix of Labor Contract-Intellectual Property Rights and Confidentiality Agreement
 
	Page 15



    

 


2. Proprietary
Rights


 


2.1 All
the rights and interests (including but not limited to all rights regarding intellectual property rights and the registration,
declaration rights ) of all post works and their intellectual property rights are exclusively owned by Party A, i.e, all post
works and achievements containing intellectual property rights shall be deemed as post works and achievements. Party B must take
all actions which Party A deems necessary to protect Party A’s intellectual property rights. Although Party B has right
to retain any intellectual property right due to the implementation of law, Party B shall irrevocably agree to transfer all rights,
titles and rights in the intellectual property right to Party A without any additional expenses to Party A, with the exception
of works independently created by Party B in his spare time and no condition defined in “Intellectual Property” Definition
(i), (ii), (iii), (iv), (v) in Article 1.1 is involved.


 


2.2 Party
B agrees to maintain all written records regarding its recent intellectual property rights and all records about Party B’s
participation (individually or jointly with other persons) in the development of intellectual property rights during the employment
period. These records shall be maintained in notes, drafts, drawings or any other manner designated by Party A. These records
are owned by Party A, and Party A has the right to use these records in any way at any time.


 


2.3 Party
B also agrees to take the works created in the following conditions as relevant works and intellectual property rights made by
Party B’s access to Party A’s materials.


 


a. Works
and intellectual property rights made by Party B when he is employed by Party A or its subsidiaries or affiliates or in connection
with Party A’s business or operation;


 


b. Within
12 months after Party A terminates the employment of Party B, when Party A or its holding company or its subsidiaries or affiliates
make, use, sell or practice intellectual property rights or use such intellectual property rights to apply for patent, trademark,
copyright or other property rights.


 


2.4 Miscellaneous:


 


a. Party
B agrees that all post works created by him shall be immediately reported to Party A in the form required by Party A.


 


b. Party
B understands that, the intellectual property right of any post work belongs to Party A, including but not limited to:


 


i) Copyright
in applying for a patent for an invention or design at home or abroad;


 


ii) Copyright
in computer software, trademark design, logo design and other works;


 


iii) Right
in trade secret, exclusive right in trade name and trademark.


 


c. Party
B agrees to take all legal actions which Party A deems necessary to obtain and maintain the intellectual property rights of the
above post works according to Party A’s requirements, including application, registration etc; in addition, Party B agrees
to issue necessary documents and take necessary measures in accordance with Party A’s requirements to confirm that the above-mentioned
Party A’s post works belong to Party A.


 


d. Party
B agrees not to disclose any information regarding the above post works to the third party without the prior written consent of
Party A.


 






    


    	Appendix of Labor Contract-Intellectual Property Rights and Confidentiality Agreement
 
	Page 16



    

 


3. Description
of Original Intellectual Property Rights and Relevant Obligations


 


3.1 Party
B shall submit to Party A a written statement:


 


a. All
patents, copyrights and commercial secrets previously owned by Party B (essential contents of these commercial secrets may not
be disclosed);


 


b. Commercial
secrets which Party B has previously assumed the confidentiality obligations to any third party according to the law or agreement
(essential contents of these commercial secrets shall not be disclosed);


 


c. Activities
which Party B has previously promised to any third party according to the agreement that it will not engage in certain job field
at certain period.


 


Such
written statement, if any, shall be incorporated as the annex to this agreement.


 


All
commercial or law responsibilities caused by Party B’s failing to make such written statement shall be borne by Party B.


 


4. Party
B’s Warranties, Representations and Responsibilities


 


4.1 In
addition to according to Party A’s work arrangement and for the purpose of safeguarding the interests of Party A, or the
confidentiality data is widely published and propagated during or after the employment of Party B, no matter during or after the
employment period of Party A, without the written consent of Party A, Party B warrants that he will never directly or indirectly
use, make, reveal, sell, disclose, publish or otherwise use or communicate any confidentiality data to any third party, and will
never use or assist others in using any confidentiality data of Party A for other purposes, and never copy or transfer any confidentiality
data of Party A; and it is understood that disclosing confidentiality data and improperly revealing commercial secrets without
authorization will harm the interests of Party A.


 


4.2 Party
B warrants that during Party A’s employment, Party B will not directly or indirectly publish opinions or articles regarding
the business of Party A, its subsidiaries or affiliates to newspapers, television, radio, Internet and other media or the public.


 


4.3 If
Party B publicly releases his works in the form of manuscript or speech, Party B shall submit these manuscripts or speeches to
Party A for review thirty (30) days prior to such release, Party A shall determine whether the disclosure of such information
will affect or harm the interests of Party A.


 


4.4 In
case Party B’s employment is terminated, Party B shall immediately return to Party A all and any materials and written records
(including manuscripts) (including but not limited to information relating to confidentiality data or information which is contained
in confidentiality data) obtained from Party A, created for Party A or belonged to Party A, as well as documents, records, notes,
outlines, data, source programs, object programs, models, samples, and any other materials containing confidentiality data regarding
works development. In addition, Party B will issue the commitment letter according to the requirements of Party A, promise that
all confidentiality data have been returned to Party A, and guarantee that Party B will not use Party A’s “confidentiality
data” or disclose such information to any third party after termination of employment.


 






    


    	Appendix of Labor Contract-Intellectual Property Rights and Confidentiality Agreement
 
	Page 17



    

 


4.5 Party
B shall keep the confidentiality data that “need to know” at his place of work and/or anywhere else under its control,
and return such confidentiality data to the appropriate person or department or otherwise dispose of such confidential when it
is no longer necessary to know it.


 


4.6 Party
B shall not copy or reproduce any confidentiality data in any other way unless the material copying is for the purpose of carrying
out the legitimate business of Party A.


 


4.7 Party
B guarantees that, he will not directly or indirectly disclose, use, copy, publish or extract any confidentiality data to any
third party without approval of Party A’s management level.


 


Party
B guarantees that he will not violate this agreement to take responsibility for any third party (including former employer and
business partner).


 


4.8 Except
for the provisions in existing laws and regulations, Party B promises not to disclose or reveal any terms and conditions of the
Labor Contract; At the same time, Party B shall notify Party A in advance while performing any terms and conditions of
Labor Contract according to the government’s requirements.


 


4.9 Party
B undertakes and agrees that, during his employment, he will ensure all confidentiality data are not disclosed, used or taken
away from his place of work or Party A’s office in the strictest manner, except it is necessary to perform the duties of
its employee.


 


4.10
Party B agrees that, during his employment, Party A has the right to collect and review the confidentiality data held by Party
B at any reasonable time and place without prior notice, and collect and record all videos and/or audios belonging to the company
in any reasonable and legal manner.


 


4.11
Party B shall assist Party A in obtaining and executing all matters relating to the registration of patents, copyrights, other
rights or intellectual property rights in any country through normal and reasonable approach, and assist Party A in signing all
necessary legal or non-legal documents in case of any of the following circumstances:


 


a. Apply
for and obtain patent, copyright or other worldwide rights of protection, and continue and reply such rights after such rights
are obtained, and transfer such rights and its continuation to Party A (unless otherwise indicated by Party A):


 


b. Assist
Party A in defense when an application for the above rights is opposed or rejected, or when the above patent, copyright or other
rights are opposed through legal procedure, or when a petition or application for revocation of such patents, copyrights or other
rights is filed;


 


c. Cooperate
with Party A to take legal actions relating to infringement of patents, copyrights or other rights.


 


4.12
Party B warrants that, while executing this agreement, Party B has no intention or is not intended to exclude existing ideas,
processes, inventions, discoveries, markets or business ideas or improvement measures from this agreement, and Party B has not
entered into any legal documents with any third party (including but are not limited to government departments) concerning the
transfer of the above-mentioned inventions, trademarks, copyrights, ideas, procedures, discoveries or intellectual property rights.


 






    


    	Appendix of Labor Contract-Intellectual Property Rights and Confidentiality Agreement
 
	Page 18



    

 


4.13
Party B undertakes that, Party B will not use Party A's name or any trademark belonging to Party A in advertising or promotion
at any time without the written consent of Party A.


 


4.14 
No Conflicting Agreement


 


Party
B represents and guarantees that, Party B accepts the employment of Party A and signs this agreement (including attachments),
and does not violate other contracts or agreements.


 


5. Mandatory
Compensation


 


Party
B confirms that failure to perform any provision of this agreement will immediately cause irremediable damages to Party A, and
will face other enforcement actions and remedial actions, including immediate discharge without any compensation.


 


6. Cumulative
Rights


 


The
rights and remedies referred in this agreement are cumulative, any right or remedy executed by Party A according to this agreement,
other agreements or other laws will not impede or relieve Party A from exercising any other rights or remedies. This agreement
shall be applicable to Party A, its successors and assigns.


 


7. Liability
for Breach


 


If
Party B violates the confidentiality obligation and other provision hereof, Party B shall pay liquidated damages to Party A as
agreed, in the amount of RMB ; in case Party B violates multiple obligations, Party B shall pay liquidated damages
respectively. If Party B violates its obligations hereunder and brings losses to Party A, Party B shall also be subject to compensation.


 


8. Survival


 


Should
any one or more provisions of this agreement become invalid, illegal or unenforceable at any time, the validity, legality, enforcement
and execution of the remaining provisions shall not be affected thereby.


 


9. Entire
Agreement


 


This
agreement constitutes the entire agreement and understanding between the parties, and supersedes all prior oral, written or other
suggestions, representations, warranties, agreements or undertakings, as well as agreements which neither party sign according
to the above suggestions, representations, warranties, agreements or undertakings. Unless agreed by both parties in writing, this
agreement shall not be revised or changed.


 


10. Notice


 


Any
notice under this agreement must be communicated in writing to the registered address of Party A or the mailing address of Party
B. In the following conditions, any notice shall be deemed as delivered: (a) these notices are delivered personally; (b) three
days after the postage is paid by courier; (c) if notice is sent by fax, notice shall be deemed as delivered when the fax machine
confirms that notice has delivered to the correct number, or when personal computer confirms the receipt acknowledge.


 






    


    	Appendix of Labor Contract-Intellectual Property Rights and Confidentiality Agreement
 
	Page 19



    

 


11. Expenses


 


Party
A shall assume all expenses incurred by preparation and execution of this agreement.


 


12. Additional
Guarantee


 


Party
B warrants that, Party B will submit, sign and execute all other legal documents, matters or actions necessary for the performance
of the terms of this agreement.


 


13. Law
and Jurisdiction


 


This
agreement is governed and will be construed in accordance with the laws of the People’s Republic of China. In case of any
conflict between relevant provisions of this agreement and relevant laws and regulations, the relevant laws and regulations shall
prevail.


 


For
any dispute arising from the performance of this agreement, if negotiation fails, both parties agree to refer the dispute to the
court of the company’s domicile (if Party A is branch, court where the branch is located).


 


This
agreement is made in two copies, each party holds one copy and each copy bears the same validity.


  


	Party A (Seal): COMPANY
    SEAL	Party
    B (Signature): /s/ Xinghui Yang
	 	 
	Legal Representative
    or Authorized Representative (Signature):	
	 	 
	Date: November 1,
    2011	Date: November 1,
    2011