CONTRACTS AND OTHER COMMITMENTS.
EXCEPT AS SET FORTH ON
SCHEDULE 2.8, THE COMPANY DOES NOT HAVE AND IS NOT BOUND BY ANY CONTRACT,
AGREEMENT, LEASE, OR COMMITMENT, WRITTEN OR ORAL, ABSOLUTE OR CONTINGENT, OTHER
THAN (I) CONTRACTS FOR THE PURCHASE OF SUPPLIES AND SERVICES THAT WERE ENTERED
INTO IN THE ORDINARY COURSE OF BUSINESS AND THAT DO NOT INVOLVE MORE THAN
TWENTY-FIVE THOUSAND UNITED STATES DOLLARS (U.S. $25,000), AND DO NOT EXTEND FOR
MORE THAN ONE YEAR BEYOND THE DATE HEREOF, (II) SALES CONTRACTS ENTERED INTO IN
THE ORDINARY COURSE OF BUSINESS, (III) CONTRACTS TERMINABLE AT WILL BY THE
COMPANY ON NO MORE THAN THIRTY (30) DAYS' NOTICE WITHOUT COST OR LIABILITY TO
THE COMPANY WHICH NEITHER INVOLVE ANY EMPLOYMENT OR CONSULTING ARRANGEMENT NOR
ARE MATERIAL TO THE CONDUCT OF THE COMPANY'S BUSINESS, (IV) CONFIDENTIALITY
AGREEMENTS, AND (V) CONTRACTS PROVIDED FOR IN THIS AGREEMENT.
NEITHER THE
COMPANY, NOR, TO THE COMPANY'S KNOWLEDGE, ANY OTHER PARTY TO ANY CONTRACT
COVERED BY CLAUSES (I) TO (V) ABOVE, IS IN DEFAULT (OR WOULD BE IN DEFAULT IN
THE EVENT OF THE GIVING OF NOTICE OR PASSAGE OF TIME OR BOTH) UNDER ANY
CONTRACT, AGREEMENT, LEASE OR COMMITMENT, INCLUDING BUT NOT LIMITED TO THOSE
COVERED BY CLAUSES (I) TO (V) ABOVE.
NOTWITHSTANDING THE FOREGOING, EMPLOYMENT
AND CONSULTING CONTRACTS AND CONTRACTS WITH LABOR UNIONS, AND LICENSE AGREEMENTS
AND ANY OTHER AGREEMENTS RELATING TO THE COMPANY'S ACQUISITION OR DISPOSITION OF
PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHTS OR TECHNOLOGY (OTHER
THAN STANDARD END-USER LICENSE AGREEMENTS) SHALL NOT BE CONSIDERED TO BE
CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS.
THE COMPANY
4
IS NOT IN VIOLATION OF OR DEFAULT (OR WOULD BE IN DEFAULT IN THE EVENT OF THE
GIVING OF NOTICE OR PASSAGE OF TIME OR BOTH) UNDER ANY PROVISION OF EITHER THE
ECAREER BEIJING COOPERATIVE CONTRACT, DATED DECEMBER 2, 1999 OR THE ECAREER
SHANGHAI COOPERATIVE CONTRACT, DATED JULY 20, 2000.
2.9
RELATED-PARTY TRANSACTIONS.
EXCEPT AS SET FORTH ON SCHEDULE 2.9,
NO EMPLOYEE, OFFICER, SHAREHOLDER OR DIRECTOR OF THE COMPANY OR MEMBER OF HIS OR
HER IMMEDIATE FAMILY IS INDEBTED TO THE COMPANY, NOR IS THE COMPANY INDEBTED (OR
COMMITTED TO MAKE LOANS OR EXTEND OR GUARANTEE CREDIT) TO ANY OF THEM.
TO THE
BEST OF THE COMPANY'S KNOWLEDGE, NONE OF SUCH PERSONS HAS ANY DIRECT OR INDIRECT
OWNERSHIP INTEREST IN ANY FIRM OR CORPORATION WITH WHICH THE COMPANY IS
AFFILIATED OR WITH WHICH THE COMPANY HAS A BUSINESS RELATIONSHIP, OR ANY FIRM OR
CORPORATION THAT COMPETES WITH THE COMPANY, EXCEPT THAT EMPLOYEES, SHAREHOLDERS,
OFFICERS, OR DIRECTORS OF THE COMPANY AND MEMBERS OF THEIR IMMEDIATE FAMILIES
MAY OWN STOCK IN PUBLICLY TRADED COMPANIES THAT MAY COMPETE WITH THE COMPANY
(BUT NOT EXCEEDING 2% OF THE OUTSTANDING CAPITAL STOCK OF ANY SUCH FIRM OR
CORPORATION).
NO OFFICER, DIRECTOR, OR SHAREHOLDER OR ANY MEMBER OF THEIR
IMMEDIATE FAMILIES IS, DIRECTLY OR INDIRECTLY, INTERESTED IN ANY CONTRACT(S) OR
TRANSACTION(S) WITH THE COMPANY.
2.10
REGISTRATION RIGHTS.
THE COMPANY IS PRESENTLY NOT UNDER ANY
OBLIGATION AND HAS