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1、CONFIDENTIALITY AND NON-COMPETITION AGREEMENTBY AND BETWEENNAME OF THE EMPLOYERANDNAME OF THE EMPLOYEETABLE OF CONTENTS1.DEFINITIONS12.REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS - CONFIDENTIALITY23.REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS - NON-COMPETITION44.EMPLOYMENT AFTER TRAINING55.INTELLE
2、CTUAL PROPERTY56.RETURN OF MATERIALS67.LIABILITY FOR BREACH68.APPLICABLE LAWS69.SETTLEMENT OF DISPUTES610.INTEGRITY AND SEVERABILITY711.OTHERS7SCHEDULE I9THIS AGREEMENT is made in place of execution, name of the city and province, the Peoples Republic of China (the “PRC”) on this date day of month,
3、year, by and between the following two parties:Party A: Insert Name of the Employer, a company duly established in the PRC with its legal address at Insert address. Party A shall hereinafter be referred to as the “Employer”; andParty B: Insert Name of the Employee, a citizen of the PRC whose identit
4、y card number is Insert number, of Insert address. Party B shall hereinafter be referred to as the “Employee”.WHEREAS:A. On Insert date Party A and Party B executed an Employment Contract in accordance with the laws of the PRC and both acknowledge that Party B is an employee of Party A.B. The Employ
5、er possesses advanced technology in the area of Insert business scope.C. The Employee agrees to maintain the strictest confidentiality in respect of such technology and other business secrets belonging to the Employer and not to engage in any business or otherwise compete with the Employer at any ti
6、me during his or her employment with the Employer or for a period of three (3) years after termination of such employment.After friendly discussions and negotiation, Party A and Party B have agreed to the following terms and conditions with respect to the Employees duties of confidentiality and non-
7、competition:1. DEFINITIONSUnless otherwise required by the context of this Agreement, the following terms used in this Agreement shall have the meanings set forth below:1.1 “Confidential Information” shall mean any information which is contained, stored, archived or recorded either in electronic for
8、mat on any computer disc, CD-ROM, CD, hard drive or software or which is incorporated, reproduced or embodied in any document or other tangible item in either case belonging to or used by the Employer or any other company or legal person in which it has any interest including, without limitation, an
9、y subsidiary company, equity or contractual or co-operative joint venture (“Affiliate”) comprising:(a) any proprietary software whether developed or in the process of development and whether or not intended to be used as part of an operating system, any networking, design, conversion and/or translat
10、ion programmes and any information stored or recorded on any of the foregoing;(b) any information regarding the business and affairs, customers and suppliers of the Employer or any Affiliate, the disclosure of which to any competitor or to the general public would or might be detrimental to the inte
11、rests of the Employer or any Affiliate;(c) any information which the customers of the Employer or any Affiliate consider confidential and in respect of which the Employer or any Affiliate may be subject to confidentiality or non-disclosure obligations express, implied or otherwise; and (d) any infor
12、mation concerning the employees of the Employer or any Affiliate including rates of pay or other information the disclosure of which would or might be detrimental to any such employee;(e) all other information of any nature whatsoever which may be disclosed or made known to the Employee at any time
13、during the course of his or her employment by the Employer whether or not he or she is performing duties for, or is undergoing training by, the Employer or any Affiliate which other information may include technologies, business strategies and methods, technical specifications or know-how, computer
14、programmes, designs, blueprints, drawings, techniques, processes, lists of customers, suppliers or prices, discount rates, methods of accounting and bookkeeping, research data of all kinds and management methods; and(f) the technology and related materials listed in Schedule I.1.2 “Business Secrets”
15、 shall have the same meaning as Confidential Information.2. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS - CONFIDENTIALITY2.1 The Employee hereby represents, warrants and undertakes to the Employer:(a) that his or her employment by the Employer and execution of the Employment Contract will not breac
16、h any covenant or agreement which the Employee has entered into with any of his or her former employers or any obligation owed to any other company or individual in either case concerning confidentiality or non-competition by the Employee;(b) that he or she understands and is fully aware that all Co
17、nfidential Information is the exclusive property of the Employer and its Affiliates (as the case may be), that the strictest confidentiality must be maintained at all times in respect thereof, that substantial efforts, funds and other resources have been invested in the development of Confidential I
18、nformation and that unauthorised disclosure of the same would or might be highly detrimental to the interests of the Employer and its Affiliates;(c) that during and after his or her employment by the Employer, the Employee will maintain the strictest confidentiality in respect of all Business Secret
19、s of the Employer and its Affiliates, comply with all rules promulgated by the Employer or any of its Affiliates to protect the Confidential Information, and not in any circumstances disclose any of the Confidential Information to any person, company, organisation or other entity without the prior w
20、ritten consent of the Employer or relevant Affiliate and then only if such disclosure is in the best interests of the Employer or relevant Affiliate;(d) that during his or her employment with the Employer, he or she shall not remove any Confidential Information from the premises of the Employer or r
21、elevant Affiliate, copy or in any way duplicate or reproduce any Confidential Information, or transmit any Confidential Information by electronic means, except with the prior written consent of the Employer or relevant Affiliate. The Employee further acknowledges that he or she may be liable to crim
22、inal prosecution if he or she commits any breach of this clause 2.1 (d).(e) that during his or her employment by the Employer, the Employee will forthwith report to the Employer or relevant Affiliate any events or circumstances which will or might jeopardise the safety or confidentiality of any Busi
23、ness Secrets and will take appropriate measures to protect the same; and(f) that during and after his or her employment with the Employer, the Employee will maintain the strictest confidentiality in respect of all information (whether or not constituting Confidential Information) regarding customers
24、 or suppliers of the Employer or any Affiliate or other companies or persons related to the business carried on by the Employer or any Affiliate, and will not disclose such information to any person, company, organisation or other entity or use such information, whether or not the Employer or such A
25、ffiliate is subject to any express or implied obligation to keep such information confidential.3. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS - NON-COMPETITION3.1 The Employee hereby represents, warrants and undertakes to the Employer:(a) that his or her employment by the Employer and execution of
26、the Employment Contract will not breach any covenant or agreement which the Employee has entered into with any of his or her former employers or any obligation owed to any other company or individual in either case concerning any duty of non-competition;(b) that during his or her employment by the E
27、mployer and within the period of three (3) years after termination of such employment, the Employee will not, directly or indirectly, establish, carry on, be engaged or participate in, work for, or provide financial support to, or guarantee the obligations of, or advise, any business, company or oth
28、er organisation which competes with, or carries on any activity similar to any carried on by, the Employer or any Affiliate or be concerned in any such other business, company or other organisation as principal, owner, agent, shareholder, employee or otherwise; Regulations of the Shanghai Municipal
29、Labour and Social Security Bureau specify that if, during the term of the non-competition agreement, the enterprise waives the requirement that the employee perform his/her non-competition obligation, it should give the employee one months prior notice thereof.(c) That for so long as the Employee co
30、mplies in all respects with sub-clause (b) of this clause and all other provisions of this Agreement in all respects, the Employer shall provide compensation to the Employee equal to three (3) months salary (one month salary at the end of each of such three (3) years) which shall be calculated based
31、 on the salary payable in the month immediately preceding termination of the Employees employment, but excluding any bonus or other benefits and the Employee shall bear all Personal Income Tax payable by himself or herself in respect of such compensation. In the event that the Employee fails to comp
32、ly as aforesaid, the Employer shall be entitled forthwith to cease paying the aforementioned compensation and to take action against the Employee on account of such non-compliance; Regulations of the Shanghai Municipal Labour and Social Security Bureau specify that if the employee is not paid wage c
33、ompensation in accordance with the agreement due to a reason attributable to the enterprise and the enterprise still fails to do so after a request by the employee, the employee may terminate the non-competition agreement.(d) that during his or her employment by the Employer and within the period of
34、 three (3) years after termination of such employment, the Employee will not, directly or indirectly, solicit or request any customers or suppliers to withdraw or cancel any of their actual or potential business from or with the Employer or any Affiliate;(e) that during his or her employment by the
35、Employer and within the period of three (3) years after termination of such employment, the Employee will not, directly or indirectly, induce any other employee of the Employer or any Affiliate to terminate his or her employment with the Employer or such Affiliate; and (f) that during, and after ter
36、mination of, his or her employment by the Employer, the Employee will not make any statement or disclose information which is derogatory of, or which might otherwise be detrimental to the reputation and interests of, the Employer or any of its Affiliates or their respective directors, officers or em
37、ployees.4. EMPLOYMENT AFTER TRAINING4.1 To develop the Employees technical skills, the Employer will send the Employee abroad to receive Insert period technology training program at the Employers expense. The Employee acknowledges that the Employer will incur considerable expenditure in providing su
38、ch training and that he or she will have access to and learn about the Employers advanced technology through such training program. In consideration of the Employer providing such training, he or she agrees to work for the Employer for a minimum period of time after receiving such training. On the b
39、asis of fairness and equality, the Employee and the Employer have agreed that, after the Employee has received such training, he or she shall, subject as otherwise required by the Employer, work for the Employer or any Affiliate designated by the Employer for at least three (3) years. Should the Emp
40、loyee resign from his or her employment before expiry of such three (3) year period, he or she shall pay to the Employer a penalty equal to 50% of expenditure incurred by the Employer in providing all training to the Employee at any time during his or her employment and shall not be paid any separat
41、ion payment by the Employer. In such event, the obligations of the Employee in relation to confidentiality and non-competition shall continue to have full force and effect. According to regulations of the Shanghai Municipal Labour and Social Security Bureau, if the specified term of service is longe
42、r than the term of the labour contract and the enterprise, at the expiration of the term of the labour contract, waives the requirements concerning the balance of the service term, the labour contract may terminate. However, the enterprise may not pursue the liability of the employee for compensatio
43、n which arose during his/her term of service. If the enterprise continues to offer the employee a position and requires him/her to continue performance of the service term after his/her labour contract has expired, the parties should execute a new labour contract. If the parties fail to reach a cons
44、ensus on the terms of the new labour contract, the parties should continue performance in accordance with the provisions of the original labour contract. If the enterprise does not provide a position during the term of continued performance, it will be deemed to have waived the requirements concerni
45、ng the balance of the service term and the labour relationship will terminate.5. INTELLECTUAL PROPERTY5.1 The Employee hereby acknowledges that all intellectual property or other proprietary rights in or to any invention or discovery which he or she creates or designs at any time during his or her e
46、mployment by the Employer or any Affiliate or, provided that the same is based on or derived from any invention or discovery created or designed by him or her during his or her employment, within the period of one (1) year after termination of such employment are the exclusive property of the Employ
47、er and the Employee shall not claim any proprietary rights in respect thereof.6. RETURN OF MATERIALS 6.1 Upon the termination of his or her employment, the Employee shall forthwith return to the Employer or the relevant Affiliate all computers, discs, CDs, software, documents, papers, books, materia
48、ls, archives, receipts, vehicles, credit cards, correspondence, manuals, records and other company property and copies thereof which are under his or her possession and control.7. LIABILITY FOR BREACH7.1 Any breach by the Employee of his or her obligations under this Agreement shall constitute a fun
49、damental breach hereof and the Employer shall be entitled forthwith to terminate the Employees employment by the Employer. The Employee shall compensate the Employer and any Affiliates in respect of all losses suffered by them resulting from such breach, and shall not be entitled to any separation payment from the Employer.7.2 The Employee
