Asiainfo Technologies (China) Limited Confidentiality and Non-Competition Agreement

1.

General principles and definitions

1.1

In order to protect the legal rights and interests of both parties, the following principles shall apply to this agreement: this agreement should prevent any unfair competition activities against the company as well as ensure that the right of labor to which Party B is entitled by law should be realized.

1.2

The “Service Term” referred to in this agreement shall mean the period from the time when Party B commences to receive salary from Party A to the time of termination (or extinguishment) of the labor relation between Party A and Party B.

1.3

A “Separation” referred to in this agreement shall mean that either party expressly indicates the intention to dissolve or terminate the employment relation and put such intention into action, and shall comprise of all regular separations, such as resignation, dismissal, or dissolution or termination of the labor (contract) relation, and all irregular separations.

1.4

The “Trade Secrets” referred to in this agreement shall include but not be limited to:

1.4.1

the technical information and operational information which are unknown to the public, may generate economic benefits for Party A, with practicability, and are subject to Party A’s confidentiality measures;

1.4.2

the items for which Party A has organized R&D or which are otherwise obtained by Party A, and which may have specific complete technical contents, or may constitute a technical resolution for a product or technology and improvements thereof, or may be part of the technical elements of a certain product or technology, including but not limited to (1) software product designs currently owned, developed or conceived by Party A; (2) computer programs; (3) information and materials concerning the service projects currently owned, developed or conceived by Party A; and (4) Trade Secrets of third parties for which Party A undertakes the responsibility of confidentiality; and

1.4.3

the entirety or part of the elements of Party A’s project management, technical management, archive management, quality management methods, pricing methods, development plans, investment plans, operation rules, commercial network, client name-lists, goods supply information, advertising planning, management experience, financial status, price lists, human resource planning, and other information.

1.5

A “Competing Unit” referred to in this agreement shall mean any individual, company, enterprise, partnership, department, association, institutional unit, social entity or other organization which engages in the same kind of business as Party A (including similar business), or provides the same kind of services as Party A, or constitutes an actual or potential competition against the business of Party A within the territorial scope of Mainland China, Hong Kong, Macau, and Taiwan area. These competing units include but are not limited to the following:

1.5.1

An enterprise which is in the same industry as Party A;

1.5.2

An enterprise or organization of any other type (or in any other industry) which engages in any business identical or similar to the main services performed by Party B for Party A;

1.5.3

A company, enterprise, or other organization which provides professional consultation or advisory services to the enterprise or organization referred to in the preceding paragraphs.

1.6

The “Non-competition Obligations” referred to in this agreement shall mean the obligations set forth in Articles 3.3 and 3.4 of this agreement.

2.

Protection of Trade Secrets and attribution of intellectual property rights

2.1

Party B agrees not to divulge, disclose, provide or disseminate, in any manner to any person or entity at any time, the Trade Secrets defined in Article 1 of this agreement or the trade secrets or confidential information which may affect the business of Party A or matters relating to the business of Party A, unless with Party A’s express consent in writing.

2.2

Upon Party B’s Separation, Party B shall unconditionally deliver to Party A all business related carriers which are possessed or controlled by Party B, including but not limited to equipment, CDs, magnetic disks, magnetic tapes, notebooks, memoranda, reports, archives, samples, books, correspondence, lists, and other written and graphic records.

2.3

Party B undertakes not to disclose the Trade Secrets of Party A under this agreement to the subsequent employer(s) of Party B.

2.4

Unless with Party A’s authorization and consent in writing, all the inventions made by Party B in connection with his/her own job, either separately or jointly with others, during his/her Service Term, shall be owned by Party A.

2.5

Party B shall have the obligation to disclose to Party A all the intellectual property rights applied or obtained by Party B during the Service Term of Party B and within one year after Party B’s Separation.

2.6

Party B undertakes that the intellectual property rights to the patents and all other intellectual properties accomplished by Party B in connection with his/her own job or assignments at Party A or the business within one year following his/her Separation from Party A shall be owned by Party A.

3.

Non-competition clause

3.1

Party B undertakes not to engage in, for his/her own or on behalf of others, or participate in the operation of, any business which is competing with Party A directly or indirectly, during his/her Service Term without Party A’s prior written consent.

3.2

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