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Exhibit 10.36
Asiainfo Technologies (China) Limited
Confidentiality and Non-Competition Agreement
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Party A:
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Name: AsiaInfo Technologies (China),
Inc.
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Address: 4 th Floor, Zhongdian Information
Tower, No. 6 Zhongguancun South Street, Haidian District, Beijing,
P.R. China
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Legal representative: Steve Zhang
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Party B:
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Name: Eileen Chu
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Address:
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ID card No.: 751267316
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Party A and Party B mutually recognize that Party
B may have access to or become aware of the trade secrets of Party
A and the Third Party, during the employment of Party B, and that
the trade secrets of Party A and/or the Third Party have
significant effect on Party A and/or the Third Party’s
competitive advantages in the market. Party B acknowledges that, if
the trade secrets of Party A and/or the Third Party are not
effectively protected, the production and operations of Party A
and/or the Third Party may be threatened, and the company and/or
the Third Party may even sustain irrecoverable losses. Party B is
obligated to protect Party A and/or the Third Party’s trade
secrets. Both parties recognize that Party B may have access to the
operation system and other business systems of the Third Party,
during the employment of Party B. Party B is obligated to strictly
comply with the operation procedures of the Third Party. In
consideration of the foregoing, Party A and Party B hereby enter
into this agreement in accordance with the current applicable laws
and regulations of the People’s Republic of China with
respect to the confidentiality maintenance of the trade secrets of
Party A and the Third Party, and compliance with the Third
Party’s operation procedures and prohibition of business
strife during the period when Party B is employed by Party A and
after Party B quits Party A.
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1.
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General principles and
definitions
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1.1
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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.
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1.2
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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.
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1.3
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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.
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1.4
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The "Third Party" referred to the company or
person, who has relationship with Party A, including but not
limited to customers of Party A, suppliers of Party A, and/or
business partners of Party A.
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1.5
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The "Trade Secrets" referred to in this agreement
shall include but not be limited to:
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1.5.1
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the technical information and operational
information which are unknown to the public, may generate economic
benefits for Party A and/or the Third Party, with practicability,
and are subject to Party A and/or the Third Party’s
confidentiality measures;
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1.5.2
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the items for which Party A has organized R&D
on its own or the Third Party ‘s demands or which are
otherwise obtained by Party A or the Third Party, 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
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certain product or technology, including but not
limited to (1) software product designs currently owned,
developed or conceived by Party A and/or the Third Party;
(2) computer programs; (3) information and materials
concerning the service projects currently owned, developed or
conceived by Party A and/or the Third Party; and (4) Trade
Secrets of third parties for which Party A undertakes the
responsibility of confidentiality; and
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1.5.3
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the entirety or part of the elements of Party A
and/or the Third Party’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.
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1.6
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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:
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1.6.1
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An enterprise which is in the same industry as
Party A;
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1.6.2
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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;
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1.6.3
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A company, enterprise, or other organization
which provides professional consultation or advisory services to
the enterprise or organization referred to in the preceding
paragraphs.
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1.7
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The "Non-competition Obligations" referred to in
this agreement shall mean the obligations set forth in Articles 4.3
and 4.4 of this agreement.
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2.
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Protection of Trade Secrets and attribution of
intellectual property rights
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2.1
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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 and/or the Third Party, or matters relating to
the business of Party A and/or the Third Party, unless with Party A
and/or the Third Party’s express consent in
writing.
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2.2
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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.
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2.3
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Party B undertakes not to disclose the Trade
Secrets of Party A and/or the Third Party under this agreement to
the subsequent employer(s) of Party B.
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2.4
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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.
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2.5
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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.
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2.6
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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.
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3.
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Compliance with the Operation Procedures of
The Third Party
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3.1
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If Party B is engaged in the work related to the
Third Party’s project, during the employment of Party B,
Party B shall comply with the safety production policy,
w
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