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NON-COMPETE AGREEMENT
THIS
NON-COMPETE AGREEMENT ("Agreement") dated as of August 2, 2007
among Ever-Glory International Group, Inc. (the
“Company” or “Employer”), a Florida
corporation, and Mr. Yihua Kang ("Employee").
WITNESSETH:
WHEREAS,
the Employee is employed by the Employer; and
WHEREAS,
in connection with such employment, Employee may be given
access to, generate, or otherwise come into contact with
certain proprietary and/or confidential information of
Employer or clients of Employer; and
WHEREAS,
Employee and Employer desire to prevent the dissemination,
unauthorized disclosure or misuse of such
information;
NOW,
THEREFORE, the parties hereto mutually agree as
follows:
1.
Covenant Not to Solicit :
The
Employee shall not directly or indirectly induce or attempt to
induce any of the employees of Employer to leave the employ of
Employer, or solicit the business of any client or customer of
Employer or any consultant to Employer.
2.
Covenant Not to Compete :
The
Employee shall not, except as a passive investor in less than
five percent (5%) of the equity securities of a publicly held
company, engage in, or own or control an interest in, or act
as principal, director or officer of, or consultant to, any
firm or corporation (i) engaged in a venture or business
substantially similar to that of the Employer or (ii) which is
in direct or indirect competition with the Employer within the
United States of America, its territories and possessions and
the People’s Republic of China its territories and
possessions. The parties acknowledge that Escela V Fashion
Co., Ltd. is not deemed in competition with the
Employer.
3.
Proprietary Information :
(a)
For
purposes of this Agreement, "Proprietary Information" shall
mean any information relating to the business of Employer that
has not previously been publicly released by duly authorized
representatives of Employer and shall include (but shall not
be limited to) information encompassed in all proposals,
marketing and sales plans, financial information, costs,
pricing information, computer programs (including source code,
object code, algorithms and models), customer information,
customer lists, and all methods, concepts, know-how or ideas
in or reasonably related to the business of Employer as well
as confidential information belonging to Employer's customers
or clients. The Employee agrees to regard and preserve as
confidential all Proprietary Information whether Employee has
such Proprietary Information in Employee's memory or in
writing or other physical form.
(b)
The
Employee will not, without written authority from Employer to
do so, directly or indirectly, use any Proprietary Information
for Employee's benefit or purposes, nor disclose any
Proprietary Information to others, either during the term of
Employee's employment by Employer or thereafter, except as
required by the conditions of Employee's employment by
Employer. The Employee agrees not to remove from the premises
of Employer, except as an employee of Employer in pursuit of
the business of Employer, or except as specifically permitted
in writing by Employer, any document or object containing or
reflecting any Proprietary Information. The Employee
recognizes that all such documents and objects, whether
developed by Employee or by someone else, are the sole and
exclusive property of Employer.
(c)
All
Proprietary Information and all of the Employee's interest in
trade secrets, trademarks, computer programs, customer
information, customer lists, employee lists, products,
procedure, copyrights and developments created or developed by
Employee during the term of this agreement a
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