ReneSola Ltd Employment Contract Jiashan·China
Exhibit
4.4
Jiashan·China
2009
Whereas:
ReneSola
Ltd intends to recruit Xxxxxxx Xxxxxxx Xxx
as employee. Party A and Part B, after friendly consultation and on the
principle of equality and mutual benefit, have concluded the following
contract.
This
Contract is made and entered into on June 10th, 2009
by and between both Parties according to the relevant laws, decrees and
regulations of People’s Republic of China (hereafter referred to as “China” or
“State”, excluding Hong Kong, Macao and Taiwan) in Jiashan County, Jiaxing City,
Zhejiang Province, China.
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Party
A:
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ReneSola
Ltd (“Company”)
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Address:
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Craigmuir
Xxxxxxxx P. O. Box 71, Road Town Tortola, British Virgin
Islands
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CEO:
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Li
Xianshou
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Part
B:
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Xxxxxxx Xxxxxxx
Xxx
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Nationality:
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Canada
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Passport/ID
Card No:
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P-CAN
BA
304715
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Article
1
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Term
of the Contract
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The
Contract is effective from May 1st , 2008
through
April
30nd, 2011.
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Article
2
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Recruitment
Conditions for Employment
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During
term of the Contract, Party A will evaluate Party B’s performance in accordance
with the following standards. In case that Party B breaks the standards, Party A
is entitled to dissolve the contract according to the relevant laws and
regulations:
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1.
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Party
B shall comply with all applicable laws and regulations and all Party A’s
internal working rules, and maintain Party A’s best interests and
reputation. Party B shall accept the job assignment
and designation by Party A, keep t Party A’s business secret in
confidential and cherish Party A’s office
devices and resources.
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2.
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Party
B shall devote him/herself to work and possess competent
ability and professional knowledge, business management and
organization ability and enterprising and pragmatic spirit required for
the position.. He/she shall try his/her best to well undertake the
responsibility of the position.
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3.
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Party
B shall disclose necessary personal information to Party A truthfully,
including without limitation, health condition, disease history, identity,
education background and work experience. Party B shall meet necessary
physical and other condition for his/her
work.
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Article
3
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Position
and Location of Work
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3.1
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Party
B will be employed to assume the position of Chief Financial Officer.
During the employment , Party B shall not engage in any part-time job,
directly or indirectly take part in any commercial activities similar to
the business activities which Party A engages or is going
to engage in, including but not limited to being employed by a
company which competes with Party A, engaging in consulting or other
business activities in conflict with Party A’s business, or providing
technical information, technical parameters and trade secrets etc to Party
A’s competing company.
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3.2
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Party
B is expected to work at Jiashan county, Jiaxing city, Zhejiang Province,
China. Based on Party A’s requirement and Party B’s capability, Party B
hereby expressly agrees that Party A is entitled to adjust Party B’s
position, responsibility, location of work and the related packages and
other matters from time to time. In the case of any adjustment as above
mentioned, the two parties shall confirm the adjustment in written
form.
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3.3
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Party
B’s working contents and responsibility, including without limitation, the
authorization, contents, procedures and methods of work shall be
determined by the Duty Statement issued by Party A. Before
receiving such Duty Statement, Party B shall comply with Party A’s
internal rules and regulations and the requirements of the
related senior management in
charge.
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3.4
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Party
B shall fulfill the assigned work according to the Party A’s
regulations in them of quality, quantity and time limit. Party A shall be
entitled to assign Party B to tackle with one or more temporary jobs
during working time. Party B shall accept and fulfill the assigned jobs to
the best of his/her abilities or exceeding the expected commercial
purpose.
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Article
4
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Employee
Protection, Work Condition and Protection from Occupational
Disease
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4.1
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Party
A shall provide suitable work condition and circumstance, and ensure that
Party B works under a work environment which doesn’t harm Party A’s
personal safety and health. Party A shall provide necessary
working protection articles and/or allowance based on the
work’s actual circumstance in accordance with the related laws.
Party B shall strictly comply with Party A’s internal rules regarding work
safety operation procedure.
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4.2
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Any occupational
disease and its consequences, occupational disease protective measures and
remuneration which Party B’s work might involve have been stipulated in
Party A’s labor protection management document or other related
internal documents. Party B shall read all the above-mentioned documents
carefully and have the free access to these documents. this
Contract, Party A shall be considered to have fulfilled the informing
obligation regardless whether Party B has referred to the relevant
documents.
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4.3
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If
the occupational disease protective measures provided by Party
A cannot meet the requirements under relevant laws and regulations, Party
B shall reflect timely to relevant department or labor union
of Party A. Furthermore Party B shall wear or use the
protective equipments or facilities equipped or provided by Party A as
required.
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Article
5
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Working
Time and Vacation
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5.1
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Party
A shall comply with statutory working time requirements. The detailed
working time shall be specified by the internal regulations made by Party
A based on the company operation. In addition, for senior managements,
drivers, dustmen or others positions which enjoy special position subsidy,
Party A may apply to them with flexible working time in accordance with
the related laws and
regulations.
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5.2
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Party
B is entitled to public holiday and other legal leaves with pay stipulated
by laws and regulations, such as wedding leave, maternity leave, funeral
leave, sick leave, home leave and family-planning
leave.
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5.3
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Paid
leave shall be granted by Party B in accordance with relevant laws,
regulations and rules. The minimum period for the paid leave will one day
time. If Party B plans to take a paid leave with above five (5)
consecutive days, Party A shall file an application one month in advance
and Party A will arrange the annual leave according to actual situation..
Any entitled paid-in leave for one year can not be transferred to the next
year. Any other issues with regard to paid leave shall be subject to the
regulations of Party A.
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Article
6
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Overtime
Work and Business Trip
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6.1
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Party
A or its subsidiaries may arrange Party B to work overtime from time to
time based on reasonable requirement, and Party B shall do his/her best to
comply with such arrangement with the exception of in the case of
emergency or physical
discomfort.
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6.2
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Party
A shall pay Party B with overtime pay or have Party B take leave in other
time equivalent to the overtime for the work, but the staff applied with
flexible working time is excluded. The specific method and procedure will
follow the related laws and regulations as well as Party A’s internal
regulations.
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6.3
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Party
A may assign Party B to conduct business trip to other place in the
country and/or abroad from time to time. With the exception of in the case
of urgent matters or physical discomfort, Party B shall do his/her best to
comply with such arrangement.
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Article
7
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Salary
and Social Insurance
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7.1
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Party
B will be granted with an annual salary. The salary, bonus and other
welfare shall be referred to the compensation notice signed by CEO of
Party A.
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Party
B shall enjoy non-taxable benefits according to PRC laws and the
“Reimbursement Policy on Non-taxable Benefits for foreigner employees” of
Zhejiang Yuhui Solar Energy Source
Ltd.
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7.2
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The
salary will be paid based on monthly at the twenty-fifth day of next
month. If any circumstance may potentially cause the delay in salary
payment, Party A shall notify Party B two day in advance and such a delay
should not exceed 10 days in any
case.
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7.3
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Party
A shall undertake the cost and charges Party B shall pay for working
within and regulations, which includesincludes wihout for
working within China under the related PRC laws and regulations. China
regulated by the related PRC laws and regulations If Party A is required
by the laws. Meanwhile Party A is entitled to withhold or deduct the taxes
(income tax and local tax) and other charges which Party B shall be
subject to or which Party B shall undertake through deduction from the
salary according to the laws and regulations, which include without
limitation; any charges required to be deducted from the salary by court
judgment or arbitration award; any compensation which Party B shall pay
Party A in accordance with the provisions of this Contract or the company
internal rules; and all other fees or expenses which shall be deducted
from Party B’s salary by Party A under the applicable laws and regulations
of PRC.
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7.3
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Party
A’s compensation system is confidential. All the information relating to
the compensation including without limitation the amounts, calculation
method, payment schedule and payment method are Party A’s confidential
information, which Party B shall not disclose to any third party in any
way without Party A’s prior written
permit.
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7.4
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The
salary payment method shall be as follows on principle: Party A transfers
the amount to an bank account opened in the name of Party B at the same
bank with Party A’s bank.
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Article
8
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Labor
Disciplines
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8.1
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Party
B shall comply with all applicable laws and
regulations.
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8.2
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Party
B shall read, fully understand and comply with the Employee Manual and
other work rules, work procedures and confidentiality requirements of
Party A.
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8.3
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Party
B shall not use any facilities of Party A to do anything harmful to Party
A, including without limitation, searching or spreading anything against
relevant laws, regulations and Party A’s reputation. During the working
time, Party B shall also not search, send, release, spread anything or do
any other things not relating to work through computers, telephones or
other facilities.
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8.4
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Party
A shall have right to inspect, guide and examine the performance of Party
B. If Party B disobeys the labor disciplines, Party A shall have right to
impose punishment on Party B according to applicable laws and regulations
or terminate this Contract
unilaterally.
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8.5
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In
Party A’s previous cases, when an employee on business accepts a bribe
worth RMB1000, it results in that Party A actually suffers loss no less
than RMB10000. Therefore Party B shall guarantee that he/she and his/her
relatives will not engage in any of the following activities: 1) Party A
or his/her relative holds shares or part of share rights and interests in
any enterprise which has business relationships with Party A and/or
affiliated companies (“Affiliated Companies” refer to any enterprises or
other entities which directly or indirectly control or are controlled by
one party. “Control” means holding 50% or above of the registered capital
and/or capital, and/or shares) and the relations with which is handled or
taken charge of by Party B. Affiliated enterprises will be referred to
hereafter as “Affiliated enterprises” with share rights or part of the
share interests (including but without limitation to stock dividend
right). 2) Party B or any of his/her relatives works for affiliated
enterprises; 3) Party B or any of his/her relatives engages in any
commercial bribe or corruption, including without limitation, accepting
any kind of undisclosed commission, gifts (including but not limited to
cash, card, shares, expensive goods), feast or other benefits from any
practical or potential customer, supplier, service provider, agent of
Party A or other entity which has business relationship with Party A
(unless obtaining Party A’s prior permit or reporting to Party A according
to its internal rules). Party A shall have right to check any potential
shadiness with Party B in this regard. Party B shall explain the matter in
detail as requested by Party A and provide supporting evidence. At its
sole discretion, Part A may request Party B to obviate the potential
problems (including pause or terminate the relevant business). If it is
confirmed that Party B has engaged in any commercial bribe or corruption,
it shall be deemed that Party B has materially breached the labor
disciplines. Party A shall have right to terminate this Contract
immediately and according to Party A’s working rules and claim for loss or
damage at the ratio mentioned above against Party A and shall have right
to record such matter in Party B’s personal files or disclose such
information to any third
party.
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8.6
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Party
B shall not engage in any business activity which violates any applicable
law or regulation of the PRC, including without limitation, violating the
administrative rules of customs and/or conduct fraud reporting in respect
of transaction information, or violating financial or foreign exchange
administrative rules. Should Party A bear any liability or loss or damage,
Party B shall be liable to make full compensation and it shall be deemed
that Party B has materially breached the labor disciplines. Party A shall
have right to terminate this Contract immediately in accordance with this
Contract and Party A’s working rules and regulations and claim for loss or
damage against Party A and shall have right to record such matter in Party
B’s personal files or disclose such information to any third
party.
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8.7
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The
sale price of Party A’s products shall be in accordance with the guiding
price determined by Party A. As operational personnel, Party B shall seek
best price during his/her daily work. Party A shall have right to deal
with any negative activity of Party B in accordance with the internal
administrative rules. Should Party B have caused significant damage to
Party A, it shall be deemed that Party B has materially breached the labor
disciplines. Party A shall have right to terminate this Contract
immediately and claim for loss or damage against Party A and shall have
right to record such matter in Party B’s personal files or disclose such
information to any third
party.
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8.8
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As
a purchaser, Party B shall exert his/her ability to cut down the prices to
seek the best price in equal condition with similar function when
purchasing materials, equipments, spare parts or services. Party A has
complete faith in Party B but shall also have the right to audit and
inspect Party B’s work. If Party A get a quotation at least 10% lower than
the purchase price of the products/service (not limited to the products
with same pattern or similar services) with the similar function in the
equal condition from the third party in three months since the signing of
the purchase contract by Party B, it shall be deemed that Party B has
failed to performance the duty responsibly and neglected his/her duty.
Should Party B have caused Party A to overpay (the amount referred to as
“difference” hereafter, is the difference between the aggregate value of
the price provided by the third party and the aggregate value of the
quotation of the signatories) more than ten thousand yuan due to
dereliction of duty several times, it shall be deemed that Party B has
seriously neglected his/her duty. Party B shall pay the actual loss which
Party A suffers (the difference which has already been paid to other
parties by Party A). If it is discovered by relevant departments of Party
A during the contract review period that the difference of a single
contract exceeds twenty thousand yuan plus or the year-to-date difference
amounts to fifty thousand yuan plus, it shall be deemed that Party B has
seriously neglected his/her duty. Party B shall pay 20% of the difference
to compensate the expenses paid by Party A during the review. The review,
verification, examination and approval of the practice of Party B and
relevant contracts, agreements and quotation, technical documents by the
Financial Department, Internal Control Department, Legal Department and
General Manager of Party A shall not be considered as the exemption of the
responsibilities and obligations of Party B in seeking best price and
shopping around or of the application of this
Article.
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Article
9
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Should
any one of the following situations occurs, Party A shall have right to
terminate this Contract:
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9.1
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Party
B fails to satisfy the recruitment conditions during the probation
period;
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9.2
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Party
B seriously breaches Party A’s labor disciplines or internal
administrative rules;
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9.3
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Party
B is seriously negligent in the performance of his/her duties, of jobbery
or corruption causing great damages to Party
A;
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9.4
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Party
B is accused of criminal offence or sentenced to rehabilitate through
labor
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9.5
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Party
B establishes labor relations with other economic organizations and
refuses to make corrections;
and
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9.6
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Party
B’s resume, certificate or other labor relationship evidence is seriously
untrue.
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Article
10
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Should
any one of the following situations occurs, Party A shall have right to
early terminate this Contract by giving written notice to Party B 30 days
in advance or pay additional one month salary to Party
B:
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10.1
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Party
B suffers from an illness or non-job related injury and cannot perform
his/her duties under this Contract or arranged by Party A otherwise after
statutory period of medical
treatment;
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10.2
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Party
B is incompetent to do the job under this Contract and is still
incompetent to do it after training or a transfer of
position;
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10.3
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A
major change arises in the objective circumstances based on which this
Contract was concluded, and cause such Contract impossible to be
continued, and no agreement is reached on the amendment of such Contract
following negotiations by
Parties.
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Article
11
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This
Contract shall be terminated,
if:
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11.1
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This
Contract is expired and there’s no renewal of the Contract by both
parties;
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11.2
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The
termination conditions as stipulated in Article 12 of this Contract arise,
including without limitation, as operational personnel, Party B has not
met the business requirements which has been confirmed by Party B for
three (3) consecutive months;
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11.3
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Party
B starts to enjoy basic endowment insurance according to
law;
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11.4
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Party
B is dead or declared dead or disappearing by People’s
Court;
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11.5
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Party
A is declared bankrupt according to
law;
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11.6
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Party
A is revoked of the business license, ordered close, revocation or decides
an early dissolution;
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11.7
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Other
circumstances stipulated by applicable laws, administrative rules and
regulations.
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Article
12
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Matters
relating to the termination of this
Contract
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12.1
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This
Contract may be early terminated as agreed by both
parties.
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12.2
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If
Party B intends to resign his/her position, he/she shall notify Party A in
writing thirty (30) days in advance and hand over the work to the
personnel designated by Party A. Party B shall have the right to terminate
this Contract by notifying Party A three days in prior during probation
period.
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12.3
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Should
any of the circumstances related to termination of this contract occur,
Party A shall compensate Party B according to the PRC laws and Party A’s
internal administrative
rules.
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Article
13
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Remarkable
Matters when Resignation
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13.1
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If
Party B intends to resign his/her position, he/she shall notify Party A in
writing one (1) month in
advance.
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13.2
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If
Party A has provided to Party B on-job training and paid the relevant
fees and expenses (including tuition fees,
material expenses, traveling expenses and living costs, etc.), and at the
same time Party B is dismissed by Party A due to circumstances stipulated
in Article 9 or Party B quits or resigns on his/her own, he/she shall pay
liquidated damages to Party A. The amount of compensation shall be
calculated in accordance with valid bills, invoices or other documents
provided by Party A.
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13.3
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Before
Party B’s dismissal or resignation or the termination of this Contract,
Party B shall assist Party A to finish the necessary matters, such as
takeover of job, return of materials, statement of working performance.
Party B shall not disclose any of Party A’s confidential information.
Party B shall also not engage in by him/herself, or be employed by any
entity which engages in, any business competitive to that of Party A after
his/her dismissal or resignation or the termination of this Contract.
Parties shall enter into a separate Non-disclosure and Non-competition
Contract to clarify the respective rights and
obligations.
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13.4
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Before
signing the formal “Non-disclosure and Non-competition Contract”, Party B
undertakes that without Party A’s written permission, he/she will not
disclose or make use of any of Party A’s undeclared information, including
without limitation, business correspondences, operation, personnel,
technical information, business plan, personnel information, financial
information, know-how, technics, procedures which was acquired by Party B
from Party A or during Party B’s working period. The undeclared
information includes the information which is specifically defined
confidential by Party A or judged by Party B to be confidential
(regardless that Party B acquires the information from third Party, Party
B shall not disclose or make use of the above-mentioned information on
which there’s evidence that it comes from Party A). Party B shall not
directly or indirectly take part in commercial competition activities
similar to the business activities which Party A engages or to engage in,
including but not limited to being employed by a company which competes
with Party A, engaging in competitive consulting or other business
activities. Otherwise, Party A shall have the right to demand liquidated
damages from Party B as per the related laws and
regulations.
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Besides,
if Party B disclose the confidential information acquired from Party A to
third party, Party A shall have the right to disclose the fact to the
third party and ask the third party to cooperate in seeking legal actions
against Party B or undertake the joint responsibility with Party
B.
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It
shall be decided by Party A according to the position of Party A on
whether Article 13.4 shall apply to Party B. If Party A informs Party B
with a written notice that Party B shall observe the agreements stipulated
in Article 13.4 before the dismissal of Party B or 30 days after Party B’s
dismissal, Party B shall comply with this article and Party A shall pay
the non-competing compensation fee on
time.
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13.5
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In
any case, Party B shall return all Party A’s properties which was acquired
by Party B during the term of this Contract and based on the status of an
employee, including without limitation, business correspondences, business
cards of clients, technical materials, financial records and other
documents with originals, copies or duplicates after the termination of
this Contract. Party A will pay the relevant salary, allowance or
compensation and handle the relevant termination procedures when Party B
finishes the above-mentioned matters. Otherwise, Party B shall bear all
liability or damage caused by any
delay.
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Article
14
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On-job
Works
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14.1
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Both
Parties agree that, during the working period, the titles to all the
research, development, invention and design (hereinafter referred to as
“On-job Works”), which are made or conceived by Party B through mainly
using the materials and technical resources of Party A or for exercising
the job responsibility, shall be owned by Party A. Party A shall be
entitled to use or transfer Party B’s On-job Works freely without Party
B’s permit. Party B shall provide all necessary information or assistance
as requested by Party A during application, registration and filing
procedures to assist Party A to acquire and enjoy the relevant
intellectual
properties.
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14.2
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Party
B shall be entitled to enjoy personal rights including authorship as
inventor, creator, designer or developer regarding aforesaid On-job Work,
except which can be enjoyed by Party A. Party A shall respect the personal
right of Party B and assist him/her to enjoy such
rights.
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14.3
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Party
B shall declare immediately to Party A any intents that he/she claims any
intellectual properties contained in the works which shall not be deemed
as On-job Works during the working period. Party B may enjoy the relevant
intellectual properties after Party A’s verification. Otherwise, Party B
shall not use or transfer them to any third party without Party A’s prior
approval.
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14.4
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If
Party B develops certain works during the working period but does not
declare to Party A, such works shall be deemed as the On-job Works. Party
A shall be entitled to use or transfer such works to third party freely.
If such works are proved not to be the On-job Works finally, Party B shall
not claim any compensation against Party A. If Party A disagrees to Party
B’s declaration, both Parties may resolve the dispute through negotiation
or arbitration.
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14.5
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Upon
the execution of this Contract, Party B shall disclose all patents,
copyrights, know-how and/or other confidential information owned by
him/her. Party B hereby represents and warrants that, during the working
period, he/she would not use without permit any confidential information
owned by other parties or do anything harmful to Party A or any
intellectual properties owned by other
parties.
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Article
15
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Liability
for Breach of this Contract
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15.1
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In
case that a Party breaches this Contract and causes the damage to the
other Party, it shall compensate the other Party for losses and damages,
and the compensation shall be calculated according to the actual losses
and damages of such Party.
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15.2
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If
this Contract is dismissed due to Party B’s breaking of PRC’s laws and
regulations and results in causing damages to Party A, Party B shall be
obliged to make indemnity to Party A based on the actual loss of Party
A.
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15.3
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If
Party B breaches Article 3.1 of this Contract, Parry B shall pay the
liquidated damage to Party A according to the related laws and regulations
once the breach is verified. If Party B commits a crime, Party A shall
transfer the matter to the related judicial
authority
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15.4
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If
Party B causes damages to Party A in performing his/her duty due to
his/her negligence, guilt, deceit behaviors, Party B shall be responsible
to compensate Party A.
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15.5
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If
Party B breaches the obligations of non-competition or confidential
obligations under this Contract, he/she shall pay the liquidated damages
to Party A according to the related laws and regulations once verified by
Party A. If there are relevant stipulations under the Non-disclosure and
Non-competition agreement, then the latter shall
prevail.
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15.6
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If
Party B has made or entered into any other contract or agreement with
Party A, he/she shall also perform the
obligations.
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Article
16
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Dispute
Resolution
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The
signing, implementation and explanation of this Contract shall be
explained and governed by PRC
Law.
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During
the implementation of this Contract and regarding the matters of
dismissal, removal or expulsion of Party B, any party or both parties
shall resort to the labor dispute resolution procedure as
follows:
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1.
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Resolving
the dispute through reaching an
agreement;
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2.
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Legal
action at the court of jurisdiction over the area where the Lender is
located when the agreement cannot be
reached.
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Article
17
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Miscellaneous
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17.1
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This
Contract is made in duplicate, each of which shall be held by Party A and
Party B and of the same validity after execution by both
Parties.
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17.2
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No
modification or amendment of this Contract shall be effective or
enforceable unless it is in writing and duly executed by both
Parties.
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17.3
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Party
B hereby represents and warranties that, he/she is able to execute and
perform this Contract legally and the execution or performance of this
Contract does and will not result in any breach of any contract, agreement
and any other rule or document of any company or other business entity by
which Party B is
bound.
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[No
Text below]
[Signature
Page]
Party
A: ReneSola Ltd
Authorized
representative: /s/Li Xianshou
Signature:
Title:
CEO
Party
B: /s/Xxxxxxx Xxxxxxx Xxx
