TRANSLATED FORM OF NON-DISCLOSURE AGREEMENT
EXHIBIT
10.8
TRANSLATED
FORM OF NON-DISCLOSURE AGREEMENT
This
Agreement is entered into by and between (“Party
A”) and Bo Hai Wen Technology (Shenzhen) Co., Ltd.(“Party B”).
Considering
during the course of its employment in Party B, Party A may be disclosed
with
certain Technical Secrets and Trade Secrets (“Confidential Information”) that
Party B deems confidential and proprietary, both parties agree as
following:
1.
During its employment in Party B, Party A’s all inventions which are developed
based on Party B’s technical conditions and business information, the property
rights of these inventions shall belong to Party B, including but not limited
to, computer software and other know-how. Party B has the right to freely
use
these inventions for production and operation purpose or to transfer to a
third-party. Party A should provide all necessary information and take necessary
actions, including but not limited to, registration application and
registration, to assist Party B to obtain and execute related property right.
The spiritual rights, such as invention right and signature right (except
for
those required to be signed by Party B), of the above-mentioned inventions
shall
belong to Party A. Party B shall respect these spiritual rights of Party
A and
assist Party A to execute them.
2.
Regarding all inventions related to Party B’s business developed by Party A
during its employment in Party B, if Party A alleges to be entitled to the
property rights of these inventions, Party A shall state clearly to Party
B its
intention. After Party B certifies that these inventions are not “work(s) made
for hire”, Party A is entitled to the property rights. Party B shall not use
these inventions for production and operation purpose or to transfer to a
third-party prior to Party A’s authorization. If Party A does not allege to be
entitled to the property rights of these inventions, which are assumed to
be
“work(s) made for hire”, Party B can use these inventions for production or
operation purpose or to transfer to a third-party. Even though afterwards
these
inventions prove not to be “work(s) made for hire”, Party A can not require
Party B to be obligated to any economic compensation.
3.
During its employment in Party B, Party A shall comply with all statutory
or
non-statutory non-disclosure regulations and rules of Party B, and perform
the
non-disclosure obligations related to its job and position. In case of anything
unclear or not covered in Party B’s non-disclosure regulations and rules, Party
A shall adopt all necessary and reasonable means to maintain the non-disclosure
status of the Confidential Information.
4.
Except for those required during the performance of it job, Party A hereby
agrees, prior to Party B’s consent, shall not disclose, inform, publicize,
publish or transfer the Confidential Information to a third-party, including
any
other employees of Party B who is not expect to acquire the Confidential
Information. If the person who in charge of Party A agrees Party B to disclose,
it shall be deemed that Party B has agreed so, except for Party B express
clearly beforehand that this person has no right to agree Party A to do
so.
5.
Both parties agree, after resignation from Party B, Party A shall undertake
the
non-disclosure obligations the same level as during its employment in Party
B,
no matter for what reasons Party A resigns from Party B. The period Party
A
shall undertake the no-disclosure obligations after its resignation is 2
years
from its resignation.
6.
Party A hereby agrees, during its employment in Party B, it shall not
intentionally use any Confidential Information of any third-parties, or infringe
the property rights of any third-parties. Any claims against Party B due
to
Party A’s infringe behaviors, Party A shall undertake all related expenses
incurred by Party B, including but not limited to, attorney’s fee. If Party B is
subject to any liquidated damages, it has the right to claim from Party A,
the
forgoing mentioned attorney’s fee and liquidated damages can be deducted from
Party A’s salary.
7.
During its employment in Party B, if Party A infringes any third-party’s
property right that is clearly instructed or inevitably in order to finish
the
jobs designated by Party B, and Party B is claimed by the third party, the
attorney’s fee and liquidated damage shall be borne by Party B only. Any
requirements made by or any jobs instructed by the person who in charge of
Party
A, it shall be deemed that Party B has made or instructed so, except for
Party
has expressed clearly beforehand that this person has no right to do
so.
8.
Party A agrees, during its employment in Party B, prior to Party B’s consent, it
shall not undertake any positions in any entities which are engaged in similar
business or products and service with Party B, including but not limited
to
shareholder, partner, director, manager, staff, agent or consultant. Whether
Party A shall be subject to the forgoing restrictions after its resignation
will
be concluded by both parties separately. If no separate agreement is concluded,
Party B shall not implement such restrictions upon Party A.
9.
Any carriers of Confidential Information, including but not limited to,
documents, diagrams, notes, reports, mails, facsimiles, tapes and instruments,
shall belong to Party B, regardless these carriers have commercial value
or not.
If the carriers of the Confidential Information is prepared by Party A itself,
it shall be deemed that Party A agrees to transfer the title of these carriers
to Party B, and Party B shall compensate Party A reasonably when it returns
these carriers.
10.
Party A shall, when its resignation or required by Party B, return all
properties belong to Party B, including but not limited to, all carriers
of
Party B’s Confidential Information. However, if the carriers are prepared by
Party A itself, and the Confidential Information can be deleted or copied
from
the carriers, Party B may copy the Confidential Information to its own carriers
and delete it from the original carriers. In this case, Party A doesn’t have to
return the carriers to Party B, accordingly Party B doesn’t have to compensate
Party A.
2
11. Technical
Secretes in this Agreement shall mean, including but not limited to, technical
solutions, engineering designs, circuit designs, production methods, formulas,
technical procedures, technical data, computer software, database, research
and
development records, technical reports, testing reports, experimentation
data,
testing results, diagrams, samples, models, moulds, operation manuals, technical
documents, and related correspondences. Trade Secrets in this Agreement shall
mean, including but not limited to, customer lists, marketing plans, procurement
information, pricing strategies, financial information and stock channels.
12.
Any disputes arising from the performance of or in connection with this
Agreement shall be settled through friendly consultations between the parties.
In case no settlement can be reached through consultations either party may
file
a suit in the court in Party B’s jurisdiction.
13.
In case Party A breaches any provisions of this Agreement, Party B has the
right
to claim reasonable liquidated damages from Party A, whatever the liquidated
damages is paid or not, Party B has the right to terminate the employment
relationship with Party A without prior notice to Party A. Any damages of
Party
B due to Party A’s violation of this Agreement, Party A shall compensate Party
B’s loses, and undertake relevant legal responsibilities as well.
14.
This Agreement shall become effective after executed by both
parties.
15.
This Agreement shall supercede any prior oral or written communications of
the
subject matter. In case of any discrepancies, this Agreement shall prevail.
Any
modifications and amendments made to this Agreement shall be in written and
agreed by both parties.
17.
Both parties agree, before its signing of this Agreement, has fully reviewed
and
understood all provisions of this Agreement.
18.
This Agreement is executed in two originals, each party holds one
original.
Party
A (Employee):
|
Party
B (Company):
|
ID
Number:
|
Authorized
Signature:
|
Date:
|
Date:
|
3