EMPLOYMENT AGREEMENT
EXHIBIT
10.1
This
Employment Agreement (the “Agreement”) is entered into on March 7,
2007,
between
Xxxxx Hor (“Employee”), Xxxx 00X, Xxxxx 0, Xxxxx Xxxxxxxx, Xx On Shan, New
Territories, Hong Kong and Diguang International Development
Co.,
Ltd.
(“DIDC”),
a
Nevada corporation.
WHEREAS,
Employee wishes to work for DIDC
as, and
DIDC
wishes
to employ Employee in the capacity of,
Chief
Financial Officer;
NOW,
THEREFORE, the parties to this Agreement agree as follows:
| 1. |
Employment
and Position.
|
1.1. Employee
shall be employed in the capacity of Chief Financial Officer (full time) of
DIDC
and
Employee hereby accepts such employment on the terms and conditions contained
in
the
Agreement.
1.2. Employee
shall report directly to DIDC's
chief
executive officer. Employee shall have
those responsibilities normally discharged by persons in his position in a
US
public company,
including but
not
limited to the
general supervision and oversight of the financial recordkeeping
and reporting of DIDC
and the
responsibilities listed as Exhibit A which is attached
hereto.
1.3 Employee
agrees that to the best of his ability and experience he will at all times
faithfully perform all of the duties and obligations required of and from
Employee, consistent and commensurate with Employee’s position, pursuant to the
terms and conditions hereof. During the term of Employee’s employment
relationship with DIDC, Employee will not directly or indirectly engage or
participate in any business that is competitive in any manner with the business
of DIDC and its subsidiaries and will not be engaged in a similar position
on
behalf of another entity. Employee
will comply with and be bound by DIDC’s operating policies, procedures and
practices as provided to Employee from time to time and in effect during the
term of Employee’s employment,
except as those policies, procedures and practices conflict with the terms
of
this Agreement, in which case the terms of this Agreement shall
control.
1.4 Employee
represents and warrants to DIDC that he is under no obligations or commitments,
whether contractual or otherwise, that are inconsistent with his obligations
under this Agreement. Employee represents and warrants that he will not use
or
disclose, in connection with his employment by DIDC, any trade secrets or other
proprietary information or intellectual property in which Employee or any other
person has any right, title or interest and that his employment by DIDC as
contemplated by this Agreement will not infringe or violate the rights of any
other person or entity. Employee represents and
-1-
warrants
to DIDC that he has returned all property and confidential information belonging
to any prior employers.
| 2. |
Term
of Employment. Employee’s employment as CFO by DIDC
shall commence as of March 7, 2007 and shall continue
thereafter
until terminated by either party to this Agreement as provided
below.
|
| 3. |
Cash
Compensation. Employee shall receive a
salary of US$10,000 per
month, payable pursuant
to DIDC’s normal payroll practices,
less any amounts that DIDC
is
required by
law to withhold or that Employee directs DIDC
in
writing to withhold.
|
| 4. |
Vacation.
During his employment, Employee will be eligible for two weeks vacation
each year, which vacation shall accrue ratably over each calendar
year and
pro-rata during any partial year of employment, subject to a maximum
accrual at any time of four weeks
vacation.
|
| 5. |
Equity
Compensation. The Employee has already received, and shall be entitled
to
retain, options to purchase the equivalent of 20,000 shares of
DIDC,
under the option plan previously adopted by Diguang International
Holdings
Limited, which plan DIDC
assumed. Employee shall retain those options on the terms, including
exercise
price (as adjusted in connection with DIDC’s
assumption of the plan),
provided, however, that Employee’s options shall vest on an annual basis,
at which he remains employed under this Agreement (i.e. 25%
of the shares subject to the stock options shall vest on each of
the first
four anniversaries of March 1,
2007).
|
| 6. |
Protection
of Confidential Information; Non-Competition. Employee shall sign,
or has
signed, a Confidential Information and Invention Assignment Agreement
attached hereto as Exhibit B (the “Confidentiality Agreement”). Employee
hereby represents and warrants to DIDC that he has complied with
all
obligations under the Confidentiality Agreement and agrees to continue
to
abide by the terms of the Confidentiality Agreement and further agrees
that the provisions of the Confidentiality Agreement shall survive
any
termination of this Agreement or of Employee’s employment relationship
with DIDC and its subsidiaries.
|
6.1 Employee
hereby agrees that he shall not, during his employment pursuant to this
Agreement and
for a
period of twenty (24) months thereafter,
carry
on
any business or activity (whether directly or indirectly, as a partner,
shareholder, principal, agent, director, affiliate, employee or consultant)
which is competitive with the business conducted by DIDC or any of its
subsidiaries (as conducted now or as those businesses come to be conducted
during the term of Employee's employment), nor engage in any other activities
that conflict with Employee’s obligations to DIDC and its subsidiaries, without
the prior consent
of the
Board of Directors.
6.2 Employee
agrees that breach of Section 6.1 will cause substantial injury to DIDC for
which money damages will not provide an adequate remedy, and Employee agrees
that DIDC shall have the right to obtain injunctive relief, including the right
to have Section 6.1 specifically enforced by any court having equity
jurisdiction, in addition to, and not in limitation of, any other remedies
available to DIDC under applicable law.
-2-
| 7. |
Location.
Employee shall be based in the Shenzhen, but he shall travel to such
places as he may be directed by DIDC’s
chief executive officer
or
as may be necessary for him to fulfill his responsibilities under
this
Agreement, including but
not limited to
China.
|
| 8. |
Reimbursement
of Expenses. Employee
shall be entitled to reimbursement of reasonable expenses incurred
by him
in connection with the performance of his duties under this Agreement,
including, but not limited to, reasonable
expenses
connected with his travel on behalf of DIDC.
DIDC shall reimburse Employee for such expenses upon presentation
of an
itemized account and appropriate supporting documentation, all in
accordance with DIDC’s generally applicable policies
|
| 9. |
Termination.
Either party may terminate this Agreement at any time upon delivery
of
forty-five (45)
days’ prior
written notice
to the other, provided, however, that DIDC
may terminate Employee without notice if it pays him the salary that
he
would have earned had she remained employed through the end of the
notice
period. Upon termination, Employee shall remain entitled to reimbursement
of any reasonable
expenses
incurred by him on behalf of DIDC
up
to the date of termination.
|
| 10. |
Notices.
All notices provided for in this Agreement shall be in writing, and
shall
be deemed to have been duly given when delivered personally to the
party
to receive the same, when transmitted by electronic means, or when
mailed
first class postage prepared, by certified mail, return receipt requested,
addressed to the party to receive the same at his or its address
set forth
below. All notices shall be deemed to have been given as of the date
of
personal delivery, transmittal or mailing
thereof.
|
If
to
DIDC:
8/F,
64
Bldg, Jinlong Industry District,
Majialong,
Nanshan District
Shenzhen,
China
Attn: Song
Yi
If
to
Employee:
Xxxx
00X,
Xxxxx 0, Xxxxx Xxxxxxxx,
Xx
On
Shan, New Territories, Hong Kong
11.
Miscellaneous.
11.1 No
provision
of this Agreement shall be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and signed by the
Employee and by an authorized officer of DIDC (other than the Employee). No
waiver by either party of any breach of, or of compliance with, any condition
or
provision of this Agreement by the other party shall be considered a waiver
of
any other condition or provision or of the same condition or provision at
another time.
-3-
11.2 No
other
agreements, representations or understandings (whether oral or written) which
are not expressly set forth in this Agreement have been made or entered into
by
either party with respect to the subject matter of this Agreement. This
Agreement and the Confidentiality Agreement contain the entire understanding
of
the parties with respect to the subject matter hereof.
11.3 Governing
Law. This Agreement shall be construed in accordance with the laws of Hong
Kong
(except provisions governing the choice of law).
11.4 Arbitration.
Any dispute or claim arising out of or in connection with this Agreement will
be
finally settled by binding arbitration in Hong Kong in accordance with the
rules
of the Hong Kong International Arbitration Center by one arbitrator appointed
in
accordance with said rules. Employee and DIDC shall split the cost of the
arbitration filing and hearing fees and the cost of the arbitrator. The
arbitrator will award attorneys fees to the prevailing party. The arbitrator
shall apply the laws of Hong Kong, without reference to rules of conflicts
of
law or rules of statutory arbitration, to the resolution of any dispute.
Judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. Notwithstanding the foregoing, the parties may
apply to any court of competent jurisdiction for preliminary or interim
equitable relief, or to compel arbitration in accordance with this paragraph,
without breach of this arbitration provision. This Section 11.4 shall not apply
to any dispute or claim relating to the Confidentiality Agreement.
11.5 The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision hereof,
which shall remain in full force and effect.
11.6 This
Agreement and all rights and obligations of the Employee hereunder are personal
to the Employee and may not be transferred or assigned by the Employee at any
time. DIDC may assign its rights under this Agreement to any entity that assumes
the DIDC’s obligations hereunder in connection with any sale or transfer of all
or a substantial portion of the DIDC’s assets to such entity.
11.7 The
headings
of the paragraphs contained in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of any provision
of this Agreement.
11.8 This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
[SIGNATURE
PAGE TO FOLLOW]
-4-
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
"DIDC"
By:
/s/
Song
Xx
Xxxx
Yi
Chief
Executive Officer
"EMPLOYEE"
Xxxxx
Hor
/s/
Xxxxx
Hor
-5-
EXHIBIT
A
RESPONSIBILITIES
OF CHIEF FINANCIAL OFFICER
| 1) |
Ensure
the completeness, timeliness and accuracy of the information disclosure
of
DIDC and its subsidiaries as well as give explanations on the information
regarding the business operation.
|
| 2) |
Undertake
the forecasting and analysis of DIDC’s overall economic efficiency;
furnish timely reports on the status of financial targets, e.g.,
profit
earnings, to chief executive officer and chief operating officer;
and
review profit distribution and loss remedy
plans.
|
| 3) |
Prepare
and review quarterly, interim and annual
reports.
|
| 4) |
Review
stock issuance and stock option plan of
DIDC.
|
| 5) |
Review
annual financial budget, audit report and final accounts of
DIDC.
|
| 6) |
Provide
reasonable proposals on and participate in the strategizing and execution
of DIDC’s operation, including but not limited to capital operation,
securities, financing and merger & acquisition as well as be
responsible for the cash management and arrangement within or outside
DIDC.
|
| 7) |
Be
responsible for the tax planning scheme for DIDC and its subsidiaries
and
deal with the tax-related issues.
|
| 8) |
Lead
the internal financial accounting and management of DIDC and supervise
and
improve the internal accounting management system; and liaise with
and
manage relationship with Audit Committee and external
auditors.
|
| 9) |
Organize
the relevant divisions in DIDC to conduct economic analysis for the
purpose of reducing the cost and expenditure and increasing income;
prepare and review cost-control measures and supervise the implementation
of the same.
|
| 10) |
Participate
in strategic development plans and the negotiation and execution
of
material contracts.
|
| 11) |
Undertake
compliance review according to the financial regulations, policies
and
board resolutions.
|
| 12) |
Collect
and classify information relevant to corporate management/financial
data
release and internal control of DIDC and deliver such information
to the
relevant personnel.
|
| 13) |
Manage
DIDC’s relationships with the financial and investment community and
furnish timely reports regarding the same to chief executive
officer.
|
-6-
EXHIBIT
B
CONFIDENTIALITY
AGREEMENT
CONFIDENTIAL
INFORMATION AND
INVENTION
ASSIGNMENT AGREEMENT
As
a
condition of my becoming employed by Diguang International Development Co.,
Ltd.
("DIDC" or the “Company”), a Nevada corporation, and in consideration of my
employment with DIDC and my receipt of the compensation now and hereafter paid
to me by DIDC, I agree to the following:
1. Employment
. I understand and acknowledge that this Agreement does not alter, amend or
expand upon any rights I may have to continue in the employ of, or in the
duration of my employment with, DIDC under any existing agreements between
DIDC
and me or under applicable law. Any employment relationship between DIDC and
me,
whether commenced prior to or upon the date of this Agreement, shall be referred
to herein as the “Relationship.”
2. Duties.
I
will perform for DIDC and its subsidiaries (collectively, “DIDC Entities”) such
duties as may be designated by DIDC from time to time. During the Relationship,
I will devote my best efforts to the interests of the DIDC Entities and will
not
engage in other employment or in any activities detrimental to the best
interests of the DIDC Entities without the prior written consent of
DIDC.
3. At-Will
Relationship. I understand and acknowledge that my Relationship with DIDC is
at-will, as defined under applicable law, meaning that either I or DIDC may
terminate the Relationship at any time for any reason or no reason, without
further obligation or liability.
4. Confidential
Information.
(a) Company
Information. I agree at all times during the term of my Relationship with DIDC
and thereafter, to hold in strictest confidence, and not to use, except for
the
benefit of DIDC to the extent necessary to perform my obligations to DIDC under
the Relationship, or to disclose to any person, firm, corporation or other
entity without written authorization of the Board of Directors of DIDC, any
Confidential Information of the DIDC Entities which I obtain or create. I
further agree not to make copies of such Confidential Information except as
authorized by DIDC. I understand that “Confidential Information” means any
Company proprietary information, technical data, trade secrets or know-how,
including, but not limited to, research, product plans, products, services,
suppliers, customer lists and customers (including, but not limited to,
customers of the DIDC Entities on whom I called or with whom I became acquainted
during the Relationship), prices and costs, markets, software, developments,
inventions, laboratory notebooks, processes, formulas, technology, designs,
drawings, engineering, hardware configuration information, marketing, licenses,
finances, budgets or other business information disclosed to me by any of the
DIDC Entities either directly or indirectly in writing, orally or by drawings
or
observation of parts or equipment or created by me during the
-7-
period
of
the Relationship, whether or not during working hours. I understand that
Confidential Information includes, but is not limited to, information pertaining
to any aspect of the DIDC Entities’ business which is either information not
known by actual or potential competitors of the DIDC Entities or other third
parties not under confidentiality obligations to the DIDC Entities, or is
otherwise proprietary information of the DIDC Entities or their respective
customers or suppliers, whether of a technical nature or otherwise. I further
understand that Confidential Information does not include any of the foregoing
items, which has become publicly and widely known and made generally available
through no wrongful act of mine or of others who were under confidentiality
obligations as to the item or items involved.
(b) Prior
Obligations. I represent that my performance of all terms of this Agreement
as
an employee of DIDC has not breached and will not breach any agreement to keep
in confidence proprietary information, knowledge or data acquired by me prior
or
subsequent to the commencement of my Relationship with DIDC, and I will not
disclose to the DIDC Entities or use any inventions, confidential or non-public
proprietary information or material belonging to any current or former client
or
employer or any other party. I will not induce the DIDC Entities to use any
inventions, confidential or non-public proprietary information, or material
belonging to any current or former client or employer or any other party.
(c) Third
Party Information. I recognize that the DIDC Entities have received and in
the
future will receive confidential or proprietary information from third parties
subject to a duty on the DIDC Entities’ part to maintain the confidentiality of
such information and to use it only for certain limited purposes. I agree to
hold all such confidential or proprietary information in the strictest
confidence and not to disclose it to any person, firm or corporation or to
use
it except as necessary in carrying out my work for the DIDC Entities consistent
with the DIDC Entities’ agreement with such third party.
5. Inventions.
(a) Inventions
Retained and Licensed. I have attached hereto, as Exhibit (I), a list describing
with particularity all inventions, original works of authorship, developments,
improvements, and trade secrets which were made by me prior to the commencement
of the Relationship (collectively referred to as “Prior Inventions”), which
belong solely to me or belong to me jointly with another, which relate in any
way to any of the DIDC Entities’ proposed businesses, products or research and
development, and which are not assigned to DIDC hereunder; or, if no such list
is attached, I represent that there are no such Prior Inventions. If, in the
course of my Relationship with DIDC, I incorporate into a the DIDC Entity
product, process or machine a Prior Invention owned by me or in which I have
an
interest, DIDC is hereby granted and shall have a non-exclusive, royalty-free,
irrevocable, perpetual, worldwide license (with the right to sublicense) to
make, have made, copy, modify, make derivative works of, use, sell and otherwise
distribute such Prior Invention as part of or in connection with such product,
process or machine.
(b) Assignment
of Inventions. I agree that I will promptly make full written disclosure to
DIDC, will hold in trust for the sole right and benefit of DIDC, and hereby
assign to DIDC, or its designee, all my right, title and interest throughout
the
world in and to any and all inventions, original works of authorship,
developments, concepts, know-how, improvements or trade secrets, whether or
not
patentable or registrable under copyright or similar laws, which I
may
-8-
solely
or
jointly conceive or develop or reduce to practice, or cause to be conceived
or
developed or reduced to practice, during the period of my Relationship with
DIDC
(collectively referred to as “Inventions”). I further acknowledge that all
Inventions which are made by me (solely or jointly with others) within the
scope
of and during the period of my Relationship with DIDC are “works made for hire”
(to the greatest extent permitted by applicable law) and are compensated by
my
salary (if I am an employee), unless regulated otherwise by the mandatory law
of
the State of California.
(c) Maintenance
of Records. I agree to keep and maintain adequate and current written records
of
all Inventions made by me (solely or jointly with others) during the term of
my
Relationship with DIDC. The records may be in the form of notes, sketches,
drawings, flow charts, electronic data or recordings, laboratory notebooks,
and
any other format. The records will be available to and remain the sole property
of DIDC at all times. I agree not to remove such records from DIDC’s place of
business except as expressly permitted by Company policy which may, from time
to
time, be revised at the sole election of DIDC for the purpose of furthering
DIDC’s business. I agree to return all such records (including any copies
thereof) to DIDC at the time of termination of my Relationship with DIDC as
provided for in Section 6.
(d) Patent
and Copyright Rights. I agree to assist DIDC, or its designee, at its expense,
in every proper way to secure DIDC’s, or its designee’s, rights in the
Inventions and any copyrights, patents, trademarks, mask work rights, moral
rights, or other intellectual property rights relating thereto in any and all
countries, including the disclosure to DIDC or its designee of all pertinent
information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments, recordations, and all other instruments
which DIDC or its designee shall deem necessary in order to apply for, obtain,
maintain and transfer such rights, or if not transferable, waive such rights,
and in order to assign and convey to DIDC or its designee, and any successors,
assigns and nominees the sole and exclusive rights, title and interest in and
to
such Inventions, and any copyrights, patents, mask work rights or other
intellectual property rights relating thereto. I further agree that my
obligation to execute or cause to be executed, when it is in my power to do
so,
any such instrument or papers shall continue after the termination of this
Agreement until the expiration of the last such intellectual property right
to
expire in any country of the world. If DIDC or its designee is unable because
of
my mental or physical incapacity or unavailability or for any other reason
to
secure my signature to apply for or to pursue any application for any United
States or foreign patents, copyright, mask works or other registrations covering
Inventions or original works of authorship assigned to DIDC or its designee
as
above, then I hereby irrevocably designate and appoint DIDC and its duly
authorized officers and agents as my agent and attorney in fact, to act for
and
in my behalf and stead to execute and file any such applications and to do
all
other lawfully permitted acts to further the application for, prosecution,
issuance, maintenance or transfer of letters patent, copyright or other
registrations thereon with the same legal force and effect as if originally
executed by me. I hereby waive and irrevocably quitclaim to DIDC or its designee
any and all claims, of any nature whatsoever, which I now or hereafter have
for
infringement of any and all proprietary rights assigned to DIDC or such
designee.
6. Company
Property; Returning Company Documents. I acknowledge and agree that I have
no
expectation of privacy with respect to DIDC’s telecommunications, networking or
information processing systems (including, without limitation, stored company
files, e-mail
-9-
messages
and voice messages) and that my activity and any files or messages on or using
any of those systems may be monitored at any time without notice. I further
agree that any property situated on DIDC’s premises and owned by DIDC, including
disks and other storage media, filing cabinets or other work areas, is subject
to inspection by Company personnel at any time with or without notice. I agree
that, at the time of termination of my Relationship with DIDC, I will deliver
to
DIDC (and will not keep in my possession, recreate or deliver to anyone else)
any and all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, laboratory
notebooks, materials, flow charts, equipment, other documents or property,
or
reproductions of any of the aforementioned items developed by me pursuant to
the
Relationship or otherwise belonging to DIDC, its successors or assigns. In
the
event of the termination of the Relationship, I agree to sign and deliver the
“Termination Certification” attached hereto as Exhibit (II); however, my failure
to sign and deliver the Termination Certificate shall in no way diminish my
continuing obligations under this Agreement.
7. Notification
to Other Parties.
(a) Employees.
In the event that I leave the employ of DIDC, I hereby consent to notification
by DIDC to my new employer about my rights and obligations under this
Agreement.
(b) Consultants.
I hereby grant consent to notification by DIDC to any other parties besides
DIDC
with whom I maintain a consulting relationship, including parties with whom
such
relationship commences after the effective date of this Agreement, about my
rights and obligations under this Agreement.
8. Solicitation
of Employees, Consultants and Other Parties. I agree that during the term of
my
Relationship with DIDC, and for a period of twenty-four (24) months immediately
following the termination of my Relationship with DIDC for any reason, whether
with or without cause, I shall not either directly or indirectly solicit,
induce, recruit or encourage any of the DIDC Entities’ employees or consultants
to terminate their relationship with such DIDC Entity, or attempt to solicit,
induce, recruit, encourage or take away employees or consultants of a DIDC
Entity, either for myself or for any other person or entity. Further, during
my
Relationship with DIDC and at any time following termination of my Relationship
with DIDC for any reason, with or without cause, I shall not use any
Confidential Information of any DIDC Entity to attempt to negatively influence
any of the DIDC Entities’ clients or customers from purchasing Company products
or services or to solicit or influence or attempt to influence any client,
customer or other person either directly or indirectly, to direct his or its
purchase of products and/or services to any person, firm, corporation,
institution or other entity in competition with the business of the DIDC
Entities.
9. Representations
and Covenants.
(a) Facilitation
of Agreement. I agree to execute promptly any proper oath or verify any proper
document required to carry out the terms of this Agreement upon DIDC’s written
request to do so.
-10-
(b) Conflicts.
I represent that my performance of all the terms of this Agreement does not
and
will not breach any agreement I have entered into, or will enter into with
any
third party, including without limitation any agreement to keep in confidence
proprietary information acquired by me in confidence or in trust prior to
commencement of my Relationship with DIDC. I agree not to enter into any written
or oral agreement that conflicts with the provisions of this
Agreement.
(c) Voluntary
Execution. I certify and acknowledge that I have carefully read all of the
provisions of this Agreement and that I understand and will fully and faithfully
comply with such provisions.
10. General
Provisions.
(a) Governing
Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of
Hong
Kong (except provisions governing the choice of law).
(b) Entire
Agreement. This Agreement sets forth the entire agreement and understanding
between DIDC and me relating to the subject matter herein and merges all prior
discussions between us. No modification or amendment to this Agreement, nor
any
waiver of any rights under this Agreement, will be effective unless in writing
signed by both parties. Any subsequent change or changes in my duties,
obligations, rights or compensation will not affect the validity or scope of
this Agreement.
(c) Severability.
If one or more of the provisions in this Agreement are deemed void by law,
then
the remaining provisions will continue in full force and effect.
(d) Successors
and Assigns. This Agreement will be binding upon my heirs, executors,
administrators and other legal representatives, and my successors and assigns,
and will be for the benefit of DIDC, its successors, and its
assigns.
(e) Survival.
The provisions of this Agreement shall survive the termination of the
Relationship and the assignment of this Agreement by DIDC to any successor
in
interest or other assignee.
(f) Remedies.
I acknowledge and agree that violation of this Agreement by me may cause DIDC
irreparable harm, and therefore agree that DIDC will be entitled to seek
extraordinary relief in court, including but not limited to temporary
restraining orders, preliminary injunctions and permanent injunctions without
the necessity of posting a bond or other security and in addition to and without
prejudice to any other rights or remedies that DIDC may have for a breach of
this Agreement.
(g) ADVICE
OF
COUNSEL. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE
OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ
AND
UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT
SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR
PREPARATION HEREOF.
-11-
[Signature
Page Follows]
-12-
The
parties have executed this Agreement on the respective dates set forth
below:
|
DIDC:
|
EMPLOYEE:
|
|
DIGUANG
INTERNATIONAL
|
Xxxxx
Hor
|
|
DEVELOPMENT
CO., LTD.
|
|
|
By:
/s/ Song Yi
|
|
|
Name:
Song Yi
|
|
|
Signature:
/s/ Xxxxx Hor
|
|
|
Title:
Chief
Executive Officer
|
|
|
Date:
March 7, 2007
|
Date:
March 7, 2007
|
|
Address:
8/F, 64 Bldg.,
|
Address:
Xxxx
00X, Xxxxx 0, Xxxxx Xxxxxxxx,
|
|
Xxxxxxx
Industry District,
|
Ma
On Shan, New Territories, Hong Kong
|
|
Majialong,
Nanshan District,
|
|
|
Shenzhen,
China
|
-13-
EXHIBIT
(I)
LIST
OF
PRIOR INVENTIONS
AND
ORIGINAL WORKS OF AUTHORSHIP
EXCLUDED
UNDER SECTION 5
|
Title
|
Date
|
Identifying
Number
or
Brief Description
|
||
-14-
TERMINATION
CERTIFICATION
This
is
to certify that I do not have in my possession, nor have I failed to return,
any
devices, records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, laboratory notebooks, flow
charts, materials, equipment, other documents or property, or copies or
reproductions of any aforementioned items belonging to the Company, its
subsidiaries, affiliates, successors or assigns (together the
“Company”).
I
further
certify that I have complied with all the terms of the Company’s Confidential
Information and Invention Assignment Agreement signed by me, including the
reporting of any inventions and original works of authorship (as defined
therein), conceived or made by me (solely or jointly with others) covered by
that agreement.
I
further
agree that, in compliance with the Confidential Information and Invention
Assignment Agreement, I will preserve as confidential all trade secrets,
confidential knowledge, data or other proprietary information relating to
products, processes, know-how, designs, formulas, developmental or experimental
work, computer programs, data bases, other original works of authorship,
customer lists, business plans, financial information or other subject matter
pertaining to any business of the Company or any of its employees, clients,
consultants or licensees.
I
further
agree that for twenty-four (24) months from the date of this Certificate, I
shall not either directly or indirectly solicit, induce, recruit or encourage
any of the Company’s employees or consultants to terminate their relationship
with the Company, or attempt to solicit, induce, recruit, encourage or take
away
employees or consultants of the Company, either for myself or for any other
person or entity. Further, I shall not at any time use any Confidential
Information of the Company to negatively influence any of the Company’s clients
or customers from purchasing Company products or services or to solicit or
influence or attempt to influence any client, customer or other person either
directly or indirectly, to direct his or its purchase of products and/or
services to any person, firm, corporation, institution or other entity in
competition with the business of the Company.
Date:
(Employee’s
Signature)
Xxxxx
Hor
(Type/Print
Employee’s Name)
-15-
