Sample Contracts - Intellectual Property Righ...

   INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY AND NON-COMPETITION AGREEMENTThis agreement is entered into between the Parties as below on the date ofMarch 31, 2004.Party A: China Finance Online Co., Ltd., a limited liability company dulyincorporated and validly existing under the laws of the People's Republic ofChina (the "PRC")Party B: Mr. Zhongshan Qian, a citizen of PRC having the identificationnumber of 710403842.WHEREAS, Party B is an employee of Party A and has access to the researchand development achievements and various types of confidential informationrelated to technology, markets, customers, etc. owned by Party A; andWHEREAS, the Parties wish to protect Party A's intellectual propertyrights and business secrets and safeguard both Parties' interests.NOW, THEREFORE, the Parties agree as follows:ARTICLE I INTELLECTUAL PROPERTY RIGHTS1.1 Technical achievements1.1.1 Technical achievementsDuring the period when Party B is employed by Party A and for one yearafter both Parties terminate their employment relationship, all technicalachievements, including, but not limited to, discoveries, inventions, know-how,concepts, processes, products, methods and renovations (hereinafter referred toas "technical achievements"), related to the businesses, products, programs andservices of Party A that are contemplated, developed and accomplished by PartyB, whether independently or jointly with others, shall be deemed Party A'stechnical achievements and absolute property and all the corresponding rightsincluding intellectual property rights shall belong solely to Party A.1.1.2 Safekeeping of materialsParty B agrees to record and keep the technical achievements developed byParty A, whether independently or jointly with others, according to the formatsor methods required by Party A while Party B is employed by Party A. Thesematerials belong to Party A exclusively and Party A has the right to retrievethe above mentioned materials at any time.1.1.3  Application for intellectual property rightsParty B agrees to help Party A or Party A's agents, at Party A's expense,to protect Party A's interests in the aforesaid technical achievements and theirrelated intellectual property rights by appropriate means in any countries,including by disclosing all relevant information and data and by executing allrelevant legal documents. Party B agrees that the relevant legal documentsexecuted according to the aforesaid obligations shall survive the termination oftheemployment relationship between the Parties. If Party B fails to sign therelevant legal documents due to psychological, physical or any other reasons,Party B agrees to delegate Party A or Party A's authorized person or agents asParty B's proxy to sign the aforesaid legal documents on behalf of or in theinterest of Party B and to exercise other activities permitted by laws in orderto obtain relevant patents, copyrights and other intellectual property rights.The actions of the persons delegated by Party B shall have the same bindingeffect as Party B's action and such delegation shall be irrevocable.1.2 Prior achievementsParty B shall list all inventions, original works with copyrights,improvements, renovations and other business secrets (hereinafter referred to as"prior achievements") that are related to the businesses, products and researchand development of Party A but not transferred to Party A prior to Party B'semployment by Party A, in the appendix to this agreement. Party B agrees thatParty B shall not have any "prior achievement" if Party B does not list suchprior achievement in the appendix of this agreement.During the period Party B is employed by Party A, if Party B introducesany "prior achievements" in which Party B has ownership or interests in theproducts, processes and machines of Party A, Party B agrees to give Party Anon-exclusive, irrevocable, permanent and global permission to produce, revise,use or sell the above products, processes, machines or related "priorachievements" and Party A shall not be required to pay any fees to Party B.ARTICLE II. CONFIDENTIALITY2.1 Confidential information2.1.1 Party B agrees that Party A has the complete ownership of its"confidential information" regardless of the forms of storage, and Party B shallkeep all such confidential information secret. "Confidential information"includes but not limited to the following:a. Party A's archives, including but not limited to contracts, personnelarchives, administrative documents, lists of suppliers, etc.;b. Party A's technical materials, including but not limited to alldevelopment plans, development prospectuses, technical files, technicaldiagrams, drawings, formulas, models and relevant technical articles, technicalreports, etc. owned by Party A;c. Party A's sales materials, including but not limited to all qualitymanagement methods, pricing methods, sales methods, customers' materials, etc.owned by Party A;d. Party A's financial materials, including but not limited to all bankaccount materials, stockholders' materials, investment background, etc. owned byParty A;e. All the intellectual property rights (including those exclusively ownedby Party A, those owned by Party A and other companies or those owned by Party Anow and developed by Party A in the future);f. Technical achievements contemplated, developed and accomplished byParty B as set forth in Article I of this agreement;g. Technical achievements contemplated, developed and accomplished byother employees of Party A;h. Any third party's confidential information which Party A has theresponsibility tokeep confidential pursuant to laws and agreements between Party A and such thirdparty; andi. Any other information that Party A claims as confidential.2.1.2 Unprotected information:a. Information acquired from the public media, except in circumstanceswhere the public learns the information because Party A fails to fulfill itsconfidentiality obligations; andb. Information that Party A legitimately obtains from a third party withwhom Party A has never signed a confidentiality agreement.2.2 Implementation of confidentiality agreement2.2.1 Party B has the responsibility and duty to keep confidential allconfidential information and to abide by and strictly implement allconfidentiality regulations;2.2.2 Party B shall not provide or disclose confidential information toany third parties (including irrelevant employees of Party A) without Party A'swritten approval;2.2.3 Party B shall not use confidential information for any purpose otherthan for fulfilling Party A's assignments or responsibilities;2.2.4 Party B shall not copy confidential information other than for thepurposes of job requirements. If confidential information has to be copied dueto work requirements, the copies (including but not limited to files, discs,CDs, computer memories, etc.) are exclusively owned by Party A and Party B shallclearly mark the copies and protect and manage the copies;2.2.5 Party B shall not take any media carrying confidential information(including but not limited to files, discs, CDs, computer memories, etc.) out ofParty A's offices without Party A's written approval;2.2.6 Party B shall not talk about the content of any confidentialinformation in public or through public media (including but not limited totelephones, e-mail, internet, etc.). If Party B must deliver confidentialinformation through public media, Party B shall adopt confidentiality measuressuch as encryption, passwords, dispersion, etc. according to Party B'sconfidentiality requirements;2.3 Return and destruction of confidential files2.3.1 Party B shall return or destroy confidential information at therequest of Party A.2.3.2 If Party A does not set forth specific requirements, Party B shallreturn confidential information to Party A within three working days after theuse of the confidential information.2.3.3 When Party B terminates the employment relationship with Party A,Party B shall return all original files and copies that contain, represent,display, record or constitute confidential information, including but notlimited to devices, records, data, notes, reports, proposals, business cards,letters, specifications, drawings, equipment, materials, etc. to Party A. PartyB agrees to sign Appendix II of this agreement as a "Letter of Guarantee".2.4 Information about prior employersParty B agrees that Party B shall not inappropriately use or disclose theconfidentialinformation or business secrets of any other individuals or institutions inwhich Party B has worked as a part-time employee in the past or where Party Bworks now when Party B works for Party A. Party B shall not take the aforesaidconfidential information or relevant unpublicized information to Party A.ARTICLE III NON-COMPETITION3.1 Party B agrees to neither directly or indirectly be involved inbusinesses in competition against Party A or develop products identical orsimilar to those of Party A for third parties on behalf of himself or, in hiscapacity as owner, manager, shareholder, advisor, director, official, partner,employee, etc. of any other business entities while Party B works for Party A orwithin one year after the termination of the employment relationship betweenboth Parties.3.2 During the one year after the termination of the employmentrelationship between both Parties, Party B shall neither abet, solicit, attemptto employ or employ any of Party A's current employees (including those peopleemployed by Party A from six months before the termination of the employmentrelationship between both Parties to six months after the termination of suchemployment relationship), nor assist other individuals or entities to employ theaforesaid people or encourage any employees of Party A to terminate theiremployment contracts with Party A.3.3 During the one year after the termination of the employment contractbetween both Parties, Party B shall not remove or try to remove any customers orpotential customers from Party A.3.4 If Party B violates any terms of this article, the content of thearticle shall continue to be effective for one year after the date on whichParty B breached the article.ARTICLE IV NOTIFICATION OF PARTY B'S NEW EMPLOYERParty B agrees that Party A has the right to notify Party B's new employerof Party B's rights and obligations under this agreement after the terminationof the employment relationship between both Parties.ARTICLE V RESPONSIBILITIES UPON DEFAULTBoth Parties agree that any defaulting activities on the part of Party Bwill cause material or irrevocable damage to Party A. Therefore, Party A has theright to take all legal measures to reduce the losses to Party A brought aboutby Party B's violation of this agreement. Party B shall pay for all economiclosses suffered by Party A and take all legal responsibilities.ARTICLE VI DISPUTE RESOLUTION6.1 All disputes from the implementation of this agreement or related tothis agreement shall be resolved through friendly consultation between bothParties.6.2 If negotiation fails to settle the dispute, either Party has the rightto make an arbitration application to the Beijing Arbitration Commission. Thearbitration shall be the final verdict and have binding force on both Parties.ARTICLE VII RIGHTS RESERVATION7.1 If one Party does not exercise its rights or take actions in responseto the defaulting acts of the other Party, it shall not be regarded asrenouncing its rights or abstaining frompursuing the other Party's defaulting responsibilities or duties.7.2 If one Party renounces its rights against the other Party or abstainsfrom pursuing the other Party's breaches, it shall not be regarded as renouncingany other rights or abstaining from investigating and affixing responsibility ofother breaches.7.3 All renouncements of rights must be in writing.ARTICLE VIII MISCELLANEOUS8.1 Any revision of this agreement shall take effect only afternegotiation and signature by both Parties;8.2 If the articles of this agreement are in conflict with the articles ofother agreements and contracts between both Parties, the articles of thisagreement shall control;8.3 The titles in this agreement are used only for convenience of readingand shall not affect the meaning of this agreement.8.4 If an article of this agreement is ruled to be invalid, illegal orinapplicable according to laws and regulations, the validity, legality andexecution of other articles of this agreement shall not be affected.8.5 The agreement shall be binding in the principle as below: the bindingeffects of the agreement shall not be affected by the length of employmentbetween the Parties, the reason for terminating the employment relationshipbetween the Parties and the amount of Party B's remuneration or salaries paid byParty A. Party B shall still be liable to his/her obligations under theagreement after the termination of the employment between the Parties forwhichever reasons. No amendment or changes of the agreement shall be made uponthe termination of the employment.ARTICLE IX GOVERNING LAW9.1 The establishment, validity, explanation, execution and disputesettlement of this agreement shall be governed by the laws and regulations ofthe People's Republic of China.ARTICLE X NOTICE10.1 Any notice or communication required or allowed under this agreement,regardless of the communication method, shall take effect upon actual delivery.10.2 The "actual delivery" in the above article refers to the arrival ofany notice at the legal domicile, residence or mailing address of the receivingParty.10.3 If a Party alters its notification address or mailing address, itshall notify the other Party of its new address within three days after thealteration. Otherwise, the defaulting Party shall be held responsible for allconsequent legal liabilities.ARTICLE XI ENTIRE AGREEMENTThis agreement and all of its appendices constitutes the entire agreementagreed upon by the Parties and supersedes all prior oral or writtennegotiations, representations or agreements reached by the Parties.ARTICLE XII VALIDITY AND TERM12.1 This agreement shall take effect after both Parties sign and affixseals on the agreement.12.2 This agreement shall be effective until the employment relationshipbetween both Parties is terminated. However, during the one year after thetermination of this agreement, any confidential information of Party A known toParty B before the termination of the agreement shall be handled according tothis agreement. Meanwhile, the articles which are agreed to survive thetermination of the employment relationship between both Parties shall remainbinding upon the Parties.12.3 The agreement shall be executed in two counterparts and onecounterpart shall be retained by each party. The two counterparts shall haveequal validity and legal effect.Party A: China Finance Online Co., Ltd./s/ COMPANY SEAL/s/ Jun Ning_____________________________(Authorized representative)Date: April 1, 2004Party B: Mr. Zhongshan Qian/s/ Zhongshan Qian____________________________Date: April 1, 2004APPENDIX ILIST OF PARTY B'S PRIOR ACHIEVEMENTSAPPENDIX IILETTER OF GUARANTEEI, ______________, hereby guarantee that I have returned and no longerhold any original files or copies that contain, represent, display, record ormake use of confidential information, including devices, records, data, notes,reports, proposals, name lists, letters, specifications, drawings, equipment,materials, etc., to __________________________ (hereinafter referred to as "theCompany").I further guarantee that I have abided by all the articles of theAgreement of Intellectual Property Rights, Confidentiality and Non-competition(hereinafter referred to as "the Agreement") executed by me and the Company,including making reports to the Company about any technical achievementsdeveloped by me alone or collectively with others.I further agree that I will continue to abide by the regulations of theAgreement and keep the confidential information selected by the Agreement highlyconfidential.I further agree that I will neither employ any employees of the Company,nor solicit, encourage or abet any employees to terminate their employmentcontracts with the Company in any form or in any other's name during the 12months after my the date of my execution of this letter of guarantee.Signed By:Date: