EMPLOYMENTAGREEMENT(劳动合同范本)

1、This EMPLOYMENT AGREEMENT (the Agreement), is entered into as of, 2007(the Effective Date) by and betwee n Lon gtop Finan cial Tech no logies Limited, a compa ny incorporated and existi ng un der the laws of the Cayma n Isla nds (the Company) and _ an in dividual (the Executive). Except with respect

2、 to the direct employme nt of the Executive by theCompa ny, the term Compa ny as used here in with respect to all obligatio ns of the Executivehereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities(collectively, the Group).RECITALS 引言A. The Company desir

3、es to employ the Executive as its_ and to assure itself of theservices of the Executive duri ng the term of Employme nt (as defi ned below).B. The Executive desires to be employed by the Compa ny as its _ ring the term ofEmployme nt and upon the terms and con diti ons of this Agreeme nt.AGREEMENTThe

4、 parties hereto agree as follows:1. POSITION 职位The Executive hereby accepts a position of_(the Employment) of theCompa ny.2. TERM 合同期限Subject to the terms and con diti ons of this Agreeme nt, the in itial term of the Employme nt shall bethree years comme ncing on the Effective Date, uni ess term in

5、ated earlier pursua nt to the terms ofthis Agreement. Upon expiration of the initial three-year term, the Employment shall be automaticallyexte nded for successive on e-year terms uni ess either party gives the other party hereto a on e-m onthprior writte n no tice to term in ate the Employme nt pri

6、or to the expirati on of such on e-year term or uniess termi nated earlier pursua nt to the terms of this Agreeme nt.3. PROBATION 试用期No probati onary period.4. DUTIES AND RESPONSIBILITIES责任与义务The Executives duties at the Compa ny will in clude all jobs assig ned by the Compa nys Board of theDirector

7、s (the Board) or the Compa nys Chief Executive Officer, as the case may be.1.The Executive shall devote all of his or her working time, attention and skills to the performance of his orher duties at the Company and shall faithfully and diligently serve the Company in accorda nce with thisAgreeme nt,

8、 the Memora ndum and Articles of Associatio n of the Compa ny (the Articles ofAssociation), and the guidelines, policies and procedures of the Company approved from time to timeby the Board.The Executive shall use his or her best efforts to perform his or her duties hereunder. The Executiveshall not

9、, without the prior written consent of the Board, become an employee of any en tity other tha nthe Compa ny and any subsidiary or affiliate of the Compa ny, and shall not be concerned or in terestedin software developme nt bus in ess or en tity that competes with that carried on by the Compa ny (any

10、such bus in ess or en tity, a Competitor), provided that nothing in this clause shall preclude theExecutive from holdi ng any shares or other securities of any Competitor that is listed on any securitiesexcha nge or recog ni zed securities market any where. The Executive shall notify the Company inw

11、riting of his or her interest in such shares or securities in a timely manner and with such details andparticulars as the Compa ny may reas on ably require.5.NO BREACH OF CONTRACT禁止违约The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreementby the Executive

12、 and the performanee by the Executive of the Executives duties hereunder shall notconstitute a breach of, or otherwise contravene, the terms of any other agreeme nt or policy to whichthe Executive is a party or otherwise bound except for agreeme nts en tered into by and betwee n theExecutive and any

13、 member of the Group pursua nt to applicable law, if any; (ii) that the Executive hasno in formati on (in cludi ng, without limitatio n, con fide ntial information and trade secrets) relating toany other person or entity which would prevent, or be violated by, the Executive entering into thisAgreeme

14、nt or carrying out his duties hereunder; (iii) that the Executive is not bound by any con fidentiality, trade secret or similar agreeme nt (other than this) with any other pers on or en tity except forother member(s) of the Group, as the case may be.6.LOCATION 履行地The Executive will be based in Xiame

15、n, China. The Company reserves the right to transfer or secondthe Executive to any location in China or elsewhere in accordance with its operational requireme nts.7.COMPENSATION AND BENEFITS补偿与福利(a) Cash Compensation. The Executives cash compensation (including salary and bonus) shallbe provided by

16、the Compa ny pursua nt to Schedule A hereto, subject to annual review andadjustme nt by the Compa ny.(b) Equity Incentives. To the extent the Company adopts and maintains a share incentive plan, theExecutive will be eligible for participating in such plan pursuant to the terms thereof as determined

17、by the Compa ny.2.(c) Ben efits. The Executive is eligible for participati on in any sta ndard employee ben efit pla n ofthe Company that currently exists or may be adopted by the Company in the future, in cludi ng,but not limited to, any retireme nt pla n, life in sura nce pla n, health in sura nce

18、 pla n andtravel/holiday pla n.8. TERMINATION OF THE AGREEMENT劳动合同终止3.(a) By the Compa ny. The Compa ny may term in ate the Employme nt for cause, at any time,without notice or remuneration, if (1) the Executive is convicted or pleads guilty to a felony or toan act of fraud, misappropriation or embe

19、zzlement, (2) the Executive has beenn eglige nt or acted dish on estly to the detrime nt of the Compa ny, (3) the Executive has engaged in actions amounting to misc on duct or failed to perform his or her duties here un derand such failure continues after the Executive is afforded a reas on able opp

20、ortunity to curesuch failure, (4) the Executive has died, or (5) the Executive has a disability which shall mea na physical or men tal impairme nt which, as reas on ably determ ined by the Board, ren ders theExecutive un able to perform the esse ntial functions of his employme nt with the Compa ny,e

21、ven with reas on able accommodati on that does not impose an undue hardship on theCompany, for more than 180 days in any 12-month period, uni ess a Ion ger period is requiredby applicable law, in which case that Ion ger period would apply .In additi on, the Compa nymay termi nate the Employme nt wit

22、hout cause, at any time, upon one month writte n no tice,and upon term in ati on without cause, the Company shall provide compensation to theExecutive as expressly required by applicable law of the jurisdiction where the Executive isbased.(b) By the Executive. The Executive may term in ate the Emplo

23、yme nt at any time with a on e-month prior writte n no tice to the Compa ny, if (1) there is a material reducti on in the Executivesauthority, duties and resp on sibilities, or (2) there is a material reduct ion in the Executivesannual salary before the n ext annual salary review. In additi on, the

24、Executive may resign priorto the expiration of the Agreement if such resignation is approved by the Board or an alternative arra ngeme nt with respect to the Employme nt is agreed to by the Board.(c) Notice of Termi natio n. Any term in ati on of the Executives employme nt un der this Agreement shal

25、l be com mun icated by written no tice of term in ati on from the term in at ing party to theother party. The no tice of term in ati on shall in dicate the specific provisi on(s) of this Agreement relied upon in effect ing the term in atio n.9.CONFIDENTIALITY AND NONDISCLOSURE保密义务(a) Con fide ntiali

26、ty and Non-disclosure .In the course of the Executives services, theExecutive may have access to the Company, and/or the Companys clients and/or prospectiveclie nts trade secrets and con fide ntial in formati on, in cludi ng but no t limited to thoseembodied in memora nda, manu als, letters or other

27、 docume nts, computer disks, tapes orother in formati on storage devices, hardware, or other media or vehicles, perta ining to theCompa ny, an d/or the Compa nys4.clie nts an d/or prospective clie nts bus in ess. All such trade secrets and con fide ntial informati on are con sidered con fide ntial.

28、All materials containing any such trade secret and confide ntial in formati on are the property of the Compa ny an d/or the Compa nys clie nt and/orprospective client, and shall be returned to the Company and/or the Companys clie nt an d/orprospective clie nt upon expiratio n or earlier term in ati

29、on of this Agreeme nt.The Executive shall not directly or in directly disclose or use any such trade secret or con fidential in formati on, except as required in the performa nee of the Executives duties inconnection with the Employment, or pursuant to applicable law.(b) Trade Secrets. During and af

30、ter the Employment, the Executive shall hold the Trade Secrets instrict con fide nee; the Executive shall not disclose these Trade Secrets to anyone except otheremployees of the Compa ny who have a n eed to know the Trade Secrets in connection withthe Compa nys bus in ess. The Executive shall not us

31、e the Trade Secrets other tha n for theben efits of the Compa ny.Trade Secrets means in formati on deemed con fide ntial by the Compa ny, treated by the Compa nyor which the Executive know or ought reas on ably to have known to be con fide ntial, and trade secrets,in cludi ng without limitatio n des

32、ig ns, processes, prici ng policies, methods, inven ti ons, con ceptio ns,tech no logy, tech ni cal data, finan cial in formati on, corporate structure and kno w-how, relati ng to thebus in ess and affairs of the Compa ny and its subsidiaries, affiliates and bus in ess associates, whetherembodied in

33、 memora nda, manu als, letters or other docume nts, computer disks, tapes or other informatio n storage devices, hardware, or other media or vehicles. Trade Secrets do not in clude informati on gen erally known or released to public doma in through no fault of the Executive.(c) Former Employer Infor

34、mation. The Executive agrees that he or she has not and will not, duringthe term of his or her employment, (i) improperly use or disclose any proprietary in formati on ortrade secrets of any former employer or other pers on or en tity with whichthe Executive has an agreeme nt or duty to keep in con

35、fide nce in formatio n acquired byExecutive, if any, or (ii) bring into the premises of Compa ny any docume nt or con fide ntial orproprietary in formati on bel onging to such former employer, pers on or en tity uni essconsented to in writing by such former employer, person or entity. The Executive

36、will indemnifythe Company and hold it harmless from and against all claims, liabilities, damages and expenses, in clud ing reas on able attor neys fees and costs of suit, aris ing out of or in connectionwith any violation of the foregoing.(d) Third Party In formati on. The Executive recog ni zes tha

37、t the Compa ny may have received,and in the future may receive, from third parties their con fide ntial or proprietary in formati onsubject to a duty on the Compa nys part to maintain the con fide ntiality of suchinformation and to use it only for certain limited purposes. The Executive agrees that

38、theExecutive owes the Compa ny and such third parties, duri ng the Executives employme nt bythe Compa ny and thereafter, a duty tohold all such con fide ntial or proprietary in formatio n in the strictest con fide nee and not to5.disclose it to any person or firm and to use it in a manner consistent

39、 with, and for the limitedpurposes permitted by, the Compa nys agreeme nt with such third party.This Sectio n 9 shall survive the term in ati on of this Agreeme nt for any reas on. In the eve nt theExecutive breaches this Section 9, the Company shall have right to seek remedies permissible un derapp

40、licable law.10. INVENTIONS 发明(a) Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a listdescrib ing all inven ti ons, ideas, improveme nts, desig ns and discoveries, whether or not patentable and whether or not reduced to practice, origi nal works of authorship and

41、 trade secretsmade or conceived by or bel onging to the Executive (whether made solely by the Executive orjointly with others) that (i) were developed by Executive prior to the Executives employment bythe Company (collectively, Prior Inventions), (ii) relate to the Compa ny actual or proposedbus in

42、ess, products or research and developme nt, and (iii) are not assigned to the Companyhereunder; or, if no such list is attached, the Executive represents that there are no such PriorInventions. The Executive hereby ack no wledges that, if in the course of his or her service forthe Compa ny, the Exec

43、utivein corporates into a Compa ny product or process a Prior Inven ti on owned by the Executive orin which he or she has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and lice nse (which may befreely tran sferred by t

44、he Compa ny to any other pers on or en tity) to make, have made, modify,use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connectionwith such product, process or mach ine.(b) Disclosure and Assignment of Inventions. The Executive understands that the Company engage

45、s in research and developme nt and other activities in connection with its bus in ess andthat, as an esse ntial part of the Employme nt, the Executive is expected to make new contributi ons to and create inven ti ons of value for the Compa ny.From and after the Effective Date, the Executive shall di

46、sclose in con fide nce to the Compa ny all inventi ons, improveme nts, desig ns, origi nal works of authorship, formulas, processes, compositions ofmatter, computer software programs, databases, mask works and trade secrets (collectively, theInventions), which the Executive may solely or join tly co

47、nceive or develop or reduce to practice, orcause to be conceived or developed or reduced to practice, duri ng the period of the ExecutivesEmployme nt at the Compa ny. The Executive ack no wledges that copyrightable works prepared by theExecutive with in the scope of and duri ng the period of the Exe

48、cutives Employment with the Companyare works for hire and that the Company will be considered the author thereof. The Executive agreesthat all the Inventions shall be the sole and exclusive property of the Company and the Executivehereby assign all his or her right, title and interest in and to any

49、and all of the Inven tio ns to the Company or its successor in in terest without further con siderati on.(c) Pate nt and Copyright Registrati on. The Executive agrees to assist the Compa ny in everyproper way to obta in for the Compa ny and enforce pate nts, copyrights, mask work rights,trade secret

50、 rights, and other legal protect ion for the Inven ti ons. The Executive will executeany docume nts that the Compa ny may reas on ably request for use in obta ining or enforcingsuch patents, copyrights, mask work rights, trade secrets and other legal protections. TheExecutives obligations under this

51、 paragraph will continue beyond the term in ati on of theEmployme nt with the Compa ny, provided that the Compa ny will reas on ably compe nsate theExecutive after such term in atio n for time or expe nses actually spent by the Executive at theCompanys request on such assistanee. The Executive appoi

52、nts the Secretary of the Companyas the Executives attorney-in-fact to execute docume nts on the Executives behalf for thispurpose.(d) Retur n of Con fide ntial Materials. In the event of the Executives term in ati on of employme ntwith the Compa ny for any reas on whatsoever, Executive agrees prompt

53、ly to surre nder anddeliver to the Compa ny all records, materials, equipme nt, draw in gs, docume nts and data ofany n ature perta ining to any con fide ntial in formati on or to his orher employment, and Executive will not retain or take with him or her any tangible materials orelectr oni cally st

54、ored data, containing or perta ining to any con fide ntial in formati on thatExecutive may produce, acquire or obta in access to duri ng the course of his or her employment.This Section 10 shall survive the term in ati on of this Agreeme nt for any reas on. In the event theExecutive breaches this Se

55、ction 10, the Company shall have right to seek remedies permissible un derapplicable law.11. CONFLICTING EMPLOYMENT.兼业禁止The Executive hereby agrees that, during the term of his or her employment with the Company, he orshe will not en gage in any other employme nt, occupati on, con sult ing or other

56、bus in ess activityrelated to the bus in ess in which the Compa ny is now in volved or becomes in volved duri ng the termof the Executives employment, nor will the Executive engage in any other activities that conflict with hisor her obligations to the Company without the prior written consent of th

57、e Compa ny.12. NON-COMPETITION AND NON-SOLICITATION竟业禁止、禁止招揽In con sideratio n of the salary paid to the Executive by the Compa ny, the Executive agree that duri ngthe term of the Employme nt and for a period of one (1) year followi ng the term in ati on of theEmployme nt for whatever reas on:(a) Th

58、e Executive will not approach clie nts, customers or con tacts of the Compa ny or otherpersons or entities introduced to the Executive in the Executives capacity as a represe ntativeof the Compa ny for the purposes of doing bus in ess with such pers ons or en tities which willharm the bus in ess rel

59、ati on ship betwee n the Compa ny and such pers ons an d/or en tities;6.(b) uni ess expressly consen ted to by the Compa ny, the Executive will not assume employme ntwith or provide services as a director or otherwise for any Competitor, or en gage, whether asprincipal, partner, licensor or otherwis

60、e, in any Competitor; and(c) uni ess expressly consen ted to by the Compa ny, the Executive will not seek directly or indirectly, by the offer of alter native employme nt or other in duceme nt whatsoever, to solicit theservices of any employee of the Compa ny employed as at or after the date of such