EXHIBIT 10.4
NON-DISCLOSURE, NON-COMPETITION AND PROPRIETARY
INFORMATION AGREEMENT
In partial consideration and as a condition of my [employment] by WUXI
SUNTECH POWER CO., LTD. (the "Company"), and effective as of the date that my
employment by Company first commenced, I hereby agree as follows:
1. NON-DISCLOSURE
A. I will hold all Company Confidential Information in confidence and
will not disclose, use, copy, publish, summarize, or remove from the
premises of Company any Confidential Information, except(a)as a
necessary to carry out my assigned responsibilities as a Company
employee, and (b) after termination of my employment, only as
specifically authorized in writing by an officer of Company. However,
I shall not be obligated under this paragraph with respect to
information I can document is or becomes readily publicly available
without restriction through no fault of mine. "CONFIDENTIAL
INFORMATION" shall mean all information related to any aspect of the
business of Company which is either information not known by actual or
potential competitors of Company or is proprietary information of
Company, whether of a technical nature or otherwise. Confidential
Information includes inventions, disclosures, processes, systems,
methods, formulae, devices, patents, patent applications, trademarks,
intellectual properties, instruments, materials, products, patterns,
compilations, programs, techniques, sequences, designs, research or
development activities and plans, specifications, computer programs,
source codes, costs of production, prices or other financial data,
volume of sales, promotional methods, marketing plans, lists of names
or classes of customers or personnel, lists of suppliers, business
plans, business opportunities or financial statements.
B. I will safeguard and keep confidential the proprietary information of
customers, vendors, consultants and other parties with which Company
does business to the same extent as if it were Company Confidential
Information. I will not, during my employment with Company or
otherwise, use or disclose to Company any confidential, trade secret
or other proprietary information or material of any previous employer
or other person, and I will not bring onto Company's premises any
unpublished document or any other properly belonging to any former
employer without the written consent of that former employer.
2. NON-COMPETITION
A. During my employment with Company, I will perform for Company such
duties as it may designate from time to time and will devote my full
time and best efforts to the business of Company and will not, without
the prior written approval (i) an officer for Company if I am not an
executive officer of Company or (ii) the board of Managers of Company
if I am an executive officer for Company, (a) engage in any other
professional employment or consulting, or (b) directly or indirectly
participate in or assist any business which is a current or potential
supplier,
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EXHIBIT 10.4
customer, or competitor of Company.
B. I agree that during the term of my employment with Company ( whether
or not during business hours), I will not engage in any activity that
is in any way competitive with the business or demonstrably
anticipated business of Company, and I will not assist any other
person or organization in competing or in preparing to compete with
any business or demonstrably anticipated business of Company.
C. During the terms of my employment by Company and for one year
thereafter, I shall not directly or indirectly, without the prior
written consent of Company, solicit, recruit, encourage or induce any
employees, officers, consultants, contractors or subcontractors of
Company to leave the employ of Company, either on my own behalf or on
behalf of any other person or entity.
3. PROPRIETARY INFORMATION
A. Upon termination of my employment, I will promptly return to Company
all items containing or embodying Confidential Information (including
all copies), except that I may keep my personal copies of (i) my
compensation records, (ii)materials distributed to shareholders
generally and (iii) this Agreement. All papers, records, data, notes,
drawings, files, documents, samples, devices, products, equipment and
other materials, including copies and in whatever form relating to the
business of Company that I possess or create as a result of my Company
employment, whether or not confidential, are the sole and exclusive
property of Company. In the event of the termination or expiration of
my employment, I will promptly deliver all such materials to Company.
B. All inventions, ideas, designs, circuits, schematics, formulas,
algorithms, trade secrets, works of authorship, developments,
processes, techniques, improvements, and related know-how which result
from work performed by me , alone or with others, on behalf of Company
or through access to Company confidential Information or property,
whether or not patentable or copyrightable (collectively "INVENTIONS")
shall be the property of Company, and to the extent permitted by law,
shall be "works made for hire". I hereby assign and agree to assign to
Company or its designee, without further consideration, my entire
right, title and interest in and to all Inventions, including all
rights to obtain, register, perfect and enforce patents, copyrights
and other intellectual property protection for inventions. I will
disclose promptly and in writing to the individual designated by
Company or to my immediate supervisor all Inventions which I have made
or reduced to practice. During my employment and for four years after,
I will assist Company (at its expense) to obtain and enforce patents,
copyrights and other forms of intellectual property protection on
Inventions. If I use or disclose my own confidential information or
intellectual property when acting within the scope of my employment or
otherwise on behalf of Company, Company will have and I hereby grant
Company a perpetual, irrevocable, worldwide royalty-free,
non-exclusive, sublicensable right and license to exploit and exercise
all such confidential information and intellectual property rights.
C. I have no entered into, and I agree I will not enter into, any
agreement either
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EXHIBIT 10.4
written or oral in conflict with this Agreement or my employment with
Company. I will not violate any agreement with or rights of any third
party or, except as expressly authorized by Company in writing
hereafter, use or disclose my own or any third party's confidential
information or intellectual property when acting within the scope of
my employment or otherwise on behalf of Company. Further, I have not
retained anything containing any confidential information of a prior
employer or other third party, whether or not created by me.
4. MISCELLANEOUS
A. I agree that this Agreement is not an employment contract and does not
purport to set forth all of the terms and conditions of my employment.
However, the terms of this Agreement shall supercede any inconsistent
terms and can only be changed by a subsequent written agreement signed
by Company's Chairman of the Board and myself.
B. I agree that my obligation under paragraphs 1, 2 and 3 of this
Agreement shall continue in effect after termination of my employment,
regardless of the reason or reasons for termination, and whether such
termination is voluntary of involuntary on my part., and that Company
is entitled to communicate my obligations under this Agreement to any
further employer or potential employer of mine. My obligations under
paragraphs 1,2 and 3 also shall be binding upon my heirs, executors,
assigns, and administrators and shall inure to the benefit of Company,
its subsidiaries, successors and assigns.
C. I agree that if one or more provisions of this Agreement are held to
be illegal or unenforceable under applicable laws of the People's
Republic of China, such illegal or unenforceable portion(s) shall be
limited or excluded from this Agreement to be minimum extent required
so that this Agreement shall otherwise remain in full force and effect
and enforceable in accordance with its terms. I also understand that
any breach of this Agreement will cause irreparable harm to Company
for which damages would not be an adequate remedy, and, therefore,
Company will be entitled to injunctive relief with respect thereto in
addition to any other remedies.
D. I agree that this Agreement shall be executed in both English and
Chinese and both language versions are equally effective.
E. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE
OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION, NO PROMISES
OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS
AGREEMENT, I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE,
WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY
COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME.
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EXHIBIT 10.4
Signature
Name of Employee:
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ID Card No.:
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Home Address:
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Accepted and Agreed by:
WUXI SUNTECH POWER CO., LTD.
By:
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