【正文】 EMPLOYEE NONDISCLOSURE AGREEMENT員工保密協(xié)議　　FOR GOOD CONSIDERATION, and in consideration of being employed by ________（Company）, the undersigned employee hereby agrees and acknowledges：　　1. That during the course of my employ there may be disclosed to me certain trade secrets of the Company； said trade secrets consisting but not necessarily limited to：　　a） Technical information： Methods, processes, formulae, positions, systems, techniques, inventions, machines, puter programs and research projects.　　b） Business information： Customer lists, pricing data, sources of supply, financial data and marketing, production, or merchandising systems or plans.　　2. I agree that I shall not during, or at any time after the termination of my employment with the Company, use for myself or others, or disclose or divulge to others including future employees, any trade secrets, confidential information, or any other proprietary data of the Company in violation of this agreement.　　3. That upon the termination of my employment from the Company：　　a） I shall return to the Company all documents and property of the Company, including but not necessarily limited to： drawings, blueprints, reports, manuals, correspondence, customer lists, puter programs, and all other materials and all copies thereof relating in any way to the Company39。 and I herewith revoke any other proxy heretofore given.　　茲有我，＿＿（姓名），為＿＿（公司名稱及性質(zhì)）的以下署名股東，在此任命和指定＿＿（姓名）為我的事實和合法授權(quán)代理人，為我和以我的名義、職位和身份，在上述公司于＿＿（日期）召開的或就此延期召開的股東大會上作為我的代理人對與會前合法提交大會討論的任何事項進行表決，且為我和以我的名義，在大會上全權(quán)履行我的職責(zé)；在此我撤銷此前所作的任何其他授權(quán)委托。本權(quán)利在以下載明日期全權(quán)生效并一直持續(xù)到＿＿或持續(xù)到雙方當(dāng)事人規(guī)定的延展期或提前撤銷期。　?。?） If given by personal delivery it shall be deemed effectively given on the date of personal delivery。　?。?） If given by telex it shall be deemed effectively given on the date the other party returned the information?！　。?） Repay the loan ahead of time and refuse to pay any pensation for prepayment.　　ARTICLE 14 DEDUCTION　　The Borrower shall pay in full for the payment without any counteraction or any condition.　　ARTICLE 15 ASSIGNMENT OF THE DEBT AND CREDIT　　1. The Borrower shall not assign its right and liability under this contract to other third party without any written approval of the Lender?！　?. The Lender breaches the provisions set forth in Article 12。　?。?） Declare the loan under this contract is due and the Lender shall have right to deduct the outstanding amount from the account of the Borrower. The Borrower shall not appeal against the Lender.　?。?） Declare the loan is due under other loan agreements between the Lender and the Borrower, request the Borrower to repay the loan principals, interests, and other expenses.　　II. The settlement for the Lender breach of the contract　　1. The Lender fails to extend the loan as agreed in this contract without any reasons。　?。?） The Borrower breaches the representation and warrants set forth in Article 11.　?。?） The Borrower breaches other loan agreements or guaranty agreements or the Guarantor breach the guaranty agreement which may make impact the Borrower to perform the obligations under this contract.　?。?） Conclusive evidence to show that the Borrower lose the capacity of credit or during performance of the obligation under this contract, the financial conditions of the Guarantor are seriously deteriorating or other reasons caused the Guarantor the capacity of credit decline.　?。?） The Borrower breaches the other obligations under this contract.　　2. Under the above circumstances, the Lender shall have right to:　?。?） Request the Borrower to rectify within the period designed by the Lender?！　II. The Borrowers representations and warrants hereunder this contract shall be effective even though any mendment, supplements or revised to be made to this contract.　　ARTICLE 12 REPRESENTATIONS AND WARRANTS OF THE LENDER　　I. The Lender represents and warrants as follows:　　1. The Lender is a stateowned mercial bank or branch duly organized and validly existing under the law of and approved by the Industry and Commercial Administration and holds the financial institutions legal person licenses and financial institutions operation license to be qualified to operate financial business.　　2. The Lender has taken all necessary action to authorize the execution of this contract and performance of its obligations under this contract. The Lender is duly authorized to extend this loan.　　II. The Lender warrants as follows:　　1. The Lender shall extend the loan in accordance with the provisions set forth in this Contract.　　2. Collect interests in accordance with the regulations of the Peoples Bank.　　ARTICLE 13 EVENTS OF BREACH CONTRACT AND SETTLEMENT:　　I. Settlement of the Borrower breach of contract　　1. Event of breach of contract:　?。?） The Borrower fails to use the loan in accordance with the agreed usage of the Loan?！　。?） The Borrower involves in material actions or arbitration?！　。?） The Borrower changes shareholders or revise the article of association。 change to share pany, use the housing, machinery or other real assets or trademark, intellectual property, Knowhow, landing using rights or other intangible assets to invest in share pany or investment pany, trading of operation right or own right by contracting, joint operation, trusteeship）　　7. The Borrower shall inform the Lender and warrants the liability under its security will not more than net assets of the Borrower when the Borrower guarantee for other party or mortgage its assets. The Borrower warrants that will not dispose the assets which will make adverse impact on its ability of paying debts.　　8. The Borrower will not pay the other similar loans prior to the Lender。 dissolution, closedown, liquidation, transformation。　　6. Will not reduce the registration capital?！　?. Any antiguaranty or other similar documents will not make any impact on the rights and benefits of the Lenders。 Providing the audited financial report at the first quart