Sample Business Contracts

Employment and Confidentiality Agreement - International Ltd. and Min Fan

Employment Forms

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  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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                          CTRIP.COM INTERNATIONAL, LTD.


This Employment and Confidentiality Agreement (the "AGREEMENT") is made as of
this first day of September 2003 ("Effective Date") by and between
International, Ltd. (the "COMPANY") and Min Fan (the "EMPLOYEE").

(The Company and the Employee are hereinafter referred to individually as a
"Party" and collectively as the "Parties".)

WHEREAS, the Company desires to engage the services of Employee and the Employee
desires to perform such services upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements hereafter set forth, the Parties agree as follows:


1.1     Subject to the terms and conditions herein, the Company agrees to employ
        Employee and cause its subsidiary (Hong Kong) Limited ("Ctrip
        Hong Kong") to employ Employee as the Executive Vice President of the
        Company and Ctrip Hong Kong, and Employee agrees to serve the Company
        and Ctrip Hong Kong in such capacity, and/or in such other capacity as
        the Company and the Employee may from time to time agree upon, on the
        terms set out in this Agreement ("Appointment").


2.1     The Employee shall be responsible for day-to-day management and
        business operations of the Company and Ctrip Hong Kong in accordance
        with this Agreement, the Memorandum and Articles of Association of the
        Company (the "Articles of Association"), and the guidelines, policies
        and procedures of the Company approved from time to time by the Board.

2.2     The Employee shall use his best endeavor to perform Employee's duties
        hereunder and hereby agrees that Employee shall not, without the prior
        written consent of the Board, become an employee of any entity other
        than the Company and shall not be concerned or interested in any other
        business directly competitive with that carried on by the Company,
        provided that nothing in this clause shall preclude the Employee from
        holding or being otherwise interested in any shares or other securities
        of any company any part of those share capital is listed or dealt in on
        any stock exchange or recognized securities market anywhere and the
        Employee should notifies the Company in writing of his interest in such
        shares or securities in a timely manner and with such details and
        particulars as the Company may reasonably require.



3.1     In consideration for the services rendered by the Employee to the
        Company and Ctrip Hong Kong hereunder, the Company shall cause Ctrip
        Hong Kong to pay to the Employee a salary (the "SALARY") consisting of
        (i) a fixed component and (ii) a variable component as indicated in
        Appendix 1.

3.2     Salary shall be deemed to accrue from day to day, with the first monthly
        installment calculated from the Effective Date and the last monthly
        installment calculated down to the Expiration Date, or, in the event of
        early termination, to the date this Agreement is terminated, whichever
        is earlier.

3.3     The Employee shall be solely responsible for all individual income tax
        and any other tax whatsoever imposed under applicable law of the
        jurisdiction of the Company and Ctrip Hong Kong, or otherwise on the
        Salary and any other amounts paid to the Employee by the Company for
        Employee's employment.

3.4     The Company or Ctrip Hong Kong shall reimburse travel, hotel and other
        out-of-pocket expenses properly incurred by the Employee in the course
        of Employee's employment.


4.1     The Company shall cover the cost of membership for the Employee, his
        spouse and his children of an appropriate private patient medical plan
        with such reputable medical expenses insurance scheme as the Company
        shall decide from time to time.

4.2     The Employee shall be paid in full during any period of absence from
        work due to sickness or injury not exceeding 30 working days in any
        period of 12 months, and to the production of satisfactory evidence from
        a qualified medical practitioner in respect of any period of absence in
        excess of 14 consecutive working days. The Employee's salary during any
        period of absence due to sickness or injury shall be inclusive of any
        sickness allowance or other amount to which he is entitled from the

4.3     The Employee shall be entitled to a 25-day holiday with pay in every
        calendar year during the term of the Appointment at times convenient to
        the Company. Any entitlement to holiday remaining at the end of any
        calendar year may, be carried forward to the next calendar year but no
        further. The entitlement to holiday (and on termination of employment to
        holiday pay in lieu of holiday) accrues pro rata throughout each
        calendar year.


5.1     Save insofar as such information is already lawfully in the public
        domain, the Employee shall keep secret and shall not at any time
        (whether during the Term or thereafter) use for Employee's own or any
        third party's advantage, or reveal to any person, firm, company or
        organization and shall use Employee's best endeavors to prevent the
        publication or disclosure of all Confidential Information (as defined
        herein below).



5.2     If the Employee breaches this obligation of confidentiality, the
        Employee shall be liable to the Company for all damages (direct or
        consequential) incurred as a result of the Employee's breach.

5.3     The restrictions in this Article 5 shall not apply to any disclosure or
        use authorized by the Board or required by law or by the intended
        performance of this Agreement.

5.4     "CONFIDENTIAL INFORMATION", for the purpose of this Agreement, shall
        mean information relating to the business, customers, products and
        affairs of the Company (including without limitation marketing
        information) deemed confidential by the Company, treated by the Company
        or which the Employee knows or ought reasonably to have known to be
        confidential, and trade secrets, including without limitation designs,
        processes, pricing policies, methods, inventions, technology, technical
        data, financial information and know-how relating to the business of the

        For purposes of Articles 5 and 6 of this Agreement, the Company shall
        include all subsidiaries and affiliated Chinese entities of the Company,
        including without limitation, Ctrip Hong Kong, Ctrip Computer Technology
        (Shanghai) Limited, and Ctrip Travel Information Technology (Shanghai)

5.5     All notes, memoranda, records, drawings, designs, sketches, writing (by
        whatever medium kept or made) concerning the business of the Company or
        customers of the Company made or received by the Employee during the
        course of the Employee's employment shall be and remain the exclusive
        property of the Company and shall be handed over by the Employee to the
        Company upon the request of the Company at any time during the course of
        Employee's employment and at the termination of this Agreement or in any
        event upon Employee's leaving the service of the Company.


6.l     In consideration of the Salary paid to the Employee by the Company, the
        Employee agrees that during the Term and for a period of two (2) years
        following the termination or expiration of this Agreement (for whatever

        (a)    Employee will not approach clients, customers or contacts of the
               Company or other persons or entities introduced to Employee in
               Employee's capacity as a representative of the Company for the
               purposes of doing business with such persons or entities and will
               not interfere with the business relationship between the Company
               and such persons and/or entities;



        (b)    unless expressly consented to by the Company, Employee will not
               assume employment with or provide services as a director or
               otherwise for any competitor of the Company in Hong Kong, or
               engage, whether as principal, partner, licensor or otherwise, in
               any business which is in direct or indirect competition with the
               business of the Company; and

        (c)    unless expressly consented to by the Company, Employee will not
               seek directly or indirectly, by the offer of alternative
               employment or other inducement whatsoever, to solicit the
               services of any employee of the Company employed as at the date
               of such termination, or in the year preceding such termination.

6.2      The provisions provided in Article 6.1 shall be separate and severable
         and enforceable independently of each other and independent of any
         other provision of this Agreement.

6.3      The provisions contained in Article 6.1 are considered reasonable by
         the Parties but, in the event that any such provisions should be found
         to be void under relevant Hong Kong laws and regulations but would be
         valid if some part thereof was deleted or the period or area of
         application reduced, such provisions shall apply with such modification
         as may be necessary to make them valid and effective.


7.1      TERMINATION FOR CONVENIENCE. The Company may, terminate the Appointment
         by giving three months notice in writing to the Employee or the
         Employee may also terminate the Appointment by giving three months
         notice in writing to the company.


        The employment of the Employee may be terminated by the Company:

        (a)    If the Employee is guilty of any gross default or gross
               misconduct in connection with or affecting the business of the
               Company to which he is required by this Agreement to render

        (b)    If the Employee is convicted of any arrestable criminal offence
               (other than an offense under road traffic legislation for which a
               fine or non-custodial penalty is imposed);


7.3     On termination of this Agreement for whatever reason (and whether in
        breach of contract or otherwise) the Employee shall deliver forthwith to
        the Company all books, documents, papers (including copies), materials,
        credit cards, the company car and car keys (if any) and all other
        property relating to the business of or belonging to the Company which
        is in Employee's possession or under Employee's power or control.


8.l     This Agreement will be binding upon and inure to the benefit of any
        successor of the Company. Any such successor of the Company will be
        deemed substituted for the Company under the terms of this Agreement for
        all purposes. For this purpose, "successor" means any person, firm,
        corporation or other business entity which at any time, whether by
        purchase, merger or otherwise, directly or indirectly acquires all or
        substantially all of the assets or business of the Company.


9.1     If at any time the Employee has any grievance relating to Employee's
        employment with the Company, Employee may seek redress orally or in
        writing by referring the grievance to the Board and the Board shall deal
        with such matter by discussion and by majority decision.


10.1    This validity, interpretation, execution and settlement of any disputes
        arising this Agreement shall be governed by the laws of New York, USA.

10.2    In the case that any one or more of the provisions contained in this
        Agreement shall be held invalid, illegal or unenforceable in any respect
        under any applicable law, the validity, legality and enforceability of
        the remaining provisions contained herein shall not in any way be
        affected or impaired thereby.

10.3    For labor disputes arising from the execution of, or in relation to this
        Agreement, the Parties shall first try to resolve the dispute through
        friendly consultations. The Parties may also apply for mediation and/or
        arbitration in accordance with relevant New York laws and regulations.


11.     The Parties agree that the rights and obligations set forth in Articles
        5, 6, 7.3, 10, and 11 shall survive the termination of this Agreement.

11.2    This Agreement constitutes the entire agreement and understanding
        between the Parties and supersedes all other oral and written agreements
        between the Company and the Employee regarding the subject matter
        hereof, including that certain Employment and Confidentiality Agreement
        dated January 1, 2003 between the Employee and Ctrip Hong Kong. The
        Employee acknowledges that Employee has not entered into this Agreement
        in reliance upon any representation, warranty or undertaking which is
        not set forth in this Agreement or expressly referred to in it as
        forming part of the Employee's contract of employment.



11.3     Any notice to be given under this Agreement to the Employee may be
         served by being handed to Employee personally or by being sent by
         recorded delivery first class post to Employee at Employee's usual or
         last known address; and any notice to be given to the Company may be
         served by being left at or by being sent by recorded delivery first
         class post to its registered office. Any notice served by post shall be
         deemed to have been served on the day (excluding Sundays and statutory
         holidays) next following the date of posting and in proving such
         service it shall be sufficient proof that the envelope containing the
         notice was properly addressed and posted as a prepaid letter by
         recorded delivery first class post.

11.4     If one or more provisions of this Agreement are held to be
         unenforceable under applicable law, thus such provision(s) shall be
         deemed to be excluded from this Agreement and the balance of this
         Agreement shall be enforceable in accordance with its terms.

11.5     The rights and duties of the Employee under this Agreement shall not be
         subject to alienation, assignment or transfer.

11.6     The headings of the Articles of this Agreement are for the convenience
         of the Parties hereto and shall not be deemed a substantive part of
         this Agreement.

11.7     No change in, or addition to, the terms of this Agreement shall be
         valid unless in writing and signed by both Parties hereto.

11.8     This Agreement may be signed in two (2) counterparts and each
         counterpart shall be deemed to be an original.

                            [SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF this Agreement has been executed on the date first above


<S>                                             <C>

Signature: /s/                                  Signature: /s/ Min Fan
           -------------------------                       ------------------

Name:                                           Name: Min Fan
      ------------------------------                  ------------------------



                                   APPENDIX 1

                               SALARY OF EMPLOYEE

o    Employee's salary shall have two components: Fixed Base Salary and
     discretionary Performance Bonus based on the individual performance and 85%
     completion of the monthly net revenue/net income budget of the Company.

o    The Fixed Base Salary of Employee shall be US$[ ] per year, to be paid pro
     rata on the monthly basis.

o    The Performance Bonus, if any, shall be paid quarterly.