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Service Agreement - Man Sang International Ltd. and Cheng Tai Po

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                      DATED THE 8TH DAY OF SEPTEMBER, 1997

                         MAN SANG INTERNATIONAL LIMITED


                                  CHENG TAI PO


                                SERVICE AGREEMENT


                                 BAKER & McKENZIE
                           14th Floor Hutchison House
                                10 Harcourt Road
                                    Hong Kong

<PAGE>   2

CLAUSE                              DESCRIPTION                             PAGE
------                              -----------                             ----

1.       INTERPRETATION.....................................................   1

2.       APPOINTMENT........................................................   2

3.       DURATION...........................................................   2

4.       EXECUTIVE'S DUTIES.................................................   2

5.       REMUNERATION.......................................................   3

6.       OTHER BENEFITS.....................................................   3

7.       EXPENSES...........................................................   4

8.       DEDUCTIONS.........................................................   4

9.       LEAVE..............................................................   4

10.      TERMINATION........................................................   5

11.      EXECUTIVE'S UNDERTAKINGS...........................................   6

12.      INTELLECTUAL PROPERTY RIGHTS.......................................   8

13.      MISCELLANEOUS......................................................   8

EXECUTION...................................................................  10
<PAGE>   3
THIS AGREEMENT is made on the 8th day of September, 1997


(1)      MAN SANG INTERNATIONAL LIMITED a company incorporated under the laws of
         Bermuda and having its registered office at Clarendon House, 2 Church
         Street, Hamilton HM11, Bermuda and its principal place of business in
         Hong Kong at 21st Floor, Railway Plaza, 39 Chatham Road South, Tsim Sha
         Tsui, Kowloon, Hong Kong (the "Company"); and

(2)      CHENG TAI PO of Flat A, 22nd Floor, Park Mansion, 27-29 MacDonnell
         Road, Hong Kong (the "Executive").



1.01     In this Agreement, unless the context requires otherwise:

         "Board" means the board of directors for the time being of the Company;

         "Group" means the Company and its subsidiaries from time to time and
         "member of the Group" shall be construed accordingly;

         "HK$" means Hong Kong dollars;

         "Hong Kong" means the Hong Kong Special Administrative Region of the
         People's Republic of China;

         "Listing Rules" means the Rules Governing the Listing of Securities on
         The Stock Exchange of Hong Kong Limited (as the same may be amended
         from time to time); and

         "month" means calendar month.

1.02     References herein to Clauses are to clauses in this Agreement unless
         the context requires otherwise.

1.03     The headings are inserted for convenience only and shall not affect the
         construction of this Agreement.

1.04     Unless the context requires otherwise, words importing the singular
         include the plural and vice versa and words importing a gender include
         every gender.
<PAGE>   4

         The Company will employ the Executive and the Executive hereby agrees
         to serve the Company as an executive director upon the terms and
         subject to the conditions hereinafter appearing.

3.       DURATION

         Subject to termination as hereinafter provided, the Company will employ
         the Executive with effect from 1 September 1997 for an initial term of
         three (3) years until terminated by either party giving to the other
         not less than three (3) months' notice in writing.


         The Executive shall, during the continuance of his employment

         (a)      serve the Company as Vice Chairman and an executive director
                  and, in such capacity, perform the duties and exercise the
                  powers from time to time assigned to or vested in him by the
                  Board (including (without further remuneration unless
                  otherwise agreed) serving on the board of directors, or in any
                  other office, of any member(s) of the Group, as the Board may
                  require) and he will perform those duties at such place or
                  places in Hong Kong or elsewhere as the Board may from time to
                  time determine;

         (b)      comply with and conform to any lawful instructions or
                  directions from time to time given or made by the Board, or
                  with the authority of the Board, and shall comply with the
                  Company's rules, regulations, policies and procedures from
                  time to time in force;

         (c)      faithfully and diligently serve the Group and use his best
                  endeavours to promote the business and interests thereof;

         (d)      devote himself exclusively and diligently to the business and
                  interests of the Group and personally attend thereto at all
                  times during usual business hours and during such other times
                  as the Company may reasonably require except in case of
                  incapacity through illness or accident in which case he shall
                  forthwith notify the Secretary of the Company of such
                  incapacity and shall furnish to the Board such evidence
                  thereof as it may require;

         (e)      keep the Board promptly and fully informed (in writing if so
                  requested) of his conduct of the business or affairs of the
                  Group and provide such explanations as the Board may require
                  in connection therewith;
<PAGE>   5
         (f)      carry out his duties and exercise his powers jointly with any
                  other director or executive of any member of the Group as
                  shall from time to time be appointed by the Board to act
                  jointly with the Executive and the Board may at any time
                  require the Executive to cease performing or exercising any of
                  his duties or powers under this Agreement; and

         (g)      comply with the relevant requirements of all applicable laws,
                  regulations, codes of practice and rules (including Securities
                  (Insider Dealing) Ordinance, the Rules Governing the Listing
                  of Securities on The Hong Kong Stock Exchange Limited and the
                  Model Code for Securities Transactions by Directors of Listed
                  Companies set out in Appendix 10 therein and the rules of any
                  other stock exchange, market or dealing system on which the
                  securities of any member of the Group is traded and the
                  applicable laws, regulations, codes of practice in that


         The remuneration of the Executive shall be:

         (a)      a monthly salary of HK$250,000.00 payable in arrears by no
                  later than the seventh day of the following month, such salary
                  to include any sum receivable as director's fees or other
                  remuneration from any other member of the Group (if any). This
                  salary will be reviewed by the Board in each year at the time
                  of the annual salary reviews for senior executives provided
                  that the Executive shall abstain from voting and shall not be
                  counted in the quorum in respect of any resolution regarding
                  the amount payable to himself in relation to his employment
                  under this Agreement which is proposed at any meeting of the

         (b)      in respect of every financial year of the Company (which
                  expression shall include any other financial period in respect
                  of which the Company's accounts are made up), a discretionary
                  bonus of such amount as shall be determined by the Board
                  (provided that the aggregate of such amount and all
                  discretionary bonuses payable by the Company to its executive
                  directors in any financial year shall not exceed ten per cent.
                  of the net profits (after tax and after extraordinary items)
                  of the Company for such year as shown in its audited
                  accounts), payable within thirty (30) days after the Company's
                  accounts for the relevant year have been audited and
                  certified, provided that such discretionary bonus shall be
                  paid only on a pro rata basis in respect of any financial year
                  of the Company during a portion only of which the Executive
                  has served the Company hereunder, unless his employment shall
                  have been terminated pursuant to Clause 10.02, in which case
                  no discretionary bonus is payable.

<PAGE>   6
6.01     In addition to the foregoing remuneration and benefits, the Executive
         shall also be entitled to the use (whether for business or personal
         purposes) of a motor car of such type as may be approved by the Board
         and the Company shall pay all vehicle registration fees, taxes and
         insurance premiums in respect of the car and shall pay or reimburse
         against receipts all maintenance, repair and other running costs in
         respect of the car and the cost of petrol during the continuance of his
         employment hereunder, subject to determination by the Board as to the
         appropriate level of cost of each item.

6.02     In addition to the above benefits, the Executive shall also be entitled
         to such other benefits under any applicable employee benefit plan and
         employee share option scheme adopted by the Company and any member of
         the Group of which the Executive is a director or holds office for
         their respective employees (including the Executive) as the Board shall
         from time to time determine.

7.       EXPENSES

         The Company shall reimburse the Executive (against receipts or such
         other reasonable evidence of expenditure as the Board may require) for
         all reasonable expenses properly incurred in the course of his
         employment hereunder or in promoting or otherwise in connection with
         the business of the Company.


         The Company shall be entitled, subject to any laws or agreements to the
         contrary, at any time to deduct from the Executive's remuneration
         hereunder any monies due from him to any member of the Group including,
         but not limited to, any outstanding loans, advances, the cost of
         repairing any damage to or loss of the Company's property caused by him
         (and of recovering the same) and any other monies owed by him to the
         Company or any of its subsidiaries.

9.       LEAVE

         The Executive shall be entitled after completion of each year of
         service with the Company to fifteen (15) days' leave (in addition to
         public holidays) with full pay, which leave shall be taken at such time
         or times as may be convenient to the Board having regard to the
         exigencies of the Group's business provided that:

         (a)      if the employment of the Executive hereunder is to cease on
                  the completion of any year of service, the Executive shall be
                  entitled to take his said leave immediately prior to the end
                  of such year of service notwithstanding that at that time such
                  year of service shall not have been completed;

         (b)      if the employment of the Executive hereunder is to cease (for
                  any reason other than termination pursuant to Clause 10.02)
                  during any year of service, the
<PAGE>   7
                  Executive shall be entitled to an amount of leave
                  proportionate to the part of the year during which he has been
                  employed by the Company, such leave to be taken immediately
                  prior to the termination of his employment; and

         (c)      if for any reason the Executive shall not have taken his full
                  entitlement of leave in any particular year he shall not have
                  any claim against the Company in respect thereof nor, unless
                  the reason is the exigencies of the Company's business (of
                  which the Board shall be the sole judge), shall he be entitled
                  to additional leave in any year in respect of leave not taken
                  in previous years.


10.01    If the Executive is at any time incapacitated by illness, injury or
         accident from performing his duties hereunder and (if so required)
         furnishes the Board with evidence satisfactory to it of such incapacity
         and the cause thereof he shall be entitled to receive his full salary
         for the first three (3) months or any shorter period during which such
         incapacity continues and if he continues so incapacitated for a longer
         period than three (3) consecutive months or if he is so incapacitated
         at different times for more than ninety (90) days in any one period of
         fifty-two (52) consecutive weeks then and in either of such cases his
         employment may be terminated by the Company by one (1) month's notice
         in writing.

10.02    If at any time during the term of his employment hereunder the
         Executive shall be guilty of or commit any serious misconduct which in
         the absolute opinion of the Board is in any way detrimental to the
         interests of any member of the Group, or shall be in breach of any of
         the terms of this Agreement, or shall commit any act of bankruptcy or
         become insolvent, or make any arrangements or composition with his
         creditors generally, or become through mental disorder incapable of
         managing his own affairs, or fail to pay his personal debts or shall be
         guilty of persistent insobriety or be convicted of any criminal offence
         involving his integrity or honesty, the Company may terminate the
         Executive's employment hereunder forthwith without any notice or
         payment in lieu of notice and upon such termination, the Executive
         shall not be entitled to any bonus or any payment whatsoever (other
         than salary actually accrued due and payable pursuant to Clause 5(a))
         for or in respect of the then current year of service or to claim any
         compensation or damages for or in respect of or by reason of such

10.03    In the event that: (a) the Executive is lawfully removed from his
         office as a director of the Company by virtue of a resolution passed by
         the members of the Company; or (b) the Executive, having retired from
         the office of director of the Company in accordance with the Bye-laws
         of the Company or any other applicable regulation or law, is not
         re-elected as a director of the Company by the shareholders of the
         Company at an annual general meeting of the Company, the Company may
         within seven (7) days of the date of such vacation from office by the
         Executive, terminate this Agreement forthwith by written notice to the
<PAGE>   8
10.04    In the event of termination of the Executive's employment for whatever
         reason, the Executive shall:

         (a)      (if not already vacated from such office(s)) forthwith resign
                  as a director of the Company and from all directorships or
                  other offices held by him in any member of the Group (and the
                  Executive irrevocably authorises the Company in his name and
                  on his behalf to execute all documents and do all things
                  necessary to effect such resignation in the event of his
                  failure to do so);

         (b)      shall cease to be entitled to any benefits under this
                  Agreement; and

         (c)      immediately return the car provided by the Company under
                  Clause 6.01 and the keys in respect thereof to the Company at
                  its principal place of business in Hong Kong or such other
                  place in Hong Kong as the Company may reasonably request

         and the Executive shall not be entitled to claim any other compensation
         whatsoever from the Company in respect of such termination except where
         the Board otherwise agrees or as expressly provided for under this

10.05    Any delay or forbearance by the Company in exercising any right to
         terminate this Agreement shall not constitute a waiver of such right.

10.06    If notice is served by either party pursuant to Clause 3, then for up
         to a maximum period of three (3) months, the Company shall not be
         obliged, at any time after the notice of termination is served, to
         provide any work for the Executive or to assign to or vest in the
         Executive any powers, duties or functions and may in its absolute
         discretion suspend the Executive from work, and suspend the contractual
         benefits of the Executive set out in Clauses 5(b) and 6 and to require
         the Executive to refrain from entering any premises of any member(s) of
         the Group and to refrain from contacting any customers, clients,
         employees or suppliers of any member(s) of the Group.


11.01    The Executive agrees to take good care of the car supplied by the
         Company under Clause 6.01 and to ensure that the terms and conditions
         of any insurance policy in respect thereof are observed.

11.02    The Executive shall not either during the continuance of his employment
         hereunder or at any time thereafter divulge to any person whomsoever or
         to any body corporate or unincorporated (except to those officers of
         the Group whose province it is to know the same) or use for his own
         purposes or for any purposes other than those of the Group and shall
         use his best endeavours to prevent the unauthorised publication or
         disclosure of any trade secret or any confidential information
         concerning the business or finances of any member of the Group or any
         of its dealings, transactions or affairs or those of its customers,
         suppliers, management and shareholders which may come to his
<PAGE>   9
         knowledge during or in the course of his employment. Confidential
         information shall include, without limitation, lists or details of
         customers and suppliers, information relating to the working of any
         process of invention carried on or used by any member of the Group,
         information relating to research and other projects, prices, discounts,
         mark-ups, future business strategy and development, marketing,
         price-sensitive information and any other information which is not
         generally available to the public.

11.03    Forthwith upon the termination of the employment of the Executive
         hereunder, and/or at any other time if the Company shall so request,
         the Executive shall deliver to the Company all documents (including
         correspondence, lists of customers, notes, memoranda, plans, drawings
         and other documents of whatsoever nature), models or samples made or
         compiled by or delivered to the Executive during his employment
         hereunder and concerning the business, finances or affairs of any
         member of the Group and credit cards and any equipment used by or made
         available to the Executive by the Company or any member of the Group.
         For the avoidance of doubt it is hereby declared that the property in
         all such documents as aforesaid shall at all times be vested in the
         relevant member of the Group.

11.04    The Executive shall not at any time during the continuance of his
         employment hereunder or for a period of twelve (12) months thereafter,
         in any country or place where any member of the Group has carried on
         business, carry on or be employed or interested directly or indirectly
         in (whether as shareholder, director, partner, agent or otherwise and
         whether alone or jointly with others) any business carried on by any
         member of the Group during the continuance of the said employment in
         competition with any member of the Group (other than as a holder of not
         more than five (5) per cent of the issued shares, debentures or other
         securities of any company listed on any recognised stock exchange)
         provided that the provisions of this Clause 11.04 shall only apply in
         respect of business activities or services with which the Executive was
         personally concerned or for which he was responsible during his said

11.05    The Executive shall not at any time during the continuance of his
         employment hereunder or for a period of twelve (12) months thereafter
         either on his own account or in conjunction with or on behalf of any
         other person or body corporate or unincorporated in competition with
         any member of the Group directly or indirectly solicit or entice away
         from any member of the Group, any person or body corporate or
         unincorporated who now is or at any time during or at the date of the
         termination of the said employment may have been or become a customer
         or supplier or prospective customer or supplier of any member of the
         Group and with whom the Executive had personal contact or dealings
         during his said employment.

11.06    The Executive shall not at any time during the continuance of his
         employment hereunder or for a period of twelve (12) months thereafter
         solicit or entice away from any member of the Group or employ or
         otherwise engage any person who now is or at any time during or at the
         date of the termination of the said employment may have become an
         employee of any member of the Group and with whom the Executive had
         contact during his said employment, whether or not such person would
         commit any
<PAGE>   10
         breach of his contract of employment by reason of leaving the service
         of the relevant member of the Group.

11.07    The Executive shall not at any time or for any purpose after
         termination of his employment hereunder use either the English or
         Chinese name of the Company or any name similar thereto in connection
         with his own or any other name in any way calculated to suggest that he
         is or has been connected with the Company's business, nor in any way
         hold himself out as having had any such connection.

11.08    While the restrictions contained in Clauses 11.02 to 11.07 are
         considered by the parties to be reasonable for the protection of the
         business and interest of the Group and in all the circumstances and do
         not work harshly upon the Executive it is recognised that restrictions
         of the nature in question may fail for technical reasons unforeseen and
         accordingly it is hereby agreed and declared that if any such
         restrictions shall be adjudged to be void as going beyond what is
         reasonable in all the circumstances for the protection of the interests
         of the member(s) of the Group but would be valid if part of the wording
         thereof were deleted or the periods (if any) thereof were reduced or
         the range of products or area dealt with thereby were reduced in scope,
         the said restriction shall apply with such modifications as may be
         necessary to make it valid and effective.


12.01    The Company (or any other member of the Group as the case may be) shall
         be entitled free of charge to the sole ownership and exclusive use of
         any invention or improvement made or discovered by the Executive and of
         any copyright, design right, trade mark, service mark or trade name
         created or used by the Executive (hereinafter referred to as the
         "intellectual property rights") in the course of or for the purpose of
         providing services hereunder to the Company or any other member of the

12.02    The Executive shall forthwith and from time to time both during and
         after the term of this Agreement and at the request and cost of the
         Company, insofar as it is within his power, do such acts and things and
         execute such documents, as may in the opinion of the Company be
         reasonably necessary for obtaining letters patent, registration or
         other protection for any such intellectual property rights in any part
         of the world and shall effect such registration and vest such letters
         patent or other protection in the Company (or any other member of the
         Group as the case may be) or its nominees. The Executive irrevocably
         authorises the Company for the purposes aforesaid in the name of the
         Executive and execute any document or do anything on his behalf. The
         Executive shall at the cost and request of the Company render all
         reasonable assistance to the Company (or any other member of the Group
         as the case may be) for and in connection with the purposes aforesaid.

12.03    The Executive shall not during or after the termination of the
         Agreement use to the detriment or prejudice of the Group or divulge to
         any person any confidential information concerning the intellectual
         property rights of the Group which may have come to his knowledge.
<PAGE>   11

13.01    This Agreement shall be in substitution for any subsisting agreement or
         arrangement (oral or otherwise) made between the Company and the
         Executive which shall be deemed to have been terminated by mutual
         consent as from the date on which the Executive's employment under this
         Agreement commences.

13.02    The expiration or termination of this Agreement howsoever arising shall
         not operate to affect such of the provisions hereof as in accordance
         with their terms are expressed to operate or have effect thereafter.

13.03    In the event of any variation of the remuneration payable to the
         Executive hereunder being made by consent of the parties hereto, such
         variation shall not constitute a new agreement but (subject to any
         express agreement to the contrary) the employment of the Executive
         hereunder shall continue subject in all respects to the terms and
         conditions of this Agreement with such variation as aforesaid.

13.04    Each notice, demand or other communication given or made under this
         Agreement shall be in writing and delivered or sent to the relevant
         party at its address or facsimile number set out below (or such other
         address or facsimile number as the addressee has by five (5) days'
         prior written notice specified to the other parties):

         To the Company:                    Man Sang International Limited
                                            21st Floor, Railway Plaza
                                            39 Chatham Road South
                                            Tsim Sha Tsui, Kowloon
                                            Hong Kong
                                            Fax number:  (852) 2317 5243
                                            Attention:  Mr. Cheng Chung Hing

         To the Executive:                  Cheng Tai Po
                                            Flat A, 22nd Floor, Park Mansion
                                            27-29 MacDonnell Road
                                            Hong Kong

         Any notice, demand or other communication so addressed to the relevant
         party shall be deemed to have been delivered (a) if given or made by
         letter, by post, two (2) clear business days after the date of posting,
         or by recorded delivery, when actually delivered to the relevant
         address; and (b) if given or made by facsimile, when despatched subject
         to receipt of machine-printed confirmation of error-free despatch of
         the whole of the notice, demand or communication to the facsimile
         number of the intended addressee.

13.05    If at any time any provision of this Agreement is or becomes illegal,
         invalid or unenforceable in any respect, the legality, validity and
         enforceability of the remaining provisions of this Agreement shall not
         be affected or impaired thereby.
<PAGE>   12
13.06    No failure or delay by the Company in exercising any right, power or
         remedy under this Agreement shall operate as a waiver thereof, nor
         shall any single or partial exercise of the same preclude any further
         exercise thereof or the exercise of any other right, power or remedy.
         Without limiting the foregoing, no waiver by the Company of any breach
         by the Executive of any provision in this Agreement shall be deemed to
         be a waiver of any subsequent breach of that or any other provision in
         this Agreement.

13.07    This Agreement shall be governed by and construed in accordance with
         the laws of Hong Kong and the parties hereby irrevocably submit to the
         non-exclusive jurisdiction of the Hong Kong courts.

IN WITNESS WHEREOF this Agreement has been executed on the day and year first
above written.

SIGNED by                       )
for and on behalf of MAN SANG   )
in the presence of:             )

SIGNED by                       )
CHENG TAI PO                    )
in the presence of:             )