[{"id":"a40d6678-60c0-4ef5-b03b-6e415f004a4e","order":1,"text":"EMPLOYEE CONFIDENTIALITY AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"15c5aa7c-002e-4024-a708-a846d0e12665","order":2,"text":"(Governed by the laws of the Hong Kong Special Administrative Region)","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"26","cflou":false,"active":true},{"id":"bb36554f-a880-4430-b6b0-3a51a7114ab2","order":3,"text":"THIS AGREEMENT is made on [Date of this Agreement].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"4ec7cf64-c67b-4935-abd4-d922123eb83a","order":4,"text":"BETWEEN:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"57e6cc2b-8c4c-475b-bace-991a971dbce3","order":5,"text":"(1) [Full name of the Company], a company incorporated in Hong Kong with limited liability and registered under the Companies Ordinance (Cap. 622), holding Business Registration Number [Business Registration Number], whose registered office is situated at [Registered office address] (the \"Company\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fb8f8585-895d-4216-84b4-4e1121ba725f","order":6,"text":"(2) [Full name of the Employee], holder of Hong Kong Identity Card No. [HKID number], residing at [Residential address] (the \"Employee\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"af64e8a9-eb62-49f9-ba6f-bb59798410b6","order":7,"text":"The Company and the Employee are each referred to as a \"Party\" and together as the \"Parties\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"da14fcdf-cf2e-41c9-88f1-fc2a3d31ebf6","order":8,"text":"RECITALS","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"958cc5c7-75ca-424d-8114-bcacaaa4af10","order":9,"text":"(A) The Company carries on the business of [Nature of the Company's business] in Hong Kong and elsewhere. In the course of that business the Company has developed, and continues to develop, confidential information, trade secrets, know-how and intellectual property which are of substantial commercial value, which are not generally known and which constitute legitimate proprietary interests of the Company worthy of protection.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1a1879a4-6d5d-4dac-ab84-44fdc9f639d4","order":10,"text":"(B) The Employee is employed, or is to be employed, by the Company in the position of [Job title], such employment having commenced or being due to commence on [Date employment commenced]. In the course of that employment the Employee has or will have access to Confidential Information and will or may conceive, create, develop or contribute to Inventions and Works.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"73783ff4-4532-429d-8e3b-3ae61d0a1ecc","order":11,"text":"(C) The Parties wish to record in writing the Employee's obligations of confidentiality, the ownership and assignment of Intellectual Property Rights in anything created by the Employee in connection with the Employment, and the obligations which continue after the Employment ends.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"57530235-4715-4d63-beff-89d8d2f0cd13","order":12,"text":"NOW IT IS HEREBY AGREED as follows:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"44851799-9b4d-4c20-9f3b-2eefe47f5068","order":13,"text":"1. DEFINITIONS AND INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S01"},{"id":"c72adeb7-257c-41f8-896d-8e3496ba0789","order":14,"text":"In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aaa9e050-4015-4f02-968c-9ae40a8f47fc","order":15,"text":"\"AI Tool\" means any generative or machine-learning system, service, model or application which is capable of producing text, source code, images, audio, video or other output in response to a prompt, instruction or data input, whether operated by the Company or by a third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"073521d0-01c7-44b5-b443-48308946720d","order":16,"text":"\"Business Day\" means a day, other than a Saturday, a Sunday or a general holiday in Hong Kong, on which licensed banks are generally open for business in Hong Kong, and excluding any day on which a tropical cyclone warning signal number 8 or above, or a black rainstorm warning signal, is hoisted in Hong Kong at any time between 9.00 a.m. and 5.00 p.m.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4bad71ce-3586-4500-94c4-67c8ab3e3e91","order":17,"text":"\"Business\" means the business carried on by the Company and by any Group Company from time to time, being at the date of this Agreement [Nature of the Company's business], together with any other business in which the Company or any Group Company is engaged, or has taken material steps to engage, at any time during the Employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8df130e0-7fb7-4780-b5fb-4255a2866a3a","order":18,"text":"\"Confidential Information\" means all information, in whatever form or medium and whether or not marked as confidential, relating to the Business or to the Company, any Group Company, or any client, customer, supplier, contractor, distributor, investor, officer or employee of any of them, which is not in the public domain, and includes in particular: technical and scientific information, source code, object code, architecture, algorithms, models, data sets, specifications, designs, drawings, prototypes, know-how and research and development; commercial information, business plans, strategies, forecasts, budgets, management accounts, financial and tax information, costings, margins, pricing structures, discount schedules and tender information; lists and particulars of clients, customers, prospects, suppliers and business partners, and the terms of the Company's dealings with them; marketing plans, unannounced products or services and unpublished results; information relating to employees, including remuneration, benefits and personnel records; information subject to an obligation of confidence owed by the Company or any Group Company to a third party; and any note, analysis, compilation, extract or copy derived from any of the foregoing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5b252427-9c78-4884-908f-e27f562943ae","order":19,"text":"\"Employment\" means the Employee's employment with the Company, whether under the Employee's contract of employment or otherwise, and includes any period of employment, engagement or trial served before the date of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d5352a55-b9af-48e0-8fff-b53aaa62d433","order":20,"text":"\"Group Company\" means any holding company of the Company, any subsidiary of the Company or of any such holding company (in each case within the meaning of the Companies Ordinance (Cap. 622)), and any other entity which directly or indirectly controls, is controlled by, or is under common control with the Company, in each case other than the Company itself.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"547a8326-dc3a-4ad7-a9dd-c0301ec678b1","order":21,"text":"\"Intellectual Property Rights\" means patents, utility models, rights in inventions, copyright and related rights, moral rights, performers' rights, rights in layout-designs of integrated circuits, registered and unregistered designs, trade marks, service marks, get-up, trade and business names, domain names, database rights, rights in confidential information, trade secrets and know-how, and all other intellectual property rights of whatever nature, in each case whether registered or unregistered, including all applications, rights to apply, renewals, extensions, revivals and rights to sue for past, present and future infringement, and all equivalent or corresponding rights subsisting now or in the future in any part of the world.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3f2baff6-9d09-4807-97f6-5f7c7052109c","order":22,"text":"\"Invention\" means any invention, discovery, idea, concept, method, process, formula, algorithm, model, technique, protocol, apparatus, improvement, modification, enhancement or development, whether or not patentable, registrable or reduced to practice, which the Employee conceives, creates, develops, makes or contributes to, alone or with others, in the course of the Employment or using the Company's time, materials, facilities, data or Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"470637bc-1aab-4eee-bec6-a4c789284229","order":23,"text":"\"Materials\" means all documents, records, papers, correspondence, notebooks, drawings, samples, prototypes, models, keys, access cards, tokens, computers, mobile devices, storage media, credentials and other property belonging to the Company or any Group Company, together with all copies and extracts of any of them, in whatever medium.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"23be810e-d513-4478-93a5-6a2d52676f9a","order":24,"text":"\"Open Source Materials\" means any software, library, component, data set, model or other material which is licensed under a licence approved by the Open Source Initiative or under any other licence or arrangement which requires, as a condition of use, modification or distribution, that the material or any work derived from it be disclosed or distributed in source form, be licensed for the purpose of making derivative works, be made available at no charge, or otherwise be subject to restrictions on the manner of its commercial exploitation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3d5ed84e-a972-4bef-a1af-7a6bd79119f0","order":25,"text":"\"Termination Date\" means the date on which the Employment ends, howsoever and for whatever reason arising, and whether or not lawfully terminated.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f5cfbc9e-2de6-4666-9bca-6eb940964919","order":26,"text":"\"Trade Secret\" means Confidential Information which is of such a highly confidential nature that it warrants protection without limit of time, being information which is used in the Business, the disclosure of which would be liable to cause real or significant harm to the Company or any Group Company, which the Company treats and has consistently treated as secret, and which does not form part of the Employee's own general skill, experience and knowledge; Trade Secrets include in particular source code and software architecture, algorithms and models, formulae and manufacturing processes, pricing and costing models, unpublished research and development, and confidential client and prospect databases.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dc588363-f47f-4ef7-b98a-5c575ad6adce","order":27,"text":"\"Work\" means any literary, artistic, dramatic or musical work, software, database, design, specification, drawing, report, presentation, film, sound recording, photograph, typographical arrangement or other subject matter in which Intellectual Property Rights may subsist, which the Employee creates or contributes to, alone or with others, in the course of the Employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"873da62e-f586-4181-8909-5e6e9e142043","order":28,"text":"In this Agreement: the headings are for convenience only and do not affect its construction; a word in the singular includes the plural and vice versa, and a defined term is to be read accordingly; a reference to an Ordinance or statutory provision is a reference to it as amended, extended or re-enacted from time to time; the words \"including\", \"includes\" and \"in particular\" are to be construed without limitation; \"writing\" includes electronic mail; and a reference to a person includes a body corporate, unincorporated association or partnership.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"abd66196-4d83-4965-98c5-7fde4a43aae3","order":29,"text":"2. CONSIDERATION, SCOPE AND EFFECT OF THIS AGREEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S02"},{"id":"719c88ae-1ebd-4130-9bf7-f0c987b41d1a","order":30,"text":"This Agreement is entered into in consideration of the Company offering employment to the Employee and of the salary, benefits and other emoluments payable to the Employee in respect of the Employment. The Employee acknowledges that entering into this Agreement is a condition of that offer of employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1777314f-441c-421a-a65d-2b9505f5de27","value":"new","type":"add","operator":"="}]},{"id":"4bfd04eb-6bae-4e01-bc60-5f41e6909527","order":31,"text":"This Agreement is entered into in consideration of the Company's continued employment of the Employee and of the payment by the Company to the Employee of the sum of HK$[Amount in HK dollars], receipt of which the Employee hereby acknowledges. The Employee agrees that such continued employment and such payment together constitute good, valuable and sufficient consideration for the obligations undertaken by the Employee under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1777314f-441c-421a-a65d-2b9505f5de27","value":"existing","type":"add","operator":"="}]},{"id":"d95e0904-701f-4dc1-9fed-e68da4346cfd","order":32,"text":"The Employee confirms having read this Agreement, having understood its terms and having had a reasonable opportunity to obtain independent legal advice before signing it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"624cf3b1-b4d4-41b7-bdc0-f90086a7ee9b","order":33,"text":"This Agreement supplements, and does not replace or limit, the Employee's contract of employment, any policy of the Company applicable to the Employee, and the duties of fidelity, good faith and confidence owed by the Employee to the Company at common law and in equity. Where there is any inconsistency in relation to confidentiality or Intellectual Property Rights, the provisions of this Agreement prevail to the extent of the inconsistency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7acf6925-e49d-4b9b-8770-3a5b16b61d1a","order":34,"text":"This Agreement takes effect on and from [Date employment commenced], being the date on which the Employment commenced or is due to commence, and applies to all Confidential Information received, and all Inventions and Works conceived or created, on or after that date, whether before or after the date of signature of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f484a5b9-9598-4bc7-a563-edcdd120c65b","order":35,"text":"The obligations of the Employee under this Agreement are owed to the Company and, where the context so admits, to each Group Company. The Employee's duties in the position of [Job title] include the duties described in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ac6985df-bde6-4724-9a14-e46db107517b","order":36,"text":"3. CONFIDENTIAL INFORMATION AND TRADE SECRETS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S03"},{"id":"cf121b37-0050-4f8d-9ada-d300e7697cd8","order":37,"text":"The Employee acknowledges that, in the course of the Employment, the Employee will necessarily have access to and be entrusted with Confidential Information and Trade Secrets, that such information is the exclusive property of the Company or of the relevant Group Company or third party, that it has been compiled at considerable expense and effort, and that its unauthorised use or disclosure would cause serious and irreparable harm to the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"10d0466d-d792-46d0-a237-53606cadca2d","order":38,"text":"The Employee further acknowledges that the protection of Confidential Information and Trade Secrets, and of the client and supplier connections of the Business, constitutes a legitimate proprietary interest of the Company which the Company is entitled to protect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"365c7c26-d795-43ff-b686-8157d6e4ea0d","order":39,"text":"Confidential Information which constitutes a Trade Secret shall be protected by the Employee both during the Employment and after the Termination Date, without limit of time, for so long as it retains the character of a Trade Secret.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8e1c5d2d-596b-4034-8cbf-d00e24f4fe30","order":40,"text":"Confidential Information which does not constitute a Trade Secret shall be protected by the Employee during the Employment and for a period of twenty-four (24) months after the Termination Date, or until it ceases to be confidential otherwise than through a breach of this Agreement, whichever occurs first.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"486b97ee-3286-4273-8dd8-57feda4be9e2","order":41,"text":"Nothing in this Agreement prevents the Employee from using, after the Termination Date, the general skill, experience and knowledge lawfully acquired by the Employee in the ordinary course of the Employment, provided that such use does not involve the use or disclosure of Confidential Information or of any Trade Secret.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9ea14196-1d58-412e-a29b-08d6f51a882d","order":42,"text":"4. THE EMPLOYEE'S CONFIDENTIALITY UNDERTAKINGS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S04"},{"id":"fb894bac-94dd-4acf-a9e1-ef6a7252788e","order":43,"text":"The Employee undertakes to the Company that the Employee shall not, during the Employment or thereafter for the periods set out in the clause entitled \"Confidential Information and Trade Secrets\", except in the proper performance of the Employee's duties or as expressly permitted by this Agreement:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d3fbed66-27bc-46ff-839d-f37a3718923c","order":44,"text":"— use, or permit the use of, any Confidential Information for any purpose other than the business of the Company or of a Group Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"86b7185b-d22f-4793-b100-21bf09e6aa61","order":45,"text":"— disclose, publish, communicate or make available any Confidential Information to any person, firm, company or authority, whether inside or outside the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"75b0c152-fc0e-4684-a578-3491b5eed8d6","order":46,"text":"— copy, reproduce, photograph, record, transmit, transfer or extract any Confidential Information, or create any note, summary, compilation or derivative work from it, otherwise than as reasonably required for the performance of the Employee's duties;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"e4d4b4cc-3f1d-48cc-ace3-5592e4e3eaf5","order":47,"text":"— remove any Materials or any Confidential Information from the Company's premises, systems or approved storage locations, except with the prior authorisation of the Company and for the purposes of the Employment;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"591f165e-96e8-4299-acd4-fa103f6e1475","order":48,"text":"— use any Confidential Information for the Employee's own benefit or advantage, or for the benefit or advantage of any third party, including any actual or prospective competitor of the Company or of any Group Company; or","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"393e223c-9729-412b-805b-d7f76d5e337e","order":49,"text":"— by any act or omission, whether deliberate or negligent, place any Confidential Information at risk of unauthorised access, loss, alteration or disclosure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"06db0147-3df2-4844-b2a9-107e1c2a6b8b","order":50,"text":"The Employee shall take all reasonable steps to prevent the unauthorised access to, use, loss or disclosure of Confidential Information by any other person, and shall not seek to obtain Confidential Information which the Employee does not require for the performance of the Employee's duties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"09592c03-4c17-4f65-bb16-c871e6322f93","order":51,"text":"The obligations in this clause apply irrespective of whether the Confidential Information was disclosed to the Employee, obtained by the Employee or created by the Employee, and irrespective of whether the Employment has ended and of the manner of its ending. Where the Confidential Information does not constitute a Trade Secret, those obligations subsist for twenty-four (24) months after the Termination Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dd70bef8-d999-4844-851a-2940884d3bb5","order":52,"text":"5. SAFEGUARDING, INFORMATION SECURITY AND MONITORING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S05"},{"id":"47aca223-64dc-46c5-8da4-9ae2aa6edde2","order":53,"text":"The Employee shall at all times comply with the information security, acceptable use, data protection, records management and device policies of the Company as issued and amended from time to time, and with any reasonable instruction of the Company concerning the handling of Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"62c65c11-e0c6-49f7-bf39-972623d7db5b","order":54,"text":"The Employee shall store and process Confidential Information only on systems, accounts, devices and storage services approved by the Company, shall protect access credentials, shall not share passwords or access tokens, and shall not transfer Confidential Information to any personal electronic mail account, personal cloud storage account, removable storage device, messaging application or artificial intelligence tool without the prior written consent of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fc97ec4b-14cf-4199-a02a-b6e2c41cac9a","order":55,"text":"The Employee shall notify the Company immediately upon becoming aware of any actual, suspected or threatened loss, theft, unauthorised access, unauthorised use or unauthorised disclosure of Confidential Information or of any Materials, shall provide the Company with all information within the Employee's knowledge concerning the incident, and shall give the Company all assistance reasonably required to investigate, contain and remedy it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e0633159-b344-4f4d-a1c8-8fb8f1ba08fe","order":56,"text":"The Employee acknowledges and agrees that the Company may monitor, access, inspect and audit the use of its systems, networks, devices, accounts and premises for the purposes of protecting Confidential Information, ensuring compliance with this Agreement and with applicable law, and safeguarding the security and integrity of its infrastructure. Any such monitoring shall be carried out lawfully, proportionately and in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) and the Company's applicable privacy policies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d1294287-f01a-4efa-b547-4293f0c8eafc","order":57,"text":"6. PERMITTED DISCLOSURES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S06"},{"id":"e7becaea-93c5-49ad-bba1-93ea2937b86d","order":58,"text":"Nothing in this Agreement prevents the Employee from disclosing Confidential Information to the extent that the disclosure is required by law, by an order of a court of competent jurisdiction, or by a regulatory, governmental, tax or law-enforcement authority having jurisdiction over the Employee, including the Independent Commission Against Corruption, the Securities and Futures Commission, the Hong Kong Monetary Authority, the Inland Revenue Department, the Companies Registry and the Office of the Privacy Commissioner for Personal Data.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5acd61d2-4bf0-4df4-8463-358337f2d3fd","order":59,"text":"Nothing in this Agreement prevents the Employee from making a disclosure which the Employee is entitled or required to make to a competent authority in relation to suspected criminal conduct, corruption or other unlawful conduct, or from co-operating with any lawful investigation by such an authority. No such disclosure shall constitute a breach of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7bac8b67-8b39-4570-bd41-e5e5983f33d8","order":60,"text":"Nothing in this Agreement prevents the Employee from disclosing Confidential Information to the Employee's own legal or professional advisers for the purpose of obtaining advice, provided that those advisers are subject to a duty of confidentiality, or from disclosing information which is or becomes generally available to the public otherwise than through a breach of an obligation of confidence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0043e888-72ed-4a4b-863f-5e921e277a62","order":61,"text":"Where a disclosure is required under this clause, the Employee shall, to the extent lawful and reasonably practicable, notify the Company in writing before making the disclosure, shall limit the disclosure to the minimum reasonably required, and shall co-operate with the Company in any lawful steps taken by the Company to resist, limit or obtain protective treatment for the disclosure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"45b03aeb-6bf1-4bc1-996d-1f2f158bfae4","order":62,"text":"7. PERSONAL DATA","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S07"},{"id":"3c7e4b62-dc71-4ff9-839f-38230c57c0e0","order":63,"text":"The Employee shall handle all personal data to which the Employee has access in the course of the Employment in strict accordance with the Personal Data (Privacy) Ordinance (Cap. 486), the data protection principles set out in that Ordinance and the Company's data protection policies, and shall use such personal data only for the lawful purposes connected with the Employee's duties for which it was collected or for a directly related purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4fe825e9-f658-43b4-aae8-2e0dc47ffcae","order":64,"text":"The Employee shall not disclose, publish, transfer or otherwise make available any personal data obtained in the course of the Employment without proper authorisation, and acknowledges that the unauthorised disclosure of personal data may constitute a criminal offence under the Personal Data (Privacy) Ordinance (Cap. 486) as well as a breach of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6341bb21-a02e-4134-9ba2-35bcde954783","order":65,"text":"On the Termination Date, or earlier on request, the Employee shall cease all processing of personal data belonging to the Company or to any Group Company and shall return or irretrievably delete it in accordance with the clause entitled \"Company Property and Return of Materials\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0ddd1754-8f8e-4376-bb63-bbfe7c5ccaf3","order":66,"text":"The Employee consents to the collection, holding, processing, use and transfer by the Company and by any Group Company of the Employee's own personal data for the purposes of the administration of the Employment, the management of the Company's business, compliance with legal and regulatory obligations, and the establishment, exercise or defence of legal claims, including the enforcement of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2e077327-2c40-4649-a5a7-156666a69a74","order":67,"text":"8. THIRD PARTY AND CLIENT CONFIDENTIAL INFORMATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S08"},{"id":"74019972-e10a-4cbc-8d53-6c344a9ad9fc","order":68,"text":"The Employee shall treat as Confidential Information all information received by the Company or by any Group Company from a client, customer, supplier, contractor or other third party under an obligation of confidence, and shall comply with the terms of any confidentiality or non-disclosure agreement entered into by the Company of which the Employee is notified.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9d1776a2-6b41-4086-90b8-f41f24174076","order":69,"text":"The Employee warrants that the Employee shall not bring onto the premises or systems of the Company, nor use, disclose or incorporate into any Invention, Work, product, service or document of the Company, any confidential information, trade secret or proprietary material belonging to any former employer or to any other third party, unless the relevant owner has expressly consented in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a0d0e708-9492-4ce7-ae80-d8e992e5dd20","order":70,"text":"The Employee acknowledges that the Company does not wish to receive any such third party confidential information and shall notify the Company immediately if the Employee becomes aware that any such information has come into the possession of the Company through the Employee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"29d613d1-38da-4372-95dc-f55e7e74bf4d","order":71,"text":"9. PRICE-SENSITIVE INFORMATION AND MARKET MISCONDUCT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","displayConditions":[{"field":"cb9fad65-23bb-4d3a-81ef-6a2c48172c79","value":"regulated","type":"add","operator":"="}],"sectionNum":"S09"},{"id":"0f2226cc-069e-48c1-af3d-6d59b9897687","order":72,"text":"The Employee acknowledges that, in the course of the Employment, the Employee may come into possession of inside information or relevant information within the meaning of the Securities and Futures Ordinance (Cap. 571), being specific information about a corporation, its shareholders or officers, or its listed securities or derivatives, which is not generally known to those persons accustomed or likely to deal in those securities but which, if generally known to them, would be likely materially to affect the price of those securities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb9fad65-23bb-4d3a-81ef-6a2c48172c79","value":"regulated","type":"add","operator":"="}]},{"id":"0aa7d863-a981-4663-a186-b1a788ae6a0a","order":73,"text":"The Employee shall not, while in possession of such information, deal or attempt to deal in the relevant securities or their derivatives, whether directly or through any nominee, family member, trust or other person, and shall not counsel, procure or encourage any other person to deal in them, nor disclose the information to any person who may deal or counsel or procure another person to deal in them. The Employee acknowledges that such conduct may constitute insider dealing and market misconduct attracting civil and criminal liability under the Securities and Futures Ordinance (Cap. 571).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb9fad65-23bb-4d3a-81ef-6a2c48172c79","value":"regulated","type":"add","operator":"="}]},{"id":"da9b88e2-cd3e-4acb-bf7a-834cb5f40380","order":74,"text":"The Employee shall comply with the securities dealing code, pre-clearance procedures, blackout periods, restricted lists and information barriers established by the Company or by any Group Company from time to time, and with any applicable requirement of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, of the codes and guidelines issued by the Securities and Futures Commission, and of any other regulator having jurisdiction over the Company or over a client of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb9fad65-23bb-4d3a-81ef-6a2c48172c79","value":"regulated","type":"add","operator":"="}]},{"id":"d03fb67b-ed8a-44fa-a2c0-b994cba1c526","order":75,"text":"All price-sensitive and inside information is Confidential Information for the purposes of this Agreement and, in addition, constitutes a Trade Secret for so long as it has not been published in accordance with the applicable disclosure obligations. The Employee shall notify the Company in writing as soon as the Employee becomes aware of being in possession of such information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb9fad65-23bb-4d3a-81ef-6a2c48172c79","value":"regulated","type":"add","operator":"="}]},{"id":"833b190c-9ae4-489b-9e51-20d7a2e4506d","order":76,"text":"10. CONFLICTS OF INTEREST AND OUTSIDE ACTIVITIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S10"},{"id":"8a66b19f-1e3a-448b-b0f8-3d86a8a88ae6","order":77,"text":"During the Employment the Employee shall devote the whole of the Employee's contracted working time, attention and abilities to the business of the Company and shall not, without the prior written consent of the Company, be engaged, concerned or interested, whether directly or indirectly and whether for reward or otherwise, in any other business, employment, consultancy, directorship, venture or project which competes with the Business, which gives rise or may give rise to a conflict with the Employee's duties, or which involves the use of Confidential Information or of the Company's time, premises, equipment, data or other resources.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"475f0c13-b433-4b95-95d3-59d005aa6774","order":78,"text":"The Employee shall disclose to the Company in writing, promptly upon its arising, any interest, relationship, engagement or opportunity which conflicts, or which might reasonably be regarded as conflicting, with the interests of the Company or of any Group Company, including any interest held by a member of the Employee's immediate family or by any entity in which the Employee has an interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"16a4c684-8dfd-48c0-8523-d0ce5ce9662e","order":79,"text":"The Employee shall not solicit, accept, offer or provide any advantage within the meaning of the Prevention of Bribery Ordinance (Cap. 201) in connection with the Business, with any Confidential Information or with the Employee's duties, and shall comply with the anti-corruption policies of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"24e6798b-037c-4f67-8d36-f55b358f3ed3","order":80,"text":"Any Invention or Work which is conceived, created or developed using the time, premises, equipment, data, funds, personnel or Confidential Information of the Company or of any Group Company belongs to the Company in accordance with this Agreement, irrespective of whether the Company has consented to the outside activity in the course of which it was conceived, created or developed, and any such consent shall not be construed as a waiver of the Company's rights under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"775397ee-1d03-45cc-b644-a461ed6b9613","order":81,"text":"11. DISCLOSURE OF INVENTIONS AND WORKS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S11"},{"id":"9bd62a6c-d774-4f30-873e-6dd50bf1fbbd","order":82,"text":"The Employee shall promptly and fully disclose to the Company in writing, and shall keep confidential from all other persons, particulars of every Invention and Work which the Employee conceives, creates, develops, makes or contributes to, alone or with others, during the Employment, whether or not during working hours, whether or not on the Company's premises and whether or not using the Company's resources.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fa6e0fa4-2df6-4237-bc47-91614b68cbe5","order":83,"text":"The Employee shall maintain complete, accurate and contemporaneous written and electronic records of all Inventions and Works, in the form reasonably required by the Company. All such records are and remain the exclusive property of the Company, shall be available to the Company at all times and shall be surrendered to the Company on demand and in any event on the Termination Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1ad63e0c-0866-40ae-aa9e-eb0c4b2c4658","order":84,"text":"The obligation to disclose under this clause continues for a period of twelve (12) months after the Termination Date in respect of any Invention or Work which relates to the Business and which was conceived, created or developed, in whole or in part, during the Employment or as a result of the Employee's access to Confidential Information, so that the ownership of the relevant Intellectual Property Rights may be determined in accordance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ce6b5296-ebd4-4431-a5ac-651fd9150de5","order":85,"text":"12. OWNERSHIP AND ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S12"},{"id":"1d53dafc-7c7e-47aa-9148-1ec4317f0128","order":86,"text":"The Employee acknowledges that, by operation of law, copyright in a work made by an employee in the course of employment vests in the employer under the Copyright Ordinance (Cap. 528), that the right to a patent for an invention made by an employee in the course of the employee's normal duties or specifically assigned duties is governed by the Patents Ordinance (Cap. 514), and that the ownership of a design created by an employee in the course of employment is governed by the Registered Designs Ordinance (Cap. 522).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f8fd9ab0-dd35-4dce-9a6c-f342cf2c0a79","order":87,"text":"To the extent that any Intellectual Property Right in any Invention or Work does not vest in the Company automatically by operation of law, the Employee hereby assigns to the Company, with full title guarantee and free from all encumbrances, all such Intellectual Property Rights, absolutely and for the full term of those rights throughout the world, including all renewals, revivals, extensions and reversions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d65ccc00-d908-4669-9c10-2860f9539532","order":88,"text":"Insofar as any such Intellectual Property Right does not exist at the date of this Agreement, the Employee hereby assigns it to the Company by way of present assignment of future rights, so that it vests in the Company immediately upon its coming into existence, and the Employee acknowledges that this assignment operates as an assignment of prospective ownership within the meaning of the Copyright Ordinance (Cap. 528).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b86b5785-c1db-4f4f-8774-13b91ac2007d","order":89,"text":"The assignment made under this clause includes the right to bring, defend and settle proceedings, and to recover damages and other remedies, in respect of any infringement or other unlawful act occurring before, on or after the date of the assignment, whether or not the Company was the owner of the right at the time of that infringement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fd812afd-f9aa-4ca7-8a86-73d9ba1c4826","order":90,"text":"Pending the vesting of any Intellectual Property Right in the Company, and to the extent that any such right does not vest as provided above, the Employee holds it on trust for the Company absolutely.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c14c9eea-e3cb-4ac5-b5f6-b4569e1d4775","order":91,"text":"The Employee shall not register, apply to register, or permit any third party to register or apply to register, in the Employee's own name or in the name of any other person, any Intellectual Property Right in any Invention or Work, and shall not exploit, license, charge, assign or otherwise deal with any such right.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eb042880-5b1c-4944-8cb3-09244b48cb1b","order":92,"text":"The Employee agrees that the salary and other benefits payable in respect of the Employment constitute full and sufficient consideration for the assignments and undertakings contained in this clause, and that no further payment is due in respect of them, save for any compensation to which the Employee may be entitled under the Patents Ordinance (Cap. 514), which right is not excluded or limited by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"59277708-0e2a-4e07-b12c-b741e7dc636e","order":93,"text":"13. MORAL RIGHTS AND PERFORMERS' RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S13"},{"id":"e95748ce-8e11-4232-980c-9137b66564b4","order":94,"text":"To the fullest extent permitted by law, the Employee irrevocably and unconditionally waives, in favour of the Company, each Group Company and their respective licensees, successors and assigns, all moral rights conferred by the Copyright Ordinance (Cap. 528), including the right to be identified as author and the right to object to derogatory treatment of a work, and all equivalent or analogous rights arising under the law of any other jurisdiction, in respect of every Work.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4b9cb2eb-7463-4062-982d-91f1bb0c79a6","order":95,"text":"The Employee consents to any act which would otherwise infringe those rights, including the use, alteration, adaptation, translation, modification, combination, abridgement, publication and exploitation of any Work in any medium and without attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any such act infringes the Employee's moral rights.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f8ce1c81-6318-475b-bbee-e5d11fe08f16","order":96,"text":"The waiver and consent given under this clause extend to all Works, whether existing at the date of this Agreement or created afterwards, and are given for the benefit of the Company and of each Group Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"46ec21b6-6b66-4151-acab-5ed9c21ed08d","order":97,"text":"Where the Employee gives any performance in the course of the Employment, including any recorded presentation, demonstration, training session, voice recording or appearance in any photograph, film or broadcast, the Employee consents to the recording, reproduction, adaptation, broadcasting and other exploitation of that performance by the Company and by each Group Company for any purpose connected with the Business, and assigns to the Company all property rights in that performance arising under the Copyright Ordinance (Cap. 528), to the extent that they are assignable, and waives all non-assignable rights in it to the fullest extent permitted by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d7fb3ade-8034-465c-ad59-fe5a5d6e1b63","order":98,"text":"14. OPEN SOURCE, THIRD PARTY AND AI-GENERATED MATERIALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S14"},{"id":"a052a625-9101-46ab-b10e-fb20381a54ac","order":99,"text":"The Employee shall not incorporate, link, combine or otherwise use any Open Source Materials in or with any Invention, Work, product, service, process or system of the Company or of any Group Company without the prior written approval of the Company and in accordance with any open source policy of the Company, and shall record accurately the identity, version and licence terms of every item of Open Source Materials so approved.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6b1ea43a-4a6e-488a-966c-4f348e17a475","order":100,"text":"The Employee acknowledges that the use of Open Source Materials may impose obligations on the Company, including obligations to disclose source code or to grant licences, and that the unauthorised use of such materials may compromise the Company's ability to protect and exploit its Intellectual Property Rights.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c89e12c1-f055-4e25-90f9-7348e2822ebc","order":101,"text":"The Employee shall not incorporate into any Invention or Work any material owned by a third party unless the Company holds a valid licence permitting that use, and shall inform the Company of the terms of any such licence before the material is used.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ce4ce0d5-f9f3-43cf-a8d1-2671d6e791ba","order":102,"text":"The Employee shall not input, upload, paste or otherwise submit any Confidential Information, personal data or Company source code into any AI Tool which has not been approved in writing by the Company for that purpose, and shall comply with any policy of the Company governing the use of AI Tools.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d9c35e7f-9ffb-4b70-b560-c13241618540","order":103,"text":"Any output produced by an AI Tool at the direction of the Employee in the course of the Employment, and any Invention or Work incorporating or derived from such output, is a Work for the purposes of this Agreement, and all Intellectual Property Rights in it which are capable of vesting in the Employee are assigned to the Company under the clause entitled \"Ownership and Assignment of Intellectual Property Rights\". The Employee shall keep a record of the AI Tool used, of the material submitted to it and of the output relied upon, and shall notify the Company promptly where the ownership or the third party rights position in respect of any such output is uncertain.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"faa3816f-582d-4d21-86b4-0c15fdc82afa","order":104,"text":"15. PRE-EXISTING INTELLECTUAL PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S15"},{"id":"1fbcee65-ef09-45a7-a4a4-988970463abd","order":105,"text":"The Employee confirms that there is no Intellectual Property created, conceived or acquired by the Employee before the commencement of the Employment which the Employee wishes to exclude from the scope of this Agreement, and that no such Intellectual Property is excluded from the assignments made under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2abc2eba-1957-411d-8bb9-9cb036184265","value":"none","type":"add","operator":"="}]},{"id":"71265255-bd4f-4ee9-a7f5-18f8f145429c","order":106,"text":"The Intellectual Property created, conceived or acquired by the Employee before the commencement of the Employment which is excluded from the assignments made under this Agreement is that described in the Schedule to this Agreement. The Employee warrants that the Schedule is complete and accurate, and that no other pre-existing Intellectual Property is or shall be claimed by the Employee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2abc2eba-1957-411d-8bb9-9cb036184265","value":"listed","type":"add","operator":"="}]},{"id":"d0fe081e-75bf-45a5-af9c-3ccf3b6a880d","order":107,"text":"Nothing in this clause or in the Schedule relieves the Employee of any obligation of confidentiality owed to the Company or to any Group Company, and no item may be excluded from the assignments made under this Agreement unless it is described with sufficient particularity to be identified.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2abc2eba-1957-411d-8bb9-9cb036184265","value":"listed","type":"add","operator":"="}]},{"id":"2508852e-fc9b-4bb1-a070-6839b1943659","order":108,"text":"If the Employee incorporates, or permits the incorporation of, any Intellectual Property owned by the Employee before the commencement of the Employment into any Invention, Work, product, service, process or system of the Company or of any Group Company, the Employee hereby grants to the Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free and fully paid-up licence, with the right to grant and authorise sub-licences, to use, copy, modify, adapt, distribute and otherwise exploit that Intellectual Property for any purpose connected with the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e67e6d96-b95c-4fab-a7dc-51e68e25bcd4","order":109,"text":"16. FURTHER ASSURANCES AND POWER OF ATTORNEY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S16"},{"id":"4873dd86-674f-443a-8ded-a728e5b5be0a","order":110,"text":"The Employee shall, at the request and expense of the Company, both during the Employment and at any time afterwards, promptly do all such acts and execute all such documents as the Company may reasonably require in order to vest in the Company, perfect, protect, defend or enforce the Intellectual Property Rights assigned or intended to be assigned under this Agreement anywhere in the world.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6489535e-442a-4fd3-973d-f95630be41e2","order":111,"text":"Without limitation, the Employee shall provide the Company with all information, drawings, specifications, data, samples, models and assistance reasonably required for the preparation, filing and prosecution of applications for patents, registered designs, trade marks or other protection, shall execute assignments, declarations and confirmations, and shall give evidence and assistance in any proceedings or opposition concerning those rights. The Company shall reimburse the Employee's reasonable out-of-pocket expenses and, where such assistance is required after the Termination Date, shall pay the Employee a reasonable sum for the time properly spent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3bd25ded-30a7-4d14-b0d0-eda806d7a020","order":112,"text":"The Employee irrevocably appoints the Company to be the Employee's attorney, by way of security and in the Employee's name and on the Employee's behalf, to sign, execute and do any instrument, document or thing which the Employee has failed to sign, execute or do within ten (10) Business Days of a written request made under this clause, and to use the Employee's name for the purposes of giving full effect to this Agreement. A certificate in writing signed by any director or the secretary of the Company that any instrument, document or act falls within the authority conferred by this clause shall be conclusive evidence of that fact in favour of any third party dealing with the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fa8291a6-5dd6-4fa8-894f-331d05bd816a","order":113,"text":"The appointment made under this clause is given by way of security for the performance of the Employee's obligations under this Agreement and is accordingly irrevocable. The Employee acknowledges that the statutory provisions of Hong Kong which give legal recognition to electronic signatures do not apply to the creation, execution, variation or revocation of a power of attorney, and the Employee shall therefore sign this Agreement in manuscript and shall, if the Company so requests, execute a separate instrument of appointment in the form required by the Powers of Attorney Ordinance (Cap. 31), at the expense of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"13e08860-0aba-40c2-9867-e9869d1e836d","order":114,"text":"17. COMPANY PROPERTY AND RETURN OF MATERIALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S17"},{"id":"5da4dd2a-1372-46cd-9d4f-7e253e8864d3","order":115,"text":"All Materials and all Confidential Information, in whatever form and wherever located, are and remain the property of the Company or of the relevant Group Company. The Employee acquires no right, title or interest in them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7e80598a-5097-412f-b2c8-2ceb003e9194","order":116,"text":"On the Termination Date, or earlier upon the written request of the Company at any time, and in any event within seven (7) days of the Termination Date, the Employee shall deliver up to the Company all Materials and all documents, media and items containing or derived from Confidential Information which are in the Employee's possession, custody or control, without retaining any copy, extract or summary of them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7396528e-f0e9-4329-99fb-44b1b6942519","order":117,"text":"The Employee shall, within the same period, permanently and irretrievably delete all Confidential Information and all Company data from every personal device, personal electronic mail account, personal cloud storage account, messaging application and other non-Company system on which it is held, shall remove any Company account or credential from such devices, and shall not thereafter attempt to access any system of the Company or of any Group Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"df256ff8-0c07-4b42-969c-fdaca0b10934","order":118,"text":"If required by the Company, the Employee shall provide a signed statement confirming that the obligations set out in this clause have been fully complied with, and shall provide the Company with such reasonable assistance as it may require to verify compliance, including permitting a suitably qualified person appointed by the Company to inspect and, where necessary, delete Company data from any personal device used by the Employee for the purposes of the Employment, such inspection being conducted at a reasonable time, in the Employee's presence and with due regard to the Employee's privacy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3785ccba-4bd2-4c7e-b1ac-5a81e9765b5a","order":119,"text":"The Employee shall have no lien or other right to retain any of the Materials or any Confidential Information on any ground whatsoever, including any claim for unpaid wages, expenses or other sums. Nothing in this clause entitles the Company to make any deduction from the wages of the Employee otherwise than as permitted by Part III of the Employment Ordinance (Cap. 57).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ee722316-df13-4bb6-8c91-d07d79656ba1","order":120,"text":"18. PUBLICITY, PORTFOLIO USE AND CONFIDENTIALITY OF THIS AGREEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S18"},{"id":"12acb21e-d382-41d6-bf7e-422a41d5eac1","order":121,"text":"The Employee shall not, without the prior written consent of the Company, publish, display, exhibit, reproduce or otherwise make available any Invention, Work, specification, design, source code, screenshot, document or other material belonging to the Company or to any Group Company in any portfolio, curriculum vitae, showreel, personal or professional website, code repository, social media account, article, lecture, interview or presentation, whether during the Employment or afterwards.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a2e1e546-23fa-4fd2-869f-61c5d19467c6","order":122,"text":"The Employee may state, in general terms and without disclosing Confidential Information, the identity of the Company, the position held and the period of the Employment, provided that no statement identifies any client of the Company, any unannounced product or service, or any technical or commercial detail of the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8b7bda9a-7500-492e-8a0d-3d226412ddd6","order":123,"text":"The Employee shall not make, and shall not authorise any other person to make, any statement to the press or to any other medium concerning the Company, any Group Company, their officers, employees or clients, or the Business, unless expressly authorised in writing by the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9646cbbf-54a0-48d5-89e3-75826cd5249d","order":124,"text":"The Employee shall keep the existence and terms of this Agreement confidential, save for any disclosure permitted under the clause entitled \"Permitted Disclosures\", any disclosure to a prospective employer for the purpose of complying with this Agreement, and any disclosure to the Employee's immediate family or professional advisers who are made aware of the confidential nature of the information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b7a5a4a0-fe64-4400-b945-9d836dc7ebed","order":125,"text":"19. NON-SOLICITATION AND NON-DEALING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","displayConditions":[{"field":"b810840b-e77e-484a-8cea-482f80addf3e","value":"include","type":"add","operator":"="}],"sectionNum":"S19"},{"id":"1f2bf09f-b890-46ed-bd2f-4e066bcc496b","order":126,"text":"The Employee acknowledges that, by reason of access to Confidential Information and to the client and supplier connections of the Business, the Employee is in a position to cause substantial harm to the legitimate proprietary interests of the Company after the Termination Date, and that the undertakings in this clause are reasonable and necessary to protect those interests.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b810840b-e77e-484a-8cea-482f80addf3e","value":"include","type":"add","operator":"="}]},{"id":"9a61fd2e-067a-484f-8905-c5d24ab0ffd7","order":127,"text":"The Employee undertakes that, for a period of six (6) months after the Termination Date, the Employee shall not, whether directly or indirectly, on the Employee's own behalf or on behalf of any other person, solicit or endeavour to entice away from the Company or from any Group Company any person who was, at any time during the twelve (12) months immediately preceding the Termination Date, employed or engaged by the Company or by a Group Company in a senior, managerial, technical, professional or sales capacity and with whom the Employee had material dealings during that period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b810840b-e77e-484a-8cea-482f80addf3e","value":"include","type":"add","operator":"="}]},{"id":"a3dc8b3b-c659-491a-9a05-6e27bdc5cea6","order":128,"text":"The Employee further undertakes that, for a period of six (6) months after the Termination Date, the Employee shall not, whether directly or indirectly, on the Employee's own behalf or on behalf of any other person, solicit, canvass, approach or deal with any client, customer or prospective client of the Company or of any Group Company with whom the Employee had material dealings, or about whom the Employee held Confidential Information, during the twelve (12) months immediately preceding the Termination Date, in each case in relation to goods or services competing with those supplied by the Company or by a Group Company as part of the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b810840b-e77e-484a-8cea-482f80addf3e","value":"include","type":"add","operator":"="}]},{"id":"b783a1e3-3e37-4a57-b8e0-9be854f7bb23","order":129,"text":"Nothing in this clause prevents the Employee from employing or engaging a person who responds, without any direct or indirect solicitation by the Employee, to a bona fide recruitment advertisement published to the public at large, nor from dealing with a client or customer in relation to goods or services which do not compete with those supplied as part of the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b810840b-e77e-484a-8cea-482f80addf3e","value":"include","type":"add","operator":"="}]},{"id":"fef19a17-157c-464a-b754-7185ae8fe0f0","order":130,"text":"Each undertaking contained in this clause constitutes a separate and severable undertaking. If any such undertaking is held to be void or unenforceable but would be valid and enforceable if some part of it were deleted or its duration or scope were reduced, it shall apply with such modification as is necessary to make it valid and enforceable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b810840b-e77e-484a-8cea-482f80addf3e","value":"include","type":"add","operator":"="}]},{"id":"8b8066b0-9751-451a-8772-81f319654a35","order":131,"text":"20. WARRANTIES AND NO CONFLICTING OBLIGATIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S20"},{"id":"29d29b03-9c68-414e-847b-83f4d67b1dd7","order":132,"text":"The Employee warrants and represents to the Company that the Employee is free to enter into this Agreement and to perform the Employment, that the Employee is not subject to any restriction, covenant, court order or obligation owed to any former employer or other third party which conflicts with, restricts or prevents the full performance of this Agreement or of the Employee's duties, and that the Employee has disclosed to the Company the existence and terms of any such obligation of which the Employee is aware.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"badb20cd-7f81-46eb-8945-e03f10542c69","order":133,"text":"The Employee warrants that every Invention and Work assigned or to be assigned under this Agreement is or will be the Employee's own original creation, that it does not and will not infringe the Intellectual Property Rights of any third party, and that the Employee has not granted and will not grant any licence, option, charge or other right over it to any third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cd269dbd-bcfa-45d8-a0d7-25ddf5e331b5","order":134,"text":"The Employee shall indemnify the Company against all reasonable losses, liabilities, damages, costs and expenses properly incurred by the Company as a direct result of any breach by the Employee of the warranties given in this clause, provided that this indemnity does not extend to any loss to the extent that it is caused by the negligence or default of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f3e38a4d-622b-488e-99a1-a0db45079202","order":135,"text":"21. DURATION, SURVIVAL AND RELATIONSHIP WITH THE EMPLOYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S21"},{"id":"12ef7422-f44b-4a8b-996c-1d17c60e7e34","order":136,"text":"This Agreement takes effect from the commencement of the Employment and continues in force throughout the Employment. The obligations relating to Confidential Information, Trade Secrets, personal data, Intellectual Property Rights, further assurances, the return of Materials, warranties, remedies, notices and governing law survive the Termination Date and remain fully enforceable, regardless of the manner of, or reason for, the ending of the Employment and regardless of whether the Employment was terminated lawfully.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"281916b8-d875-483d-b9fe-f1b4c01be246","order":137,"text":"The assignments and waivers made under this Agreement are perpetual and irrevocable, and are not affected by the ending of the Employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aec497a4-5acd-4c23-8d91-27fc9f65be51","order":138,"text":"The obligations of the Employee under this Agreement continue to apply in full during any period of suspension, of exclusion from the Company's premises or systems, of paid leave imposed by the Company during a period of notice, and during any period of notice whether or not the Employee is required to perform duties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"55bca4df-6192-4ac6-b11c-066b475b0c72","order":139,"text":"After the Termination Date the Employee shall not represent, or permit any other person to represent, that the Employee remains employed by, or is otherwise connected with, the Company or any Group Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0ad5d216-24cb-4584-b4cf-ee12d1584b9a","order":140,"text":"The Employee acknowledges that a breach of this Agreement may constitute a serious breach of the Employee's duties capable of justifying summary dismissal without notice or payment in lieu of notice under section 9 of the Employment Ordinance (Cap. 57) and at common law, without prejudice to any other remedy available to the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e98fcdb0-1b21-4ae7-bf6c-42c069775ed1","order":141,"text":"Nothing in this Agreement operates to exclude, limit or reduce any right conferred on the Employee by the Employment Ordinance (Cap. 57) or by any other mandatory provision of Hong Kong law, and any provision which purports to do so shall to that extent have no effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a7ec6f6f-4c5d-4e3b-9d18-942de8739eec","order":142,"text":"22. REMEDIES AND ENFORCEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S22"},{"id":"3c48aa69-56ef-4139-aa06-39db1cfe8dee","order":143,"text":"The Employee acknowledges that damages alone would not be an adequate remedy for any breach or threatened breach of this Agreement, and agrees that the Company shall be entitled, without proof of special damage and without prejudice to any other right or remedy, to seek injunctive relief, specific performance, delivery up, an account of profits and any other equitable relief in respect of any actual or threatened breach.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e8b8c864-f751-47eb-a6c9-36c0e6c0684a","order":144,"text":"The rights and remedies of the Company under this Agreement are cumulative and are in addition to, and not in substitution for, any right or remedy available to it at law, in equity or under any other agreement. No failure or delay by the Company in exercising any right or remedy operates as a waiver of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1edb40b6-1e93-4dcc-b3a4-7581ce6132f3","order":145,"text":"The Employee agrees that the Company may, at any time after the Termination Date, inform any actual or prospective employer, client or business partner of the Employee of the existence and terms of this Agreement, and the Employee shall, before accepting any new employment or engagement which may engage the obligations in this Agreement, bring those obligations to the attention of the proposed employer or principal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6d6ad8ad-cf00-4b0a-8836-7d2578f938ac","order":146,"text":"Nothing in this Agreement affects the discretion of any court as to the costs of any proceedings, and each Party shall bear its own costs of and incidental to the negotiation and execution of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ac7a226c-0fb2-45c3-857e-6f8d509e816d","order":147,"text":"23. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S23"},{"id":"7d8e6df2-b161-47de-809c-37866587eae4","order":148,"text":"Any notice or other communication given under or in connection with this Agreement shall be in writing and shall be delivered by hand, sent by prepaid registered post or reputable courier, or sent by electronic mail, to the relevant Party at the address set out below or at such other address as that Party may notify in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c658ce1d-1947-4847-88b5-dbfefc752de8","order":149,"text":"For the Company: [Registered office address], being the registered office of the Company, and by electronic mail to [Company email address for notices], marked for the attention of the Company Secretary or of the human resources function of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"64a9848d-71dd-4399-a7ab-0c127d6cabda","order":150,"text":"For the Employee: [Residential address], being the residential address of the Employee, and by electronic mail to [Employee email address for notices].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"de855388-1f27-4a18-859b-f0a389ed6a87","order":151,"text":"A notice is deemed to have been received: if delivered by hand, at the time of delivery; if sent by prepaid registered post or courier within Hong Kong, on the second Business Day after posting or despatch; if sent by post or courier to an address outside Hong Kong, on the fifth Business Day after posting or despatch; and if sent by electronic mail, at the time of transmission, provided that if the time of transmission is after 5.00 p.m. on a Business Day, or is on a day which is not a Business Day, the notice is deemed received at 9.00 a.m. on the next Business Day. Proof of posting or of despatch, or a transmission report produced by the sender's system, is sufficient evidence of service.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"79ae7ee9-8e2d-4ab9-ba81-42c845d54b02","order":152,"text":"A Party may change its address or electronic mail address for the purposes of this clause by giving not less than five Business Days written notice to the other Party. The Employee shall notify the Company of any change of residential address during the Employment and for so long as any obligation under this Agreement remains in force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c802f11b-d4cb-4fd4-9206-b1cb89ba1b1b","order":153,"text":"24. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S24"},{"id":"ce70bd9c-732a-4906-92f4-e5a59574ba69","order":154,"text":"This Agreement, together with the Employee's contract of employment and the policies of the Company applicable to the Employee, constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all previous agreements, arrangements, understandings and representations relating to that subject matter. Each Party acknowledges that it has not relied on any statement or representation not expressly set out in this Agreement, save that nothing limits any liability for fraudulent misrepresentation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"43211526-33f8-49e8-86ad-7e61e5857b46","order":155,"text":"No variation of this Agreement is effective unless it is in writing and signed by or on behalf of both Parties. No waiver of any right or remedy under this Agreement is effective unless given in writing, and no waiver of a particular breach constitutes a waiver of any subsequent breach.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3f771e90-357b-49b0-aa4c-ab5d313412d5","order":156,"text":"If any provision of this Agreement is or becomes invalid, illegal or unenforceable in whole or in part, that provision or part shall be deemed deleted or modified to the minimum extent necessary, and the validity and enforceability of the remaining provisions shall not be affected.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0026770e-89b1-42e8-a270-e2bb404d81ef","order":157,"text":"The Company may assign, transfer or novate the benefit of this Agreement to any Group Company or to any person acquiring the whole or any part of the Business, and the Employee consents to any such assignment, transfer or novation. The Employee may not assign, transfer or otherwise dispose of any right or obligation under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"29183865-7587-4064-bbc1-9a87226086de","order":158,"text":"This Agreement may be executed in any number of counterparts, each of which when executed constitutes an original and all of which together constitute one and the same instrument. Signatures transmitted by electronic means and signatures applied electronically shall be valid and binding, and the Parties agree that this Agreement may be executed in electronic form in accordance with the Electronic Transactions Ordinance (Cap. 553), save that, because the statutory provisions giving legal recognition to electronic signatures do not extend to a power of attorney, the appointment contained in the clause entitled \"Further Assurances and Power of Attorney\" shall be effective only if this Agreement is signed in manuscript, and any electronic execution shall be without prejudice to the validity of the remainder of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"90a5d7af-f7ff-4c7b-9977-317fe3dc0ac6","order":159,"text":"This Agreement is executed in two counterparts, one for each Party. The Employee acknowledges having received a signed copy of this Agreement, and the Company shall provide the Employee with a further copy on request at any time during the Employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dbd7cfe8-677b-496c-9178-76a840ceaca2","order":160,"text":"Save that each Group Company may enforce the terms of this Agreement which are expressed to be for its benefit, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any term of it. The consent of any Group Company is not required for any variation, rescission or termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"47e34ee0-cead-4169-82d0-da105c41b30a","order":161,"text":"No provision of this Agreement shall be construed against a Party by reason only of that Party, or its advisers, having drafted or proposed it. Each obligation of the Employee under this Agreement is separate and independent, and is not limited by any other obligation, so that the invalidity or unenforceability of one obligation does not affect any other.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"61cdf1d2-e164-401d-b4bf-473268526cf1","order":162,"text":"This Agreement is made in the English language. If it is translated into any other language, the English version prevails in the event of any inconsistency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"810f785e-944e-4c6f-a3d5-667ae607db0d","order":163,"text":"25. GOVERNING LAW AND JURISDICTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S25"},{"id":"4642c4c6-62fa-4616-9c62-576c9f2d8ba8","order":164,"text":"This Agreement, and any non-contractual obligation arising out of or in connection with it, is governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7fe36e4f-bdcd-492d-bc8a-e8c4c7a4f99d","order":165,"text":"The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of the Hong Kong Special Administrative Region in respect of any dispute or claim arising out of or in connection with this Agreement, its subject matter or its formation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e9f5cd88-8247-4a7f-957c-9baaf76b04da","order":166,"text":"Nothing in this clause limits the right of the Company to apply for injunctive or other interim or protective relief in any court of competent jurisdiction, whether in Hong Kong or elsewhere, in order to protect its Confidential Information, its Trade Secrets or its Intellectual Property Rights.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aa8e162d-2993-489f-a73e-fba2ff5b5999","order":167,"text":"Before commencing proceedings, other than proceedings seeking urgent injunctive or other interim relief, a Party shall notify the other Party in writing of the nature of the dispute and the Parties shall use reasonable endeavours, over a period of not less than fourteen (14) days from that notice, to resolve the dispute amicably, including by mediation administered by the Hong Kong International Arbitration Centre should both Parties so agree.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"31ed5d4b-e771-4e06-a15f-b64b0a64e6b2","order":168,"text":"IN WITNESS WHEREOF this Agreement has been entered into on the date stated at the beginning of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"2532aaa1-1025-4847-8dca-f92c3cf0c982","order":169,"text":"SIGNED for and on behalf of","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"deee0e47-a776-47bb-85f7-51689b8815cd","order":170,"text":"[Full name of the 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