Employment Contract (外资代表处与劳务派遣机构的劳动合同)

Employment contract between Rep. Office & HR Agency Company

甲方：（以下简称“甲方”）

Party A： (Hereinafter Party A)

乙方：__________________________________________________ （以下简称“乙方”）Party B：________________________________________________________ (Hereinafter Party B)

根据《中华人民共和国民法通则》、《中华人民共和国合同法》、《中华人民共和国劳动法》等有关法律规定，本着平等互利的原则，甲、乙双方经过友好协商，就乙方聘用甲方员工等事宜达成本合同。

In accordance with General Principles of Civil Law of the People’s Republic of China, Contract Law of the People’s Republic of China and the Labor Law of the People’s Republic of China and oth er relevant laws and regulations and based on the principles of equality, mutual benefits and friendly consultation, Party A and Party B agree to enter into this Contract concerning such matters as Party B’s employment of Party A’s staff.

第一章聘用与受聘

CHAPTER I EMPLOYMENT AND ACCEPTANCE OF EMPLOYMENT

第一条根据乙方意愿，甲方同意派遣其中国工作人员（下称“受聘员工”）到乙方工作。具体人数，工资等一系列福利详见合同附件。该附件为合同不可分割的组成部分。乙方应在受聘员工的受聘期内按月向甲方支付管理费（含社保费、福利费、服务费或代发工资等各项费用）。

Clause 1 In accordance with Party B’s wish, Party A agrees to dispatch its Chinese staff (hereinafter “the Employed Staff”) to work for Party B. The number of the Employed Staff, their salaries and welfare benefits are defined in the Appendix to the Contract. The Appendix shall be regarded as integral part of the Contract. Party B shall, during its employment of the Employed Staff, pay to Party A, as agreed upon by the two Parties and on monthly basis, personnel management charge (which includes social insurances, benefits, service fee or salaries issued on behalf of Party B for the Employed Staff and other stipulated costs and expenses.)

第二条乙方对甲方派遣的受聘员工可以试用，劳动合同期限满六个月不满一年的，试用期不得超过一个月；合同期限满一年不满三年，试用期不得超过三个月；满三年的，试用期不得超过六个月。试用期满前，乙方对于不符合录用条件的员工，有权结束试用，但应支付其试用期管理费。试用期满转为正式聘用的受聘员工，其受聘期及福利待遇应当自开始试用之日起计算。

Clause 2 Party B may set a probation period for the Employed Staff. The probation period shall not be more than one (1) month if the term of the employment of the Employed Staff is between six (6) months and one (1) year. The probation period shall not be more than three (3) months if the term of the employment of the Employed Staff is between one (1) year and three (3) years. The probation period shall not be more than six (6) months if the term of employment of the Employed Staff reaches or exceeds three (3) years. During the probation period, Party B shall be entitled to terminate with immediate effect the employment of the Employed Staff who do not

meet the terms and conditions set at the time of recruitment; however, Party B shall still pay the management charge incurred before such termination takes place. For the Employed Staff who become formally employed after their probation periods expire, their employment terms with Party B shall be calculated from the date when their probation periods starts.

第二章甲方的权利与义务

CHAPTER II RIGHTS AND LIABILITIES OF PARTY A

第三条甲方应承担下列义务：

Clause 3Party A’s liabilities shall be defined as follows:

3.1 为乙方的受聘员工提供人事管理服务：

3.1 Provide personnel management service for the Employed Staff working for Party B:

3.1.1办理合法聘用手续，存放人事档案，保留其工龄的连续性；

Handle employment formalities for The Employed Staff and ensure legality of the formalities; keep their personnel files, and ensure the continuity of their employment records;

3.1.2按照有关规定，为符合条件受聘员工评定技术职称；

In accordance with relevant regulations and their qualifications, determine professional titles of the Employed Staff;

3.1.3根据实际需要，为乙方受聘员工出具各种与档案管理相关的有关证明等。

Issue statements of confirmation for the Employed Staff based on their personnel files on request.

3.2 教育受聘员工严格遵守中华人民共和国的法律，法规和规章，遵守乙方的工作制度，保守乙方商业秘密。

Educate the Employed Staff to observe strictly the laws, decrees and relevant regulations of the People’s Republic of China, abide by Party B’s corporate rules and regulations, and keep secret Party B’s confiden tial business information.

3.3 应按照《聘用中国工作人员名录》(即：附件一)约定的标准，根据中国法律及其政府规定，为受聘员工缴纳社会保险金并承担相应的福利待遇等费用。具体条款见《关于受聘员工劳动合同的补充材料》(即：附件二)。

Contribute for the Employed Staff social insurances and bear relevant benefit cost in accordance with Chinese laws and relevant rules of the Chinese government and in accordance with the standards agreed upon in the Name List of the Chinese Employed Staff (i.e. Appendix 1). Detailed provisions can be found in Supplement to Labour Contract with the Employed Staff. (i.e. Appendix 2)

3.4 甲方负责协助乙方办理受聘员工的出国手续，但费用由乙方承担。

Party A shall assist Party B in going through the procedures concerning the Employed Staff’s trips abroad on business, however, Party B sh.all bear all the expenses arising out of those

procedures.

3.5 甲方按照有关规定，为符合条件的受聘员工代理职称评聘手续。

In accordance with relevant regulations, go through professional title determination procedures for qualified Employed Staff;

3.6 甲方协助乙方办理受聘员工担任其（首席）代表的手续，费用由乙方承担。

Assist Party B in going through the relevant procedures to help an Employee assume the position of Party B’s chief representative or representative. Party B shall bear all expenses arising out of those relevant formalities.

3.7 甲方在工作时间随时接受乙方关于有关部门颁布的中国法律及其政府关于劳动人事管理、社会保障等方面规定的信息的咨询。

Party A shall, during its normal business hours, provide Party B with such information as the relevant Chinese laws, decrees and regulations of the Chinese government on labor and personnel management and social security.

3.8 甲方因业务需要搬迁办公地址，应提前十五天以书面形式通知乙方，否则，由此造成的损失由甲方承担。

Party A shall give Party B a 15-day written notice before Party A changes its corporate domicile. Otherwise, Party A shall bear all losses of Party B incurred due to the aforementioned change of corporate domicile.

3.9 听取乙方的意见和建议，不断改进服务工作。

Heed the opinions and suggestions of Party B and constantly improve its service.

第四条甲方享有如下权利：

Clause 4 Party A shall have the following rights:

4.1 甲方在员工利益受到严重损害的情况下有权撤回受聘员工，但应提前三十天以书面形式通知乙方，否则，应支付乙方相当于一个月管理费的赔偿费。

Party A shall be entitled to recall an Employed Staff by giving a thirty-day written notice to Party B in the event that his rights and interests have been materially infringed; otherwise, Party A shall pay Party B damages equal to its one month’s management charge.

4.2 甲方有权对乙方违反有关国家法律、规定和本合同条款或者其他损害受聘员工合法权益的行为提出书面意见，乙方应于收到该意见后十个工作日内，以书面形式回复甲方，否则由此造成的甲方及员工权益受损，将全部由乙方承担责任。

Party A shall be entitled to issue a written statement against any of Party B’s violation of the relevant Chinese laws, decrees and regulations, and/or breach of the Clauses set forth in the Contract and/or other acts of infringing the Employed Staff’s legitimate rights and interests. Party B shall give a written reply to Party A within ten work days after receiving the aforesaid complaints. Otherwise, Party B shall bear all responsibilities for the harm and damage so inflicted

upon Party A and the Employed Staff.

第三章乙方的权利与义务

CHAPTER III RIGHTS AND LIABILITIES OF PARTY B

第五条乙方承担下列义务：

Clause 5 Party B shall have the following liabilities:

5.1 乙方应尊重受聘员工的民族习惯和宗教信仰，严禁种族和性别歧视。

Party B shall respect for the Employed Staff’s ethnical habits and religious beliefs. Any racial and sexual discrimination shall be strictly forbidden.

5.2 乙方应根据中国法律及其政府有关劳动安全卫生的规定，为受聘员工提供国家规定标准的工作场所、工作条件和健康检查。

Party B shall, in accordance with the relevant Chinese laws and regulations of the Chinese government on labor security and hygiene, provide the Employed Staff with working places, working conditions and health examination conforming to such regulations .

5.3 乙方应遵守中国法律有关税收的规定，依法代扣代缴或委托甲方代扣代缴受聘员工的个人所得税，未履行上述义务的，由乙方承担相关的责任,若乙方委托甲方进行代扣代缴的，应当签订相关的委托协议。

Party B shall, in accordance with the Chinese laws and the relevant regulations of the Chinese government on taxation, withhold or entrust Party A to withhold the Em ployed Staff’s (including those on probation) income tax. Party B shall be responsible for any failure to observe the aforementioned obligations. Where Party B entrusts such tax withholding to Party A, an agreement for such entrustment shall be concluded by the Parties.

5.4 乙方应根据中国法律及政府有关规定，为受聘员工（包括试用期员工）向甲方支付各类社会保险和福利待遇等费用。

Party B shall, in accordance with the relevant Chinese laws and regulations of the Chinese government, pay through Party A all social insurances and benefits costs for the Employed Staff (including those on probation)

5.5 乙方应根据中国法律及其政府有关工作时间的规定，严格遵守法定工时制度。

Party B shall, in accordance with the relevant Chinese laws and regulations of the Chinese government on working hours, abide by strictly provisions on working hours as set forth in the relevant laws and regulations.

5.6乙方安排受聘员工加班的，应按照下列情况和标准支付加班工资：

Where the Employed Staff are requested by Party B to work overtime, Party B shall pay the Employed Staff remuneration for such overtime working according to the following circumstances and standards:

5.6.1延长工作时间的，支付不低于工资的150%的报酬；