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h)  Graft and Invitation to Graft

                             An  Employee  shall  not  in  any  manner  or  form  offer  on  behalf  of  the
                             Company or receive an offer of graft or a bribe for his own benefit, or for
                             the benefit of his relatives or his family.

                         i)  Intellectual Property

                             “Intellectual Property” means any and all intellectual property in any form
                             or stage of development, including but not limited to any idea, concept,
                             design,  prototype,  product  configuration,  invention,  improvement,
                             modification,  patentable  subject  matter,  method,  process,  technique,
                             procedure,  system,  plan,  model,  program,  software  or  code,  data,
                             specification, drawing, diagram, flow chart, documentation, know- how,
                             work  of  authorship,  copyrightable  subject  matter,  derivative  work,
                             trademark  or  trade  name,  and  any  other  subject  matter,  material  or
                             information that qualifies and/or is considered by the Company to qualify
                             for patent, copyright, trademark, trade dress, trade secret, or any other
                             protection under any law providing or creating intellectual property rights.

                             Intellectual  Property  also  includes  confidential  information  learned,
                             obtained  or  developed  in  connection  with  employment,  such  as
                             specifications, financial data, personnel information, market information,
                             business arrangements and other non-public information of the Company
                             or the Group.

                             If  during  the  tenure  of  employment  with  the  Company,  an  Employee
                             either  alone  or  jointly  with  any  other  persons  make  or  devise  any
                             intellectual property, he shall disclose truly and fully to the Company and
                             deliver to the Company all documents, working papers, specifications,
                             software programs or formula pertaining to the above, which may be in
                             his control, possession or custody.

                             The Employee shall cooperate with the Management and to assist in the
                             preparation and execution of all documents relating to any effort by or on
                             behalf of the Company to apply for, obtain, maintain, transfer, or enforce
                             any  intellectual  property  right  relating  to  any  patent,  trademark  or
                             copyright, at the request and expense of the Company.

                         j)  Return of Company’s Assets

                             Employees  are  responsible  for  all  the  Company’s  property,  materials,
                             documents, keys or data (whether imprinted form or otherwise) issued to
                             them  or  in  their  possession  or  control.  Employees  must  return  all  the
                             Company’s asset that is in their possession in the event of termination of
                             employment  for  whatever  reasons.  In  the  event  the  said  asset  is  not
                             returned  as  required,  the  Company  may  take  all  action  deemed
                             appropriate to recover or protect its assets.







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