Operating Agreement
 [Location] [Date]
 Party A:
    
    Baidu Online Network Technology (Beijing) Co., Ltd.Address:
    
    12/F., Ideal International Plaza, No. 58 North-West 4th Ring,
Haidian District, Beijing, PRC, 100080Party B:
    
    [Name of the consolidated affiliated PRC entity]Address:Party C:
    
    [An individual]Address:Party D:
    
    [An individual]Address:
 WHEREAS:
 1.
    
    Party A is a wholly foreign-owned enterprise duly incorporated and validly existing under the
laws of the Peoples Republic of China (the PRC), which has the technology expertise and
practical experience in the development and design of computer software, and also has rich
experience and a team of professionals specializing in information technology and service;2.
    
    Party B is a limited liability company duly incorporated and validly existing under PRC law,
which is licensed by [Licensing Agency] to carry out the business of [Business];3.
    
    Party C and Party D are shareholders of Party B, in which Party C owns ___% and Party D owns
___% of the equity interest;4.
    
    Party A has established a business relationship with Party B by entering into an Exclusive
Technology Consulting and Services Agreement ( the Services Agreement) and a Web Layout
Copyright License Agreement;5.
    
    Pursuant to the above-mentioned agreements between Party A and Party B, Party B shall pay
certain sums of money to Party A. However, no account payable under those agreements has been
paid, and the daily operations of Party B will have a material effect on Party Bs ability to
pay such account payable to Party A;
 NOW THEREFORE,
 1.
    
    Party A agrees, subject to the satisfaction of the relevant provisions herein by Party B, to
be the guarantor of Party B in the contracts, agreements or transactions entered into between
Party B and any third party in connection with Party Bs business and operations, to provide
full guarantees for the performance of such contracts, agreements or transactions by Party B.
As counter-guarantee, Party B agrees to pledge the accounts receivable in its operations and
all of its assets to Party A. According to the aforesaid guarantee arrangement, Party A, when
necessary, is willing to enter into written guarantee contracts with Party Bs counterparties
to assume the guarantors liabilities. Party B, Party C and Party D shall take all necessary
actions (including, but not limited to, executing the relevant documents and filing the
relevant registrations) to carry out the counter-guarantee arrangement with Party A.2.
    
    In consideration of the requirements of Article 1 hereof and to ensure the performance of the
various business agreements between Party A and Party B and the payment by Party B of the
amounts payable to
Party A thereunder, Party B, together with its shareholders Party C and Party D, hereby
jointly agree that, without Party As prior written consent, Party B shall not engage in any
transaction that may materially affect its assets, liabilities, rights or operations (except
that Party B may, in the ordinary course of its business, enter into business contracts or
agreements, sell or purchase assets and create liens in favor of relevant counter parties as
required by law.), including, but not limited to, the following:




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2.1
    
    To borrow money from any third party or assume any debt;2.2
    
    To sell to or acquire from any third party any asset or rights, including, but
not limited to, any intellectual property rights;2.3
    
    To provide guarantee for any third party using its assets or intellectual
property rights as collaterals; or2.4
    
    To assign to any third party its business contracts.
 3.
    
    In order to ensure the performance of the various business agreements between Party A and
Party B and the payment by Party B of the amounts payable to Party A thereunder, Party B,
together with its shareholders Party C and Party D, hereby jointly agree to accept advices and
guidance provided by Party A from time to time relating to its corporate policies on matters
such as employment and dismissal of employees, daily operations and management, and financial
management.4.
    
    Party B, together with its shareholders Party C and Party D, hereby jointly agree that Party
C and Party D shall appoint candidates recommended by Party A as directors of Party B, and
Party B shall appoint Party As senior executive officers recommended by Party A as its
president, chief financial officer and other senior executive officers. If any of the
above-mentioned senior executive officers of Party A leaves Party A, whether voluntarily or as
a result of dismissal by Party A, he or she shall also lose his/her right to hold any position
at Party B, and Party B shall appoint other senior executive officers of Party A recommended
by Party A to fill such a position. The persons recommended by Party A in accordance with this
Article 5 shall comply with the legal requirements regarding the qualifications of directors,
presidents, chief financial officers, and other senior executive officers.5.
    
    Party B, together with its shareholders Party C and Party D, hereby jointly agree and confirm
that Party B shall first seek a guarantee from Party A if Party B needs any guarantee for its
performance of any of its contracts or for any borrowing for working capital purposes in the
course of its operations. In such cases, Party A shall have the right, but not the obligation,
to provide the appropriate guarantee to Party B at Party As sole discretion. If Party A
decides not to provide such a guarantee, Party A shall immediately issue a written notice to
Party B and Party B may seek a guarantee from third parties.6.
    
    In the event that any of the agreements between Party A and Party B terminates or expires,
Party A shall have the right, but not the obligation, to terminate all agreements between
Party A and Party B including, but not limited to, the Services Agreement.7.
    
    Any amendment or supplement to this Agreement shall be made in writing. The amendment or
supplement duly executed by all parties shall form an integral part of this Agreement and
shall have the same legal effect as this Agreement.8.
    
    Should any provision of this Agreement be held invalid or unenforceable because of
inconsistency with applicable laws, such provision shall be invalid or unenforceable only to
the extent of such applicable laws without affecting the validity or enforceability of the
remainder of this Agreement.9.
    
    Party B shall not assign its rights and obligations under this Agreement to any third party
without the prior written consent of Party A. Party B hereby agrees that Party A may assign
its rights and obligations under this Agreement as Party A sees fit, in which case Party A
only needs to give a written notice to Party B and no further consent of Party Bs is required.10.
    
    Each party acknowledges and confirms that any oral or written materials exchanged pursuant to
this Agreement are confidential. Each party shall keep confidential all such materials and not
disclose any such materials to any third party without the prior written consent from the
other party except in the following situations: (a) such materials are or will become known by
the public (through no fault of the
receiving party); (b) any materials as required to be disclosed by the applicable laws or
rules of the stock exchange; and (c) any materials disclosed by each party to its legal or
financial advisors relating to the transactions contemplated by this Agreement, and such
legal or financial advisors shall comply with the confidentiality provisions set forth in
this Article 10. Any disclosure of confidential information by the personnel of any party or
by the institutions engaged by such party shall be deemed as a disclosure by
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such party, and
such party shall be liable for the breach under this Agreement. This Article 10 shall
survive the invalidity, cancellation, termination or unenforceability of this Agreement for
any reason.
 11.
    
    This Agreement shall be governed by and interpreted in accordance with the laws of the PRC.12.
    
    Any dispute arising in connection with the interpretation and performance of the provisions
of this Agreement shall be resolved by the parties in good faith through negotiations. In
case no resolution can be reached by the parties through negotiations, either party may refer
such dispute to the China International Economic and Trade Arbitration Commission (the
CIETAC) for arbitration in accordance with CIETACs arbitration rules then in effect. The
seat of arbitration shall be in Beijing, and the language of the proceedings shall be Chinese.
The arbitral award shall be final and binding upon both of the Parties.13.
    
    This Agreement shall be executed by a duly authorized representative of each party and become
effective as of the date first written above.14.
    
    Notwithstanding Article 13 hereof, once effective, this Agreement shall constitute the entire
agreement of the parties hereto with respect to the subject matters hereof and supersede all
prior oral and/or written agreements and understandings by the parties with respect to the
subject matters hereof.15.
    
    The term of this Agreement is ten (10) years unless terminated earlier in accordance with the
provisions of this Agreement or related agreements entered into by the parties. This Agreement
may be extended only with the written consent of Party A before its expiration. The term of
the extension shall be decided by the parties through negotiation. If the duration of
operation (including any extension thereof) of Party A or Party B is expired or terminated for
other reasons within the aforesaid term of this Agreement, this Agreement shall be terminated
simultaneously, unless such party has already assigned its rights and obligations hereunder in
accordance with Article 9 hereof.16.
    
    This Agreement will terminate on the expiration date unless it is renewed in accordance with
the relevant provision herein. During the term of this Agreement, Party B shall not terminate
this Agreement. Notwithstanding the above stipulation, Party A shall have the right to
terminate this Agreement at any time by issuing a thirty (30) days prior written notice to
Party B.17.
    
    This Agreement shall be executed in four originals, with each party holding one original.
All originals shall have the same legal effect.
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IN WITNESS THEREOF,
 Party A: Baidu Online Network Technology (Beijing) Co., Ltd.
 
  Party B: [Name of the consolidated affiliated PRC entity]
 
  Party C: [An individual]
 
 Party D: [An individual]
 
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