Web Layout Copyright License Agreement
 [Date] [Location]
 The Licensor:
    
    Baidu Online Network Technology (Beijing) Co., Ltd.Legal Address:The Licensee:
    
    [Name of the consolidated affiliated PRC entity](the Company)Legal Address:
 WHEREAS
 1.
    
    The Licensor, a wholly foreign-owned enterprise registered in Beijing under the laws of the
Peoples Republic of China (the PRC), owns the web layout copyright of the following
websites:  (the Copyright).
 2.
    
    The Licensee, a company registered in [Location]under the laws of the PRC, is licensed by
[Licensing Agency]to carry out the business of [Business]and operates [Same websites as
listed in the preceding paragraph](the Websites).
 3.
    
    The Licensor agrees to license the right to use the Copyright to the Licensee in accordance
with the terms and conditions set forth herein and the Licensee agrees to accept the license
on the terms and conditions set forth herein.
 NOW THEREFORE
 1.
    
    Granting of License
 1.1
    
    The Web Layout Copyright
 1.1.1
    
    Upon the terms and conditions hereinafter set forth, the Licensor
hereby grants to the Licensee and the Licensee hereby accepts the right to use the
Copyright in the PRC.1.1.2
    
    The Licensor shall have the sole and exclusive ownership of the
Copyright, including all improvements, updates, derivative products and
intellectual property rights thereof, whether such improvements, updates,
derivative products and intellectual property rights are made by the Licensor or
the Licensee. The rights and obligations under this paragraph shall survive the
termination of this Agreement.
 1.2
    
    Scope
 1.2.1
    
    The right to use the Copyright granted by the Licensor to the
Licensee is effective only for the business operation of the Websites by the
Licensee. The Licensee agrees that it will not use, or authorize any use, directly
or indirectly, of the Copyright on any other website or media, unless otherwise
provided for in this Agreement.
 1.2.2
    
    The right to use the Copyright granted by the Licensor to the
Licensee is effective only in the PRC. The Licensee agrees not to use or authorize
any use of the Copyright, directly or indirectly, in any other region.
 1.2.3
    
    The Licensor shall not license a third party to use the Copyright
without the consent of the Licensee.
 2.
    
    Terms of PaymentThe Licensee agrees to pay the Licensor license fees in the amounts and the manner as set
forth in Appendix 1.




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3.
    
    Intellectual Property and Confidentiality
 3.1
    
    The Licensee shall use its reasonable effort to protect and maintain the
confidentiality of any and all data and information from the Licensor marked as or known
by the Licensee to be confidential (collectively, the Confidential Information). Upon
termination of this Agreement, the Licensee shall return any Confidential Information to
the Licensor or destroy it itself, delete any Confidential Information from any
electronic devices and cease to use such Confidential Information as required by the
Licensor. The Licensee shall not disclose, grant or transfer any Confidential
Information to any third party without the Licensors written consent.3.2
    
    Both parties agree that this Article 4 shall survive the invalidity, amendment,
cancellation, termination or unenforceability of this Agreement.
 4.
    
    Representations and Warranties
 4.1
    
    The Licensor represents and warrants as follows:
 4.1.1
    
    It is a company duly registered in Beijing, PRC and validly existing
under the laws of the PRC;4.1.2
    
    It has the exclusive ownership of the Copyright.4.1.3
    
    The execution and performance of this Agreement by it are within its
corporate power and business scope. It has taken all necessary actions and
obtained all necessary consents or approvals by third parties or government
agencies. The execution and performance of this Agreement by it do not violate
the laws and contracts binding upon or influencing it; and4.1.4
    
    Upon execution, this Agreement will constitute a legal, valid and
binding obligation of the Licensor enforceable against the Licensor in accordance
with its terms.
 4.2
    
    The Licensee represents and warrants as follows:
 4.2.1
    
    It is a company duly registered in [Location] and validly existing
under the laws of the PRC and is licensed by [Licensing Agency] to engage in the
business of [Business];4.2.2
    
    The execution and performance of this Agreement by it are within its
corporate power and business scope. It has taken all necessary actions and
obtained all necessary consents or approvals by third parties or government
agencies. The execution and performance of this Agreement by it do not violate
the laws and contracts binding upon or influencing it; and4.2.3
    
    Upon execution, this Agreement will constitute a legal, valid and
binding obligation of the Licensee enforceable against the Licensee in accordance
with its terms.
 5.
    
    Licensors Ownership and Protection of Licensors Rights
 5.1
    
    The Licensor agrees, during the term of this Agreement and thereafter, not
challenge the ownership and other rights of the Copyright by the Licensor, the
effectiveness of this Agreement or conduct any other action that is deemed by the
Licensor as harmful to its ownership, other rights and license of the Copyright.5.2
    
    The Licensee agrees to provide necessary assistance to the Licensor to protect
the licensors rights with respect to the Copyrights. In the event that third parties
make claims with respect to the Copyright, the Licensor may, at its discretion, respond
to such claim in its own name, in the name of the Licensee or in the name of both the
Licensor and the Licensee. If any third party infringes upon the Copyright, the Licensee
shall notify the Licensor immediately in writing of such infringement of which the
Licensee has knowledge, and only the Licensor has the right to take actions against such
infringing parties.
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5.3
    
    The Licensee agrees that it shall use the Copyright only in accordance with this
Agreement and shall not to use the Copyright in any manner that could be deemed by the
Licensor to be fraudulent, misleading or otherwise harmful to the Copyright or the
reputation of the Licensor.
 6.
    
    Effective Date and Term
 6.1
    
    This Agreement shall be executed and become effective as of the date first set
forth above. The term of this Agreement is five (5) years unless terminated earlier
pursuant to this Agreement.
 6.2
    
    This Agreement may be extended automatically for one year upon its expiration
(including the expiration of any extended term) unless the Licensor prior to the
expiration hereof gives written notice not to extend this Agreement.
 7.
    
    Termination
 7.1
    
    This Agreement shall terminate on the date of expiration or the date of the
expiration of extended terms when the Licensor notifies the Licensee in writing not to
extend this Agreement.
 7.2
    
    Without prejudice to any legal or other rights or remedies of the party who asks
for termination of this Agreement, any party has the right to terminate this Agreement
immediately with written notice to the other party in the event the other party
materially breaches this Agreement including but not limited to Article 3 of this
Agreement and fails to cure such breach within 30 days from the date the breaching party
receives the written notice of its breach from the non-breaching party. During the term
of this Agreement, the Licensor may terminate this Agreement at any time by providing
written notice to the Licensee within 30 days before such termination.7.3
    
    Articles 1.1.2, 3, 5 and 10 shall survive the termination or expiration of this
Agreement.
 8.
    
    Effect of Termination or ExpirationUpon and after the expiration or termination of this Agreement, all rights granted to the
Licensee hereunder shall forthwith revert to the Licensor, which shall be free to license the
right to use the Copyright to others and the Licensee cease any further direct or indirect
use of the Copyright.
 9.
    
    Force Majeure
 9.1
    
    Force Majeure, which includes but not limited to acts of governments, acts of
nature, fires, explosions, typhoons, floods, earthquakes, tides, lightning or war, means
any unforeseen event that is beyond the partys reasonable control and cannot be
prevented with reasonable care of the affected party. However, any insufficiency of
creditworthiness, capital or financing shall not be regarded as an event beyond the
partys reasonable control. The party affected by Force Majeure and seeking exemption
from performing the obligations under this Agreement shall inform the other party of
such exemption and any action taken by it in performing this Agreement.9.2
    
    In the event that the affected party is delayed in or prevented from performing
its obligations under this Agreement by Force Majeure, and only to the extent such delay
and prevention, the affected party shall not be liable for obligations under this
Agreement. The affected party shall take appropriate measures to minimize or remove the
effects of Force Majeure and attempt to resume the performance of the obligations that
were delayed or prevented by the event of Force Majeure. Once the event of Force Majeure
is removed, both parties agree to resume the performance of this Agreement using their
best efforts.
 10.
    
    Settlement of DisputesAny 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 within thirty (30) days after either party
makes a request for a dispute resolution 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
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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 parties.
 11.
    
    NoticesNotices or other communications required to be given by any party pursuant to this Agreement
shall be written in English and Chinese and delivered personally or sent by registered mail
or postage prepaid mail or by a recognized courier service or by facsimile transmission to
the address of each relevant party or both parties set forth below or such other address or
addressees as specified by such party from time to time. The date when the notice is deemed
to be duly served shall be determined as follows: (a) a notice delivered personally is deemed
duly served upon delivery; (b) a notice sent by mail is deemed duly served the tenth (10th)
day after the date when the postage prepaid registered airmail was sent out (as is shown on
the postmark), or the fourth (4th) day after the delivery date to the
internationally-recognized courier service agency; and (c) a notice sent by facsimile
transmission is deemed duly served upon the receipt time as is shown on the transmission
confirmation for relevant documents.
 Licensor:
    
    Baidu Online Network Technology (Beijing) Co., Ltd.Address:Attn:Facsimile:
    
    [86 10 8260-7009]Tel:
    
    [86 10 8262-1188]Licensee:
    
    [Name of the consolidated affiliated PRC entity]Address:Attn:Facsimile:Tel:
 12.
    
    Assignment and Sublicense
 12.1
    
    The rights and obligations licensed by the Licensor to the Licensee pursuant to
this Agreement shall not be assigned, pledged or sublicensed without the prior written
consent of the Licensor.
 12.2
    
    The Licensee hereby agrees that the Licensor may transfer the rights and
obligations under this Agreement to any third party at its discretion, and such transfer
shall only be subject to a written notice to the Licensee by the Licensor, and no
further consent from the Licensee will be required.
 13.
    
    Applicable LawThe validity, performance and interpretation of this Agreement shall be governed by the laws
of the PRC.
 14.
    
    Amendment or SupplementThe parties may amend or supplement this Agreement by written agreement. The amendments or
supplements to this Agreement duly executed by both parties shall form an integral part of
this Agreement and shall have the same legal effect as this Agreement.
 15.
    
    SeverabilityIf any provision of this Agreement is judged to be invalid or unenforceable because it is
inconsistent with applicable laws, such invalidity or unenforceability shall be only with
respect to such laws, and the validity, legality and enforceability of the other provisions
hereof shall not be affected.
 16.
    
    AppendicesThe Appendices to in this Agreement shall form an integral part of this Agreement and shall
have the same legal effect as this Agreement.
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IN WITNESS WHEREOF,
 Licensor: Baidu Online Network Technology (Beijing) Co., Ltd.
 Authorized Representative:Name:Title:
 Licensee: [Name of the consolidated affiliated PRC entity]
 Authorized Representative:Name:Title:
 5