Exhibit 10.1


 


INDEMNIFICATION
AGREEMENT


 


This Indemnification Agreement (the “Agreement”)
is entered into as of
                    ,
by and between SYSWIN Inc., a
company incorporated and existing under the laws of the Cayman Islands (the “Company”),
and the undersigned, a director and/or officer of the Company (“Indemnitee”).


 


RECITALS


 


1.                                       The Company recognizes that highly competent persons are
becoming more reluctant to serve corporations as directors or in other
capacities unless they are provided with adequate protection through insurance
or adequate indemnification against risks of claims and actions against them
arising out of their services to the corporation.


 


2.                                       The Board of Directors of the Company (the “Board”) has
determined that the inability to attract and retain highly competent persons to
serve the Company is detrimental to the best interests of the Company and its
shareholders and that it is reasonable and necessary for the Company to provide
adequate protection to such persons against risks of claims and actions against
them arising out of their services to the Company.


 


3.                                       The Company is willing to indemnify Indemnitee to the
fullest extent permitted by applicable law, and Indemnitee is willing to serve
and continue to serve the Company on the condition that he/she be so
indemnified.


 


AGREEMENT


 


In consideration of the premises and
the covenants contained herein, the Company and Indemnitee do hereby covenant
and agree as follows:


 


A.                                   DEFINITIONS


 


The following terms shall have the
meanings defined below:


 


Expenses shall include damages, judgments, fines, penalties,
settlements and costs, attorneys’ fees and disbursements and costs of
attachment or similar bond, investigations, and any expenses paid or incurred
in connection with investigating, defending, being a witness in, participating
in (including on appeal), or preparing for any of the foregoing in, any
Proceeding (as hereinafter defined).


 


Indemnifiable
Event means any event or
occurrence that takes place either before or after the execution of this
Agreement, related to the fact that Indemnitee is or was a director of the
Company or an officer of the Company or any of its subsidiaries or consolidated
variable interest entities (“VIEs”), or is or was serving at the request of the
Company as a director or officer of another corporation, partnership, joint
venture or other entity, or related to anything done or not done by Indemnitee
in any such capacity.


 

















 


Participant means a person who is a party to, or witness or participant
(including on appeal) in, a Proceeding.


 


Proceeding means any threatened, pending or completed action, suit or
proceeding, or any inquiry, hearing or investigation, whether civil, criminal,
administrative, investigative or other, including appeal, in which Indemnitee
may be or may have been involved as a party or otherwise by reason of an
Indemnifiable Event, including, without limitation, any threatened, pending or
completed action, suit or proceeding by or in the right of the Company.


 


B.                                     AGREEMENT TO INDEMNIFY


 


1.                                       General Agreement.  In the event Indemnitee was, is or becomes a
Participant in, or is threatened to be made a Participant in, a Proceeding, the
Company shall indemnify the Indemnitee from and against any and all Expenses
which Indemnitee incurs or becomes obligated to incur in connection with such
Proceeding, to the fullest extent permitted by applicable law.


 


2.                                       Indemnification of Expenses of Successful Party.  Notwithstanding any
other provision of this Agreement to the contrary, to the extent that Indemnitee
has been successful on the merits in defense of any Proceeding or in defense of
any claim, issue or matter in such Proceeding, Indemnitee shall be
indemnified against all Expenses incurred in connection with such Proceeding or
such claim, issue or matter, as the case may be, offset by the amount of cash,
if any, received by Indemnitee resulting from his/her success therein.


 


3.                                       Partial Indemnification.  If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for a portion of Expenses,
but not for the total amount of Expenses, the Company shall indemnify
Indemnitee for the portion of such Expenses to which Indemnitee is entitled.


 


4.                                       Exclusions.  Notwithstanding anything in this Agreement to
the contrary, Indemnitee shall not be entitled to indemnification under
this Agreement:


 


(a)                                  to the extent that payment is actually made to Indemnitee
under a valid, enforceable and collectible insurance policy;


 


(b)                                 to the extent that Indemnitee is indemnified and actually paid
other than pursuant to this Agreement;


 


(c)                                  in connection with a judicial action by or in the right of
the Company, in respect of any claim, issue or matter as to which Indemnitee
shall have been adjudicated by final judgment in a court of law to be liable
for intentional misconduct  in the performance of his/her
duty to the Company unless and only to the extent that any court in which such
action was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnity for such Expenses as such court
shall deem proper;


 


(d)                                 in connection with any Proceeding initiated by Indemnitee
against the Company, any director or officer of the Company or any other party,
and not by way of defense, unless (i) the Company has joined in or the
Reviewing Party (as hereinafter defined)


 


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has
consented to the initiation of such Proceeding; or (ii) the Proceeding is
one to enforce indemnification rights under this Agreement or any applicable
law;


 


(e)                                  for a disgorgement of profits made from the purchase and
sale by the Indemnitee of securities pursuant to Section 16(b) of the
Securities Exchange Act of 1934, as amended, or similar provisions of any
applicable U.S. state statutory law or common law;


 


(f)                                    brought about by the dishonesty or fraud of Indemnitee
seeking payment hereunder; provided, however, that Indemnitee shall be
protected under this Agreement as to any claims upon which suit may be brought
against him/her by reason of any alleged dishonesty on his/her part, unless a
judgment or other final adjudication thereof adverse to Indemnitee establishes
that he/she committed (i) acts of active and deliberate dishonesty, (ii) with
actual dishonest purpose and intent, and (iii) which acts were material to
the cause of action so adjudicated;


 


(g)                                 for any judgment, fine or penalty which the Company is
prohibited by applicable law from paying as indemnity;


 


(h)                                 arising out of Indemnitee’s personal tax matter; or


 


(i)                                     arising out of Indemnitee’s breach of an employment
agreement with the Company (if any) or any other agreement with the Company or
any of its subsidiaries or VIEs.


 


5.                                       No Employment Rights.  Nothing in this Agreement is intended to
create in Indemnitee any right to continued employment with the Company.


 


6.                                       Contribution.  If the
indemnification provided in this Agreement is unavailable and may not be paid
to Indemnitee for any reason other than those set forth in Section B.4
above, then the Company shall contribute to the amount of Expenses paid in
settlement actually and reasonably incurred and paid or payable by Indemnitee
in such proportion as is appropriate to reflect (i) the relative benefits
received by the Company on the one hand and by Indemnitee on the other hand
from the transaction from which such Proceeding arose, and (ii) the
relative fault of the Company on the one hand and of Indemnitee on the other
hand in connection with the events which resulted in such Expenses, as well as
any other relevant equitable considerations. 
The relative fault of the Company on the one hand and of Indemnitee on
the other hand shall be determined by reference to, among other things, the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent the circumstances resulting in such Expenses.  The Company agrees that it would not be just
and equitable if contribution pursuant to this Section B.6 were determined
by pro rata allocation or any other method of allocation which does not take
account of the foregoing equitable considerations.


 


C.                                     INDEMNIFICATION PROCESS


 


1.                                       Notice and Cooperation By Indemnitee.  Indemnitee shall,
as a condition precedent to his/her right to be indemnified under this
Agreement, give the Company notice in writing as soon as practicable of any
claim made against Indemnitee for which indemnification will or could be sought
under this Agreement.  Notice to the
Company shall


 


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be
given in accordance with Section F.7 below.  In addition, Indemnitee shall give the
Company such information and cooperation as the Company may reasonably request.


 


2.                                       Indemnification Payment.


 


(a)                                  Advancement of Expenses.  Indemnitee may
submit a written request with reasonable particulars to the Company requesting
that the Company advance to Indemnitee all Expenses that may be reasonably
incurred by Indemnitee in connection with a Proceeding.  The Company shall, within ten (10) business
days of receiving such a written request by Indemnitee, advance all requested
Expenses to Indemnitee.  Any excess of
the advanced Expenses over the actual Expenses will be repaid to the Company.


 


(b)                                 Reimbursement of Expenses.  To the extent Indemnitee
has not requested any advanced payment of Expenses from the Company, Indemnitee
shall be entitled to receive reimbursement for the Expenses incurred in
connection with a Proceeding from the Company as soon as practicable after
Indemnitee makes a written request to the Company for reimbursement.


 


(c)                                  Determination by the Reviewing Party.  Notwithstanding
anything foregoing to the contrary, in the event the Reviewing Party (as
hereinafter defined) informs the Company that Indemnitee is not entitled to
indemnification in connection with a Proceeding under this Agreement or
applicable law, the Company shall be entitled to be reimbursed by Indemnitee
for all the Expenses previously advanced or otherwise paid to Indemnitee in
connection with such Proceeding; provided, however, that
Indemnitee may bring a suit to enforce his indemnification right in accordance
with Section C.3 below.


 


3.                                       Suit to Enforce Rights.  Regardless of any action by the Reviewing
Party, if Indemnitee has not received full indemnification within 30 days after
making a written demand in accordance with Section C.2 above, Indemnitee
shall have the right to enforce his/her indemnification rights under this
Agreement by commencing litigation in any court of competent jurisdiction
seeking a determination by the court or challenging any determination by the
Reviewing Party or any breach in any aspect of this Agreement.  Any determination by the Reviewing Party not
challenged by Indemnitee and any final judgment entered by the court shall be binding
on the Company and Indemnitee.


 


4.                                       Assumption of Defense.  In the event the Company is obligated under
this Agreement to advance or bear any Expenses for any Proceeding against
Indemnitee, the Company shall be entitled to assume the defense of such
Proceeding, with counsel approved by Indemnitee, upon delivery to Indemnitee of
written notice of its election to do so. 
After delivery of such notice, approval of such counsel by Indemnitee
and the retention of such counsel by the Company, the Company will not be
liable to Indemnitee under this Agreement for any fees of counsel subsequently
incurred by Indemnitee with respect to the same Proceeding, unless (i) the
employment of counsel by Indemnitee has been previously authorized by the
Company, (ii) Indemnitee shall have reasonably concluded, based on written
advice of counsel, that there may be a conflict of interest of such counsel
retained by the Company between the Company and Indemnitee in the conduct of
any such defense, or (iii) the Company ceases or terminates the employment
of such counsel with respect to the defense of such Proceeding, in any of which
events the fees and expenses of Indemnitee’s counsel shall be at the expense of
the Company.  At all times, Indemnitee
shall have the right to employ counsel in any Proceeding at Indemnitee’s
expense.


 


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5.                                       Defense to Indemnification, Burden of Proof and Presumptions.  It shall be a
defense to any action brought by Indemnitee against the Company to enforce this
Agreement that it is not permissible under this Agreement or applicable law for
the Company to  indemnify
the Indemnitee for the amount claimed. 
In connection with any such action or any determination by the Reviewing
Party or otherwise as to whether Indemnitee is entitled to be indemnified under
this Agreement, the burden of proving such a defense or determination shall be
on the Company.  Neither the failure of
the Reviewing Party or the Company to have made a determination prior to the
commencement of such action by Indemnitee that indemnification is proper under
the circumstances because Indemnitee has met the standard of conduct set forth
in applicable law, nor an actual determination by the Reviewing Party or the
Company that Indemnitee had not met such applicable standard of conduct shall
be a defense to the action or create a presumption that Indemnitee has not met
the applicable standard of conduct.


 


6.                                       No Settlement Without Consent.  Neither party to this Agreement shall settle
any Proceeding in any manner that would impose any damage, loss, penalty or
limitation on Indemnitee without the other party’s written consent.  Neither the Company nor Indemnitee shall
unreasonably withhold its consent to any proposed settlement.


 


7.                                       Company Participation.  Subject to Section B.6, the Company
shall not be liable to indemnify the Indemnitee under this Agreement with
regard to any judicial action if the Company was not given a reasonable and
timely opportunity, at its expense, to participate in the defense, conduct
and/or settlement of such action.


 


8.                                       Reviewing Party.


 


(a) 
For purposes of this Agreement, the Reviewing Party with respect to each
indemnification request of Indemnitee shall be (A) the Board of Directors
by a majority vote of a quorum consisting of Disinterested Directors (as
hereinafter defined), or (B) if a quorum of the Board of Directors
consisting of Disinterested Directors is not obtainable or, even if obtainable,
said Disinterested Directors so direct, Independent Counsel (as hereinafter
defined) in a written opinion to the Board of Directors, a copy of which shall
be delivered to Indemnitee; and, if it is determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within ten (10) days
after such determination.  Indemnitee
shall cooperate with the person, persons or entity making such determination
with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any
documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination.  Any
Independent Counsel or member of the Board of Directors shall act reasonably
and in good faith in making a determination under this Agreement of the
Indemnitee’s entitlement to indemnification. 
Any reasonable costs or expenses (including reasonable attorneys’ fees
and disbursements) incurred by Indemnitee in so cooperating with the person,
persons or entity making such determination shall be borne by the Company
(irrespective of the determination as to Indemnitee’s entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold
Indemnitee harmless therefrom to the extent as aforesaid.  “Disinterested Director” means a
director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.


 


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(b) 
If the determination of entitlement to indemnification is to be made by
Independent Counsel, the Independent Counsel shall be selected as provided in
this Section C.8(b).  The
Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall
request that such selection be made by the Board of Directors, in which event
the Board of Directors by a majority vote of a quorum consisting of
Disinterested Directors shall select), and Indemnitee shall give written notice
to the Company advising it of the identity of the Independent Counsel so
selected.  In either event, Indemnitee
or the Company, as the case may be, may, within 10 days after such written
notice of selection shall have been given, deliver to the Company or to
Indemnitee, as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section C.8(d) of this Agreement, and the objection
shall set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection, the
person so selected shall act as Independent Counsel.  If a written objection is made and
substantiated, the Independent Counsel selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit.  If
the determination of entitlement to indemnification is to be made by
Independent Counsel, but within 20 days after submission by Indemnitee of a
written request for indemnification, no Independent Counsel shall have been
selected and not objected to, then the Board of Directors by a majority vote
shall select the Independent Counsel.  The
Company shall pay any and all reasonable fees and expenses of Independent
Counsel incurred by such Independent Counsel in connection with acting under
this Agreement, and the Company shall pay all reasonable fees and expenses
incident to the procedures of this Section C.8(b), regardless of the
manner in which such Independent Counsel was selected or appointed.


 


(c) 
In making a determination with respect to entitlement to indemnification
hereunder, the Reviewing Party shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for
indemnification in accordance with this Agreement, and the Company shall have
the burden of proof to overcome that presumption in connection with the making
by any person, persons or entity of any determination contrary to that
presumption.  The termination of any
Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement (with or without court approval), conviction, or upon a plea of nolo  contendere
or its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was
unlawful.  For purposes of any
determination of good faith, Indemnitee shall be deemed to have acted in
good faith if Indemnitee’s action is based on the records or books of account
of the Company and any other corporation, partnership, joint venture or other
entity of which Indemnitee is or was serving at the written request of the
Company as a director, officer, employee, agent or fiduciary, including
financial statements, or on information supplied to Indemnitee by the officers
and directors of the Company or such other corporation, partnership, joint
venture or other entity in the course of their duties, or on the advice of
legal counsel for the Company or such other corporation, partnership, joint
venture or other entity or on information or records given or reports made to
the Company or such other corporation, partnership, joint venture or other
entity by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Company or such other
corporation, partnership, joint venture or other entity.  In addition, the knowledge and/or actions, or
failure to act, of any director, officer, agent or employee of the Company or
such other corporation, partnership, joint


 


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venture
or other entity shall not be imputed to Indemnitee for purposes of determining
the right to indemnification under this Agreement.  The provisions of this Section C.8(c) shall
not be deemed to be exclusive or to limit in any way the other circumstances in
which Indemnitee may be deemed to have met the applicable standard of conduct
set forth in this Agreement.


 


(d) 
“Independent Counsel” means a law firm, or a member of a law firm, that
is experienced in matters of corporation law and neither presently is, nor in
the past five (5) years has been, retained to represent (i) the
Company or Indemnitee in any matter material to either such party (other than
with respect to matters concerning Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements), or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. 
The Company agrees to pay the reasonable fees of the Independent Counsel
referred to above.


 


D.                                    DIRECTOR AND OFFICER LIABILITY INSURANCE


 


1.                                       Good Faith Determination.  The Company shall from time to time make the
good faith determination whether or not it is practicable for the Company to
obtain and maintain a policy or policies of insurance with reputable insurance companies
providing the officers and directors of the Company with coverage for losses
incurred in connection with their services to the Company or to ensure the
Company’s performance of its indemnification obligations under this Agreement.


 


2.                                       Coverage of Indemnitee.  To the extent the Company maintains an
insurance policy or policies providing directors’ and officers’ liability
insurance, Indemnitee shall be covered by such policy or policies, in
accordance with its or their terms, to the maximum extent of the coverage
available for any of the Company’s directors or officers.


 


3.                                       No Obligation.  Notwithstanding the foregoing, the Company
shall have no obligation to obtain or maintain any director and officer
insurance policy if the Company determines in good faith that such insurance is
not reasonably available in the case that (i) premium costs for such
insurance are disproportionate to the amount of coverage provided, (ii) the
coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit, or (iii) Indemnitee is covered by similar insurance
maintained by a parent, subsidiary or VIE of the Company.


 


E.                                      NON-EXCLUSIVITY; FEDERAL PREEMPTION; TERM


 


1.                                       Non-Exclusivity.  The indemnification provided by this
Agreement shall not be deemed exclusive of any rights to which Indemnitee may
be entitled under the Articles of Association, applicable law or any written
agreement between Indemnitee and the Company (including its subsidiaries and
VIEs).  The indemnification provided under
this Agreement shall continue to be available to Indemnitee for any action
taken or not taken while serving in


 


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an
indemnified capacity even though he/she may have ceased to serve in any such
capacity at the time of any Proceeding.


 


2.                                       Federal Preemption.  Notwithstanding the foregoing, both the
Company and Indemnitee acknowledge that in certain instances, U.S. federal law
or public policy may override applicable law and prohibit the Company from
indemnifying its directors and officers under this Agreement or otherwise.  Indemnitee acknowledges that the U.S.
Securities and Exchange Commission (the “SEC”) believes that indemnification
for liabilities arising under certain federal
securities laws is against public policy and is, therefore, unenforceable and  that
the Company has undertaken or may be required in the future to undertake with
the SEC to submit the question of indemnification to a court in certain
circumstances for a determination of the Company’s right under public policy to
indemnify Indemnitee.


 


3.                                       Duration of Agreement.  All agreements and
obligations of the Company contained herein shall continue during the period
Indemnitee is an officer and/or a director of the Company (or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise) and
shall continue thereafter so long as Indemnitee shall be subject to any
Proceeding by reason of his/her former or current capacity at the Company or
any other enterprise at the Company’s request, whether or not he/she is acting
or serving in any such capacity at the time any Expense is incurred for which
indemnification can be provided under this Agreement.  This Agreement shall continue in effect
regardless of whether Indemnitee continues to serve as an officer and/or a
director of the Company or any other enterprise at the Company’s request.


 


F.                                      MISCELLANEOUS


 


1.                                       Amendment of this Agreement.  No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing by the parties
hereto.  No waiver of any of the
provisions of this Agreement shall operate as a waiver of any other provisions
(whether or not similar), nor shall such waiver constitute a continuing
waiver.  Except as specifically provided
in this Agreement, no failure to exercise or any delay in exercising any right
or remedy shall constitute a waiver.


 


2.                                       Subrogation.  In the event of payment to Indemnitee by the Company
under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, who shall execute all
papers required and shall do everything that may be necessary to secure such
rights, including the execution of such documents necessary to enable the
Company to bring suit to enforce such rights.


 


3.                                       Assignment; Binding Effect.  Neither this Agreement nor any of the rights
or obligations hereunder may be assigned by either party hereto without the
prior written consent of the other party; except that the Company may, without
such consent, assign all such rights and obligations to a successor in interest
to the Company which assumes all obligations of the Company under this
Agreement.  Notwithstanding the
foregoing, this Agreement shall be binding upon and inure to the benefit of and
be enforceable by and against the parties hereto and the Company’s successors
(including any direct or indirect successor by purchase, merger, consolidation,
or otherwise to all or substantially all of the


 


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business and/or assets of the
Company) and assigns, as well as Indemnitee’s spouses, heirs, and personal and
legal representatives.


 


4.                                       Severability and Construction.
 Nothing in this Agreement is intended to
require or shall be construed as requiring the Company to do or fail to do any
act in violation of applicable law.  The
Company’s inability, pursuant to a court order, to perform its obligations
under this Agreement shall not constitute a breach of this Agreement.  In addition, if any portion of this Agreement
shall be held by a court of competent jurisdiction to be invalid, void, or
otherwise unenforceable, the remaining provisions shall remain enforceable to
the fullest extent permitted by applicable law. 
The parties hereto acknowledge that they each have opportunities to have
their respective counsel review this Agreement. 
Accordingly, this Agreement shall be deemed to be the product of both of
the parties hereto, and no ambiguity shall be construed in favor of or against
either of the parties hereto.


 


5.                                       Counterparts.  This Agreement may be executed in two
counterparts, both of which taken together shall constitute one instrument.


 


6.                                       Governing Law.  This agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto hereunder
shall be governed, construed and interpreted in accordance with the laws of the
State of New York, U.S.A., without giving effect to conflicts of law provisions
thereof.


 


7.                                       Notices.  All notices, demands, and other
communications required or permitted under this Agreement shall be made in
writing and shall be deemed to have been duly given if delivered by hand,
against receipt, or mailed, postage prepaid, certified or registered mail,
return receipt requested, and addressed to the Company at:


 


SYSWIN Inc.

9/F Syswin
Building


No. 316 Nan
Hu Zhong Yuan, Chaoyang District


Beijing 100102


People’s Republic of China


Attn:


 


and to Indemnitee at:


 


 


 


 


 


Attn:


Tel:


Fax:


 


8.                                       Entire Agreement.  This Agreement constitutes the entire
agreement and supersedes all prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereof.


 


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(Signature page follows)


 


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IN WITNESS WHEREOF, the parties
hereto execute this Agreement as of the date first written above.


 


	
  COMPANY

  	
   

  
	
   

  	
   

  
	
  SYSWIN Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  INDEMNITEE