Exhibit
10.15


 


TRADEMARK LICENSE AGREEMENT


 


This TRADEMARK LICENSE AGREEMENT (this “Agreement”)
is made by and between:


 


Beijing Syswin Zhi Di Investment Co., Ltd., a company with limited liabilities organized and validly existing
under the laws of the People’s Republic of China (“PRC”), with its registered
address at Suite 4007, Beijing International Convention Center, 8 Beichen
Donglu, Chaoyang District, Beijing (“Party A” or the “Licensor”); and


 


Beijing Syswin Xing Ye Real Estate Brokerage
Company Limited, a company with limited
liabilities organized and validly existing under the laws of the PRC, with its
registered address at Suite E7-03, 8 Longyuan Road, Shilong Industrial
Parkt, Mentougou District, Beijing (“Party B” or the “Licensee”).


 


(Party A and Party B individually, a “Party”;
collectively, the “Parties”)


 


Pursuant to the Patent Law of the PRC and relevant
laws and regulations, the Parties agree as follows in respect of the use of the
certain trademarks through negotiations:


 


1.                                      TRADEMARKS LICENSED UNDER THIS AGREEMENT


 


	
  Serial number

  	
   

  	
  Trademark application

  No./registration No.

  	
   

  	
  Trademark name

  	
   

  	
  Category

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  5608134

  	
   

  	
  

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  7594982

  	
   

  	
  

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  7597950

  	
   

  	
  

  	
   

  	
  41

  



 


2.                                      SCOPE OF THE USE OF THE LICENSED TRADEMARK


 


2.1                                 Category and name of the services licensed under this Agreement: any and
all categories and names described in the trademark license certificate.


 


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2.2                                 Licensed area: worldwide.


 


2.3                                 Nature of the license: general use.


 


3.                                      FILING OF THE TRADEMARK LICENSE AGREEMENT


 


Party B shall be responsible to effect the process
for the filing of the Agreement on its own expense.


 


4.                                      RENEWAL AND TRANSFER OF TRADEMARK


 


4.1                                 Party A shall perform renewal and other processes necessary to ensure
validity of the trademarks licensed under this Agreement until expiration of
the term of these trademarks.


 


4.2                                 Without prior written consent of Party B, Party A may not transfer any
of the trademarks licensed hereunder during the term of this Agreement,.  If Party B agrees to such transfer in
writing, Party A shall cause the transferee in such transfer to continue
performing this Agreement or to enter into a new trademark license agreement
with Party B the terms of which shall be the same with those under this
Agreement.


 


5.                                      TERM


 


This Agreement shall be effective upon its
signature and have perpetual effect.


 


6.                                      TRADEMARK LICENSE FEE


 


Party A hereby acknowledges that no trademark
license fee is payable by Party B to Party A during the term of this Agreement.


 


7.                                      RELISENSE


 


Party A hereby agrees and authorizes Party B to
relicense any of the trademarks licensed under this Agreement to any of its
direct or indirect subsidiaries, or SYSWIN Inc. or any of its direct or
indirect subsidiaries for any of the uses licensed to Party A during the term
of this Agreement, provided that prior notice of such relicense shall be made
to Party A in writing.


 


8.                                      BREACH LIABILITY


 


If any Party is in breach
of this Agreement and causes any loss to the non-breaching Party, the
non-breaching Party may hold the breaching Party liable for breach of this
Agreement.


 


9.                                      DISPUTE RESOLUTION


 


Any dispute arising from performance of this
Agreement shall be revolved through good-faith negotiations.  If the negotiations fail, any Party may
submit the dispute for arbitration by China International Economic and Trade
Arbitration Commission in accordance with its arbitration rules then in
effect.  The arbitration award shall be
conclusive and binding upon the Parties.


 


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10.                               AGREEMENT


 


This Agreement is in duplicate
with each Party having one copy.  Each
copy has the same legal effect.


 


[REMAINING INTENTIONALLY LEFT BLANK]


 


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  For and on behalf of

  	
   

  
	
  Beijing Syswin Zhi Di Investment Co., Ltd., as Party A

  	
   

  
	
  By:

  	
  /s/ Yuan Yuan

  	
   

  
	
  (Affixture of corporate seal)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  For and on behalf of

  	
   

  
	
  Beijing
  Syswin Xing Ye Real Estate Brokerage Company Limited, as Party B

  
	
  By:

  	
  /s/ Hongbing Tao

  	
   

  
	
  (Affixture of corporate seal)

  	
   

  
	
   

  	
   

  
	
  Date of the Agreement: October 17, 2010

  	
   

  



 


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