English Translation of Form of Technology Development Contract



  
 Exhibit 10.18

 English Translation 
 Contract Registration No.: Column A  
 Form of Technology
Development Contract 
 (2003 version) 
 Project Name: Column B  
 Client (Party A): Quan Toodou Network Science and
Technology Co., Ltd. 
 Developer (Party B): Reshuffle Technology (Shanghai) Co., Ltd. 
 Place of Signing: Pudong New Area, Shanghai 
 Date of Signing: Column C  

Term of Contract: Column D  
 Shanghai Science and Technology Commission 
 Shanghai Administration of
Industry and Commerce 

  
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 In accordance with the Contract Law of
the People’s Republic of China, after negotiations, Party A and Party B hereby enter into this Contract with respect to technology development (commissioned/cooperative development) of the Project of Column B (this Project is part
of                      Program



 ) on the terms and subject to conditions as set forth below: 
 I. Content, Form and Requirements of Target
Technology 

                        
     
 II. Targeted Technical Indicators and Parameters 

                         
    
 III.



 Research & Development Plan 
 1. Column E: complete system requirement analysis and
system architecture design; 
 2. Column F: complete system detail design and partial encoding; 

3. Column G: complete encoding, and unit and integration tests; 
 4. Column H: software system optimization and improvement, and internal test; 
 5.
Column I: system acceptance test and delivery. 
 IV. Research Development Fund, Compensation and Term of Payment or Settlement

 (I) Research Development Fund means the cost required for completion of the Research Development Work; Compensation means the charge for
use of the results of this Development Project and the allowance payable to personnel engaged in this Research Development Work. 
 The Research
Development Fund and Compensation for this Project is (in words): Column J (including     of research fund and 0 of compensation). 
 (II) Term of payment of Fund and Compensation (the following      method is adopted): 
  ̈On lump-sum basis: Column K; 
  ̈Installments: Column L; 
  ̈
    % of profit, payable by:                     ; 
  ̈     % of sales amount, payable by:
                    ; 
  ̈Others: 

  
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 V. Equipment, apparatuses and other
materials purchased using part of Research Development Fund shall be owned by: 
 None 

VI. Term, Place and Mode of Performance 

The Contract shall be performed at the business address of Party B during the period of Column D. 

Mode of Performance of the Contract: 
 Party A
will submit the specification of system design requirement to Party B for program development. After completion of program development, Party B shall deliver to Party A: (1) source code of the system; (2) documents on system design and
development; (3) system test reports; (4) user’s manual. 
 VII.



 Confidentiality of Technical Information and Data 
 Party A and Party B may not disclose to any third party
technical and business information concerning this Project during the term of the Contract and within three years after termination of the Contract, and bear any and all consequences arising from unauthorized disclosure. 

VIII. Technical Collaboration and Guidance 
                              

IX. Assumption of Risk 
 If partial or
total failure of the Research Development Project is attributable to technical difficulties insurmountable under existing technical capabilities and conditions during the performance of the Contract, such risk shall be assumed by _4__. (1.
Party A; 2. Party B; 3. Party A and Party B; 4. otherwise agreed by both parties) 
 It is agreed that     % of the
foregoing risk shall be borne by Party A and     % thereof shall be borne by Party B. 
 X. Attribution and
Sharing of Technical Results: 
 (I) Patent application right: 
 The right to apply for a patent of the results of the Project shall be shared by Party A and Party B. 
 (II) Right of use and transfer of technical know-how: 
 The right of use and transfer of technical
know-how achieved in the Project shall be shared by Party A and Party B. 

  
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 XI. Acceptance Criteria and Method

 If technical results achieved in the Research Development reach the technical indicators listed in Article 2 hereof, the Project will be
subjected to trial operation in accordance with Party A’s enterprise standard. Party A will issue an acceptance certificate for the Project, provided that it passes the foregoing acceptance. 

XII. Calculation of Liquidated Damages or Loss Compensation 
 Should either party breach the Contract, the defaulting party shall bear the liabilities for breach of the Contract in accordance with relevant provisions of Contract Law of the People’s Republic of
China. 
 (I) If Party      breaches Article      hereof, it shall bear the following
liabilities for breach of contract: 
 (II) If Party      breaches Article      hereof, it
shall bear the following liabilities for breach of contract: 
 (III) Others: 
 XIII.



 Dispute Resolution 
 Any dispute arising from or in connection with the performance hereof may be settled
through conciliation or mediation between both parties. If either party is unwilling to do so or the efforts of conciliation or mediation have failed, both parties agree that such dispute shall be resolved by the means as set forth in Paragraph
(I): 
 (I) by applying to the Shanghai Arbitration Commission for arbitration. 

(II) by bringing a lawsuit before the people’s court of competent jurisdiction in the      place: 

� domicile of the defendant; ‚ place of performance of
the Contract; ƒ place of signing of the Contract; „ domicile of the plaintiff; ... locality of subject
matter 
 XIV. Terms and Definitions 
  

 
 XV.



 Miscellaneous (issues not covered in the foregoing provisions, including but not limited to rights and obligations of intermediary, service fees and terms of payment thereof, down payment, property mortgage, guarantee,
etc) 
  
  

Any article marked



 herein shall be prepared or filled out according to the Filling Instructions attached hereto. 

  
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	 Client

(Party A)
	  	Name	  	 Quan Toodou Network Science and
 Technology Co., Ltd. (signature/stamp)
	  	 Special seal for

technology contract
 or official seal

 
 [seal: Quan Toodou
 Network Science
 and Technology Co.,
 Ltd]
 /s/ Xiaoyun Zhang
	  	
	  	 Legal

representative
	  	Xiaoyun Zhang (signature/stamp)	  	  
	  	 Authorized

agent
	  	 Liang Zhao (signature/stamp)
  
	  	  
	  	 Contact

(handling
 person)
	  	Liang Zhao (signature/stamp)	  	  
	  	 Domicile
 (mailing

address)
	  	 Room 105, Building D, 2500 Longdong Avenue, Zhangjiang Hi-Tech

Park, Shanghai
	 	Zip code	 	201203	  	  
		  	Tel:	  	Column M 	 		 		  		  	
		  	Bank of deposit	  		 		 		  	Column C	  	
		  	Account No.	  		 		 		  		  	
	 Developer
 (Party
B)
	  	Name	  	 Reshuffle Technology (Shanghai) Co.,
 Ltd. (signature/stamp)
	  	 Special seal for

technology contract
 or official seal

 
 [seal: Reshuffle
 Technology
 (Shanghai) Co.,
 Ltd.]
 /s/ Wei Wang
	  	
	  	Legal representative	  	Wei Wang (signature/stamp)	  	  
	  	 Authorized

agent
	  	Haiguang Chen (signature/stamp)	  	  
	  	 Contact

(handling
 person)
	  	Haiguang Chen (signature/stamp)	  	  
	  	 Domicile

(mailing
 address)
	  	Column N 	 	Zip code	 	200003	  	  
	  	Tel:	  	53750261	  	  
		  	Bank of deposit	  		 		 		  	Column C	  	
		  	Account No.	  		 		 		  		  	
	Intermediary	  	Name	  		 		 		  	Special seal for	  	
		  	Legal	  		 		 		  	technology contract	  	
		  	representative	  		 		 		  	or official seal	  	
		  	 Authorized

agent
	  		 		 		  		  	
		  	 Contact
 (handling

person)
	  		 		 		  		  	
		  	 Domicile
 (mailing

address)
	  		 	Zip code	 		  	Date:	  	
		  	Tel:	  		 		 		  		  	
		  	Bank of deposit	  		 		 		  		  	
		  	Account No.	  		 		 		  		  	


  
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 Filling
Instructions (stamp tax receipt may be affixed) 
 I. “Contract Registration No.”: 

The contract registration number shall be filled in by the contract registry. 
 II. A technology development contract is a contract signed by parties concerned for the research and development of new technologies, products, processes, materials and systems. Technology development
contracts fall into commissioned development contracts and cooperative development contracts. 
 III. Specify if the project is part of a
program in the charge of a ministry/commission of the State Council, province, autonomous region, municipality, city with independent planning jurisdiction, prefecture, county-level city/county. If the project is not part of any above program, just
tick off with “/”. 
 IV. Content and form of target technology: 
 Fill in with the technical and economic indexes set for the development project, development purpose, scope of use and expected benefits, mode and quantity of deliverables. 

Development deliverables may be in any of the following forms: 
 1. Product design, process specification, material formula, and other technical documents like drawings, papers and reports; 
 2. Disk, magnetic tape, computer software; 
 3. New species of animal, plant or microorganism;

 4. Sample product, machine; 
 5.
Complete set of technological equipment; 
 V. Research and development plan: 
 It includes the stages of implementation by parties of the development project, technical issues to be solved at different stages, expected goals and deadlines for completion of goals, etc. 

VI. Confidentiality of technical information and data: 
 It includes the requirements on confidentiality of information and data from parties concerned, term of confidentiality obligation, and the liabilities for unauthorized disclosure of technical secrets.

 It may be agreed that the clause of confidentiality shall survive the change, cancellation or termination of the contract. 

VII. Resolution of contract dispute: 

“Arbitration Law of the People’s Republic of China” stipulates the system of “arbitration or trial”. Once a dispute is referred
for arbitration, the parties waive the right to bring a suit; once the dispute is brought to court, the parties waive the right to refer it for arbitration. Therefore, both parties shall agree upon the resolution of contract dispute. 

  
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 VIII. Miscellaneous: 

If the Contract is signed with the help of an intermediary, the intermediary contract shall be deemed as an annex hereto. If both parties agree to down
payment, property mortgage or guarantee, the duplicate copy of documentary evidence proving down payment, property mortgage and guarantee shall be deemed as an annex hereto. 
 IX. If the Contract is signed by an authorized agent of either party, the power of attorney shall be presented. 
 X. If it is agreed that any provision hereof is unnecessary to fill out, the blank reserved for the provision shall be ticked off with “/”. 

XI. The original of the Contract is made in quintuplicate. 
  

			
	  

Registration verification by registration authority:

	 	 	
                   
              Technology contract registry (special seal)
 [seal: Technology Market Administration Office of Shanghai]
  

    Handling person:

 
 Column
O
  



  
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	 	 	 Column A
	  	 Column B
	  	 Column C
	  	 Column D
	  	 Column E
	  	 Column F
	  	 Column G
	  	 Column H
	  	 Column I

	 1
	 	09310016000368	  	 MPS
 multimedia

processing
 operation

support
 system
	  	 April 10,

2009
	  	 April 10,
 2009
~
 December 31,

2009
	  	 April 2009
 ~
June 2009
	  	 June 2009 ~

August 2009
	  	 August
 2009 ~

October
 2009
	  	 October 2009
 ~
November
 2009
	  	 November

2009 ~
 December

2009

										
	 2
	 	10310016000088	  	 Tudou.com’s

COMS
 Operation

Management
 Support System
	  	 January 10,

2010
	  	 January 10, 2010 ~
 June
31,
 2010
	  	 January
 2010 ~

February
 2010
	  	 February 2010 ~ April

2010
	  	 April 2010

~ May 2010
	  	 May 2010 ~
 June
2010
	  	 June 2010 ~
 end of
June
 2010



  
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	 	  	Column J	  	Column K	  	 Column L
	  	Column M	  	Column N	 	Column O
	 1
	  	TWENTY-THREE
 MILLION YUAN

ONLY
	  	SEVEN
 MILLION

YUAN, payable

by the end of July

2009
	  	 EIGHT MILLION YUAN, payable by the end

of October 2009;

SIX MILLION YUAN, payable after
 acceptance at the end of December 2009
	  	63587770	  	6# Gate, 1305
South Suzhou
Road,
Shanghai	 	June, 10, 2009
							
	 2
	  	TWENTY-SIX
MILLION YUAN ONLY
	  	EIGHT MILLION
 YUAN, payable

by the end of

February 2010
	  	 NINE MILLION YUAN, payable by the end of

April 2010;

NINE MILLION YUAN, payable after acceptance at the end of June 2010
	  	51702355	  	Building 6#,
1238 Xietu
Road,
Shanghai	 	February 4,
 2010



  
 9