Exhibit 4.23





Exhibit 4.23




EXECUTION COPY




MASTER TRANSACTION AGREEMENT





 









 








EXECUTION COPY





MASTER TRANSACTION AGREEMENT




BETWEEN




E-HOUSE (CHINA) HOLDINGS LIMITED




and




CRIC HOLDINGS LIMITED




Dated as of July 27, 2009




 









 










TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE 1.	 	DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Defined Terms	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 2.	 	DOCUMENTS AND ITEMS TO BE DELIVERED PRIOR TO F-1 FILING	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	 
	 	2.1	 	Documents to be delivered by E-House	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	 
	 	2.2	 	Documents to be delivered by CRIC	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 3.	 	THE IPO AND ACTIONS PENDING THE IPO	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.1	 	Transactions prior to the IPO	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.2	 	Cooperation	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 4.	 	COVENANTS AND OTHER MATTERS	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.1	 	Other Agreements and Instruments	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.2	 	Further Instruments	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.3	 	Agreement for Exchange of Information	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.4	 	Auditors and Audits; Financial Statements; Accounting Matters	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.5	 	Confidentiality	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.6	 	Privileged Matters	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.7	 	Future Litigation and Other Proceedings	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.8	 	Mail and other Communications	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.9	 	Certain Services to be Provided by E-House Research and Training Institute	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.10	 	Other Inter-Company Services Agreements	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.11	 	Payment of Expenses	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 5.	 	MUTUAL RELEASES; INDEMNIFICATION	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.1	 	Release of Claims	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.2	 	Indemnification by CRIC	 	 	21	 






 









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 	5.3	 	Indemnification by E-House	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.4	 	Procedures for Defense, Settlement and Indemnification of the Third Party Claims	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.5	 	Additional Matters	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.6	 	Survival of Indemnities	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 6.	 	DISPUTE RESOLUTION	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.1	 	Dispute Resolution	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 7.	 	MISCELLANEOUS	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.1	 	Consent of E-House	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.2	 	Limitation of Liability	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.3	 	Entire Agreement	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.4	 	Governing Law and Jurisdiction	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.5	 	Termination; Amendment	 	 	27	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.6	 	Notices	 	 	27	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.7	 	Counterparts	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.8	 	Binding Effect; Assignment	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.9	 	Severability	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.10	 	Failure or Indulgence not Waiver; Remedies Cumulative	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.11	 	Authority	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.12	 	Interpretation	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.13	 	Conflicting Agreements	 	 	29	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.14	 	Third Party Beneficiaries	 	 	29	 






 









 








MASTER TRANSACTION AGREEMENT




     This Master Transaction Agreement is dated as of July 27, 2009, by and between E-House (China)
Holdings Limited, an exempted company with limited liability incorporated under the laws of the
Cayman Islands (“E-House”), and CRIC Holdings Limited, an exempted company with limited liability
incorporated under the laws of the Cayman Islands (“CRIC”) (each of E-House and CRIC a “Party” and,
together, the “Parties”).



     Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to
such terms in Article I hereof.



R E C I T A L S




     WHEREAS, E-House is the registered and beneficial owner of all of the issued and outstanding
Ordinary Shares of CRIC;



     WHEREAS, E-House has been engaged in the CRIC Business through CRIC and/or CRIC’s subsidiaries
and VIEs, as more fully described in a draft Registration Statement on Form F-1 confidentially
submitted for review and comment by the SEC under the Securities Act (as so submitted and as
amended from time to time prior to the Live Filing Date, the “Draft IPO Registration Statement”) to
be filed publicly with the SEC via its EDGAR system (the date of such public filing, the “Live
Filing Date”) following the substantial completion of such review and comment and as financial
market conditions permit (as so filed, and as amended thereafter from time to time, the “IPO
Registration Statement”);



     WHEREAS, prior to the date hereof, all the then existing assets and liabilities in connection
with the CRIC Business have already been transferred to or assumed by CRIC and/or its subsidiaries
and VIEs;



     WHEREAS, the Parties currently contemplate that CRIC will make an initial public offering
(“IPO”) pursuant to the IPO Registration Statement;



     WHEREAS, the Parties intend in this Agreement, including the Exhibits and Schedules hereto, to
set forth and memorialize the principal arrangements between E-House and CRIC regarding the
relationship of the Parties from and after the filing of the IPO Registration Statement and the
consummation of the IPO; and



     NOW, THEREFORE, in consideration of the mutual agreements, covenants and provisions contained
in this Agreement, the Parties, intending to be legally bound, agree as follows:




 











 







ARTICLE 1. DEFINITIONS.




          1.1 Defined Terms. The following capitalized terms have the meanings given to them in this
Section 1.1:




“Action” means any demand, action, suit, countersuit, claim, counterclaim, arbitration,
inquiry, proceeding or investigation by or before any Governmental Authority or any
arbitration or mediation tribunal.




“ADSs” has the meaning set forth in Section 3.1(c) of this Agreement.




“Agreement” means this Master Transaction Agreement, together with the Schedules and
Exhibits hereto, as the same may be amended from time to time in accordance with the
provisions hereof.




“Confidential Business Information” has the meaning set forth in Section 4.5(b)(iii) of this
Agreement.




“Confidential Information” has the meaning set forth in Section 4.5(b)(i) of this Agreement.




“Confidential Technical Information” has the meaning set forth in Section 4.5(b)(ii) of this
Agreement.




“Contract” means any contract, agreement, lease, license, sales order, purchase order,
instrument or other commitment that is binding on any Person or any part of its property
under applicable law.




“CRIC” has the meaning set forth in the preamble to this Agreement.




“CRIC’s Auditors” has the meaning set forth in Section 4.4(a)(i) of this Agreement.




“CRIC Balance Sheet” means CRIC’s unaudited consolidated balance sheet as of the end of the
most recently completed fiscal quarter prior to the Live Filing Date.




“CRIC Business” means the provision of real estate information and consulting services, the
provision of real estate advertising services, and the operation of business-to-business and
business-to-consumer Internet platform targeting participants in the real estate industry,
as currently conducted or contemplated to be conducted by CRIC and/or its subsidiaries and
VIEs anywhere in the world, as more completely described in the IPO Registration Statement.




“CRIC Indemnitees” means CRIC and its subsidiaries and VIEs and each of their respective
directors, officers and employees.




“CRIC Liabilities” means (without duplication) the following Liabilities:




(i) all Liabilities reflected in the CRIC Balance Sheet;




(ii) all Liabilities of E-House or its subsidiaries and VIEs that arise
after the date of the CRIC Balance Sheet that would be reflected in a



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CRIC balance sheet as of the date of such Liabilities, if such balance sheet
was prepared using the same principles and accounting policies under which
the CRIC Balance Sheet was prepared;




(iii) all Liabilities that should have been reflected in the CRIC Balance
Sheet but are not reflected in the CRIC Balance Sheet due to mistake or
unintentional omission;




(iv) all Liabilities, whether arising before, on or after the Live Filing
Date, that relate to, arise or result from: (1) the operation of the CRIC
Business or (2) the operation of any business conducted by CRIC and its
subsidiaries and VIEs at any time after the Live Filing Date; and




(v) Liabilities of CRIC and its subsidiaries and VIEs under this Agreement
or any of the Inter-Company Agreements.




“CRIC Consulting and Service Agreement” has the meaning set forth in Section 2.1 of this
Agreement.




“Control Ending Date” means the earlier of (i) the first date upon which members of the
E-House Group no longer collectively own at least twenty percent (20%) of the voting power
of the then outstanding securities of CRIC and (ii) the first date upon which E-House,
collectively with the other members of the E-House Group, ceases to be the largest
beneficial owner of the then outstanding voting securities of CRIC (for purposes of this
clause (ii), without considering holdings of institutional investors that have acquired CRIC
securities in the ordinary course of their business and not with a purpose nor with the
effect of changing or influencing the control of CRIC).




“Customized Services” has the meaning set forth in Section 4.9(a) of this Agreement.




“Direct Costs” has the meaning set forth in Section 4.10 of this Agreement.




“Dispute” has the meaning set forth in Section 6.1(a) of this Agreement.




“Dispute Resolution Commencement Date” has the meaning set forth in Section 6.1(a) of this
Agreement.




“Draft IPO Registration Statement” has the meaning set forth in the recitals to this
Agreement.




“E-House” has the meaning set forth in the preamble to this Agreement.




“E-House’s Auditors” has the meaning set forth in Section 4.4 (a)(i) of this Agreement.




“E-House Business” means any business that is conducted by E-House and its subsidiaries and
VIEs and described in its periodic filings with the SEC, other than the CRIC Business.




“E-House Group” means E-House and its subsidiaries and VIEs, other than CRIC and



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its subsidiaries and VIEs.




“E-House Indemnitees” means E-House and its subsidiaries and VIEs (excluding CRIC and its
subsidiaries and VIEs) and each of their respective directors, officers and employees.




“E-House Liabilities” means (without duplication) the following Liabilities:




(i) all Liabilities, whether arising before, on or after the Live Filing
Date, that relate to, arise or result from the operation of the E-House
Business, other than CRIC Liabilities; and




(ii) Liabilities of E-House and its subsidiaries and VIEs under this
Agreement or any of the Inter-Company Agreements.




“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.




“Governmental Authority” shall mean any national, state or local, foreign or international
court, government, department, commission, board, bureau, agency, official or other
regulatory, administrative or governmental authority.




“Indemnifying Party” means any party which may be obligated to provide indemnification to an
Indemnitee pursuant to Section 5.2 or Section 5.3 hereof or any other section of this
Agreement or any Inter-Company Agreement.




“Indemnitee” means any party which may be entitled to indemnification from an Indemnifying
Party pursuant to Section 5 hereof or any other section of this Agreement or any
Inter-Company Agreement.




“Indirect Costs” has the meaning set forth in Section 4.10 of this Agreement.




“Information” means information, whether or not patentable or copyrightable, in written,
oral, electronic or other tangible or intangible forms, stored in any medium, including
studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas,
concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams,
models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes,
computer programs or other software, marketing plans, customer names, communications by or
to attorneys (including attorney-client privileged communications), memos and other
materials prepared by attorneys or under their direction (including attorney work product),
and other technical, financial, employee or business information or data.




“Inter-Company Agreements” means the Offshore Transitional Services Agreement, Onshore
Transitional Services Agreement, Non-Competition Agreement, Registration Rights Agreement
and CRIC Consulting and Service Agreement.




“IPO” has the meaning set forth in the recitals to this Agreement.




“IPO Registration Statement” has the meaning set forth in the recitals to this Agreement.



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“Liabilities” means all debts, liabilities, guarantees, assurances, commitments and
obligations, whether fixed, contingent or absolute, asserted or unasserted, matured or
unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to
become due, whenever or however arising (including, without limitation, whether arising out
of any Contract or tort based on negligence or strict liability) and whether or not the same
would be required by U.S. GAAP to be reflected in financial statements or disclosed in the
notes thereto.




“Live Filing Date” has the meaning set forth in the recitals to this Agreement.




“Loss” and “Losses” mean any and all damages, losses, deficiencies, Liabilities,
obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and
expenses (including, without limitation, the costs and expenses of any and all Actions and
demands, assessments, judgments, settlements and compromises relating thereto and the
reasonable costs and expenses of attorneys’, accountants’, consultants’ and other
professionals’ fees and expenses incurred in the investigation or defense thereof or the
enforcement of rights hereunder), but excluding punitive damages (other than punitive
damages awarded to any third party against an indemnified party).




“Non-Competition Agreement” has the meaning set forth in Section 2.1 of this Agreement.




“Offshore Transitional Services Agreement” has the meaning set forth in Section 2.1 of this
Agreement.




“Onshore Transitional Services Agreement” has the meaning set forth in Section 2.1 of this
Agreement.




“Ordinary Shares” means the shares of CRIC, par value $0.0001 per share (including shares
represented by ADSs and held of record by the depositary bank for the ADSs).




“Party” or “Parties” has the meaning set forth in the preamble of this Agreement.




“Person” means an individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, a trust, a joint venture, an unincorporated organization
or a governmental entity or any department, agency or political subdivision thereof.




“Privileges” has the meaning set forth in Section 4.6(a) of this Agreement.




“Privileged Information” has the meaning set forth in Section 4.6(a) of this Agreement.




“Regular Services” has the meaning set forth in Section 4.9(a) of this Agreement.




“Registration Rights Agreement” has the meaning set forth in Section 2.1 of this Agreement.




“Rule 10A-3(b)(2)” means Rule 10A-3(b)(2) (or any successor rule to similar effect)
promulgated under the Exchange Act.



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“SEC” means the U.S. Securities and Exchange Commission.




“Securities Act” means the Securities Act of 1933, as amended.




“Third Party Claim” has the meaning set forth in Section 5.4(a) of this Agreement.




“Underwriters” has the meaning set forth in Section 3.1(a) of this Agreement.




“Underwriting Agreement” has the meaning set forth in Section 3.1(a) of this Agreement.




“U.S. GAAP” means generally accepted accounting principles in the United States as in effect
from time to time.




“VIE” of any Person means any entity that controls, is controlled by, or is under common
control with such Person and is deemed to be a variable interest entity consolidated with
such Person for purposes of U.S. GAAP. As used herein, “control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of such entity, whether through ownership of voting securities or other interests,
by contract or otherwise.



ARTICLE 2. DOCUMENTS AND

ITEMS TO BE DELIVERED PRIOR TO F-1 FILING.




     2.1 Documents to be delivered by E-House. E-House has delivered and its subsidiaries have
delivered, as appropriate, or E-House will deliver, or will cause its subsidiaries to deliver, as
appropriate, prior to the Live Filing Date or, in the case of the Registration Rights Agreement (as
defined below), on the closing date of the IPO, to CRIC and/or Shanghai CRIC Information Technology
Co., Ltd., as appropriate: (a) a duly executed Offshore Transitional Services Agreement,
substantially in the form attached to the Draft IPO Registration Statement as an exhibit, with such
changes, if any, to such form as may be agreed to by the Parties prior to such execution (the
“Offshore Transitional Services Agreement”); (b) a duly executed Onshore Transitional Services
Agreement, substantially in the form attached to the Draft IPO Registration Statement as an
exhibit, with such changes, if any, to such form as may be agreed to by the Parties prior to such
execution (the “Onshore Transitional Services Agreement”); (c) a duly executed Non-Competition
Agreement, substantially in the form attached to the Draft IPO Registration Statement as an
exhibit, with such changes, if any, to such form as may be agreed to by the Parties prior to such
execution (the “Non-Competition Agreement”); (d) a duly executed Registration Rights Agreement,
substantially in the form attached to the Draft IPO Registration Statement as an exhibit, with such
changes, if any, to such form as may be agreed to by the Parties prior to such execution (the
“Registration Rights Agreement”); (e) a duly executed Consulting and Service Agreement between
Shanghai CRIC Information Technology Co., Ltd. (as service provider) and Shanghai Real Estate
Sales (Group) Co., Ltd. (as service recipient), substantially in the form attached
to the Draft IPO Registration Statement as an exhibit, with such changes, if any, to such form as
may be agreed to by the Parties prior to such execution (the “CRIC Consulting and Service
Agreement”); and (f) such other agreements, documents or instruments as the Parties may agree are
necessary or desirable in order to achieve the purposes hereof. For purposes of this Agreement,
CRIC and its subsidiaries and VIEs will not be considered subsidiaries and VIEs of E-House.



6









 







     2.2 Documents to be delivered by CRIC. CRIC has delivered and its subsidiaries and VIEs
have delivered, as appropriate, or CRIC will deliver, or will cause its subsidiaries and VIEs to
deliver, as appropriate, prior to the Live Filing Date or, in the case of the Registration Rights
Agreement, on the closing date of the IPO, to E-House or its subsidiaries, as appropriate: (a) in
each case where CRIC or any of its subsidiaries or VIEs is a party to any agreement or instrument
referred to in Section 2.1, a duly executed counterpart of such agreement or instrument; and (b)
such other agreements, documents or instruments as the Parties may agree are necessary or desirable
in order to achieve the purposes hereof.



ARTICLE 3. THE IPO AND ACTIONS PENDING THE IPO.




     3.1 Transactions prior to the IPO. Subject to the occurrence of the events described in
this Article III, the Parties intend to consummate the IPO and to take, or cause to be taken, the
actions specified in this Section 3.1.




(a) Registration Statement. CRIC has submitted or plans to submit on a
confidential basis for review by the SEC the Draft IPO Registration Statement, and
intends to submit such amendments or supplements thereto as may be requested by the
SEC staff in connection with such review and agreed to by CRIC, and subsequently to
file with the SEC the IPO Registration Statement and make such amendments and
supplements thereto as may be necessary or desirable in order to cause the same to
comply with the Securities Act and other applicable law, to become and remain
effective under the Securities Act, or as may be requested by the representatives of
the underwriters for the IPO (the “Underwriters”), including, without limitation,
filing such amendments or supplements to the IPO Registration Statement as may be
required by the underwriting agreement to be entered into among CRIC and the
Underwriters (the “Underwriting Agreement”) following the effectiveness of the IPO
Registration Statement under the Securities Act.




(b) Underwriting Agreement. Following the effectiveness of the IPO
Registration Statement, CRIC will enter into the Underwriting Agreement, which shall
in form and substance be satisfactory to CRIC, as determined by its board of
directors or authorized designees, as appropriate, and CRIC shall comply with its
obligations thereunder.




(c) NASDAQ Global Market or NYSE Listing. CRIC plans to prepare, file and
have approved an application for listing on the NASDAQ Global Market or the New York
Stock Exchange of the American depositary shares, representing Ordinary Shares, to
be offered and sold in the IPO (the “ADSs”).



     3.2 Cooperation. E-House and CRIC shall each consult with, and cooperate in all respects
with, the other in connection with the marketing, including any roadshow presentations, and pricing
of the ADSs and shall take any and all actions as may be reasonably necessary or desirable to
consummate the IPO as contemplated by the IPO Registration Statement and the Underwriting
Agreement.



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ARTICLE 4. COVENANTS AND OTHER MATTERS.




     4.1 Other Agreements and Instruments. Each of the Parties agrees to execute or cause to
be executed by the appropriate parties and deliver, as appropriate, such other agreements,
instruments and other documents as may be necessary or desirable in order to effect the purposes of
this Agreement and the Inter-Company Agreements.




	 	4.2	 	Further Instruments. (a) To the extent it has not been done prior to
the date hereof, E-House will execute and deliver, and will cause its subsidiaries
to execute and deliver, to CRIC and/or its subsidiaries and VIEs, as the case may
be, such instruments of transfer, conveyance, assignment, substitution and
confirmation, and will take such action as may be reasonably necessary or desirable
in order to transfer, convey and assign to CRIC and/or its subsidiaries and VIEs and
confirm CRIC’s and/or its subsidiaries’ and VIEs’ title to all assets, rights,
interests and other things of value used in or necessary for the conduct and
operation of the CRIC Business on or prior to the Live Filing Date or to be
transferred or licensed to CRIC and/or its subsidiaries and VIEs pursuant to this
Agreement or any document referred to herein, to put CRIC and its subsidiaries and
VIEs in actual possession and operating control thereof and to permit CRIC and its
subsidiaries and VIEs to exercise all rights with respect thereto (including,
without limitation, rights under Contracts and other arrangements as to which the
consent of any third party to the transfer thereof have not previously been
obtained) relating to the CRIC Business; provided, however, that in the absence of
such execution and delivery by E-House and/or its subsidiaries, such execution and
delivery shall be deemed for all purposes to have occurred subject only to CRIC’s
obligation to pay to E-House or its applicable subsidiary an amount equal to the
book value thereof to the extent not previously so paid.
	 
	 	 	 	(b) E-House will execute and deliver, and will cause its appropriate subsidiaries to
execute and deliver, to CRIC and/or its subsidiaries and VIEs, as the case may be,
all instruments, assumptions, novations, undertakings, substitutions or other
documents and take such other action as may be reasonably necessary or desirable in
order to have E-House and/or its subsidiaries, as the case may be, fully and
unconditionally assume and discharge the E-House Liabilities; provided, however,
that in the absence of such execution and delivery by E-House and/or such
appropriate subsidiaries, such execution and delivery shall be deemed for all
purposes to have occurred.
	 
	 	 	 	(c) CRIC will, and will cause its appropriate subsidiaries and VIEs to, execute and
deliver to E-House and its subsidiaries all instruments, assumptions, novations,
undertakings, substitutions or other documents and take such other action as may be
reasonably necessary or desirable in order to have CRIC and/or its subsidiaries and
VIEs, as the case may be, fully and unconditionally assume and discharge the CRIC
Liabilities; provided, however, that in the absence of such execution and delivery
by CRIC and/or such appropriate subsidiaries and VIEs, such execution and delivery
shall be deemed for all purposes to have occurred.
	 
	 	 	 	(d) Except as hereinabove provided, neither E-House, CRIC, nor their




8









 








	 	 	 	respective subsidiaries and VIEs shall be obligated, in connection with the
foregoing matters set forth in this Section, to expend money other than reasonable
out-of-pocket expenses, attorneys’ fees and recording or similar fees, unless
reimbursed by the other relevant Party. Furthermore, each Party, at the request of
the other Party hereto, shall execute and deliver such other instruments and do and
perform such other acts and things as may be necessary or desirable for effecting
completely the consummation of the transactions contemplated hereby.






	 	4.3	 	Agreement for Exchange of Information. (a) Generally. Each of the
Parties agrees to provide, or cause to be provided, to the other Party, at any time,
promptly after written request therefor, all reports and other Information regularly
provided by one Party to the other Party prior to the Live Filing Date and any
Information in the possession or under the control of such Party to the extent
reasonably requested by the requesting Party (i) to comply with reporting,
disclosure, filing or other requirements imposed on the requesting Party (including
under applicable securities laws) by a Governmental Authority having jurisdiction
over the requesting Party, (ii) for use in any other judicial, regulatory,
administrative or other proceeding or in order to satisfy audit, accounting, claims,
regulatory, litigation or other similar requirements, (iii) to comply with its
obligations under this Agreement or any Inter-Company Agreement or (iv) at any time
after the Live Filing Date to the extent such Information and cooperation are
necessary to comply with such reporting, filing and disclosure obligations, for the
preparation of financial statements or completing an audit, and as reasonably
necessary to conduct the ongoing businesses of E-House or CRIC, as the case may be.
Each of the Parties agrees to make their respective personnel available to discuss
the Information exchanged pursuant to this Section 4.3. In the event that any Party
determines that any such provision of Information or other actions contemplated by
this Section 4.3 could be commercially detrimental, violate any law or agreement, or
waive any attorney-client privilege, the Parties shall take all reasonable measures
to permit the compliance with such obligations in a manner that avoids any such harm
or consequence
	 
	 	 	 	(b) Internal Accounting Controls; Financial Information. After the Live
Filing Date, (i) each Party shall maintain in effect at its own cost and expense
adequate systems and controls for its business to the extent necessary to enable the
other Party to satisfy its reporting, tax return, accounting, audit and other
obligations, and (ii) each Party shall provide, or cause to be provided, to the
other Party and its subsidiaries and VIEs in such form as such requesting Party
shall request, at no charge to the requesting Party, all financial and other data
and information as the requesting Party determines necessary or advisable in order
to prepare its financial statements and reports or filings with any Governmental
Authority.
	 
	 	 	 	(c) Ownership of Information. Any Information owned by a Party that is
provided to a requesting Party pursuant to this Section 4.3 shall be deemed to
remain the property of the providing Party. Unless specifically set forth herein,
nothing contained in this Agreement shall be construed as granting or conferring
rights of license or otherwise in any such Information.




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	 	 	 	(d) Record Retention. To facilitate the possible exchange of Information
pursuant to this Section 4.3 and other provisions of this Agreement, each Party
agrees to use its reasonable best efforts for a period of ten years to retain all
Information in its respective possession or control substantially in accordance with
its respective record retention policies and/or practices as in effect on the Live
Filing Date, and for such longer period as may be required by any Governmental
Authority, any litigation matter, any applicable law or any Inter-Company Agreement.
However, at any time after such 10-year period each Party may amend its respective
record retention policies at such Party’s discretion; provided, however, that the
amending Party must give thirty (30) days prior written notice of such change in the
policy to the other Party. No Party will destroy, or permit any of its subsidiaries
or VIEs to destroy, any Information that exists on the Live Filing Date (other than
Information that is permitted to be destroyed under the current respective record
retention policies of each Party) and that falls under the categories listed in
Section 4.3(a), without first notifying the other Party of the proposed destruction
and giving the other Party the opportunity to take possession or make copies of such
Information prior to such destruction.
	 
	 	 	 	(e) Limitation of Liability. Each Party will use its reasonable best efforts
to ensure that Information provided to the other Party hereunder is accurate and
complete; provided, however, that no Party shall have any liability to the other
Party if any Information exchanged or provided pursuant to this Section 4.3 is found
to be inaccurate, in the absence of gross negligence, bad faith, or willful
misconduct by the Party providing the Information. No Party shall have any liability
to the other Party if any Information is destroyed or lost after the relevant Party
has complied with the provisions of Section 4.3(d).
	 
	 	 	 	(f) Other Agreements Providing For Exchange of Information. The rights and
obligations granted under this Section 4.3 are subject to any specific limitations,
qualifications or additional provisions on the sharing, exchange or confidential
treatment of Information set forth in this Agreement and any Inter-Company
Agreement.
	 
	 	 	 	(g) Production of Witnesses; Records; Cooperation. For a period of five (5)
years after the Control Ending Date, and except in the case of a legal or other
proceeding by one Party against the other Party, each Party shall use its reasonable
best efforts to make available to the other Party, upon written request, the former,
current and future directors, officers, employees, other personnel and agents of
such Party as witnesses and any books, records or other documents within its control
or which it otherwise has the ability to make available, to the extent that any such
individual (giving consideration to business demands of such directors, officers,
employees, other personnel and agents) or books, records or other documents may
reasonably be required in connection with any legal, administrative or other
proceeding in which the requesting Party may from time to time be involved,
regardless of whether such legal, administrative or other proceeding is a matter
with respect to which indemnification may be sought hereunder. The requesting Party
shall bear all costs and expenses in connection therewith.




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     4.4 Auditors and Audits; Financial Statements; Accounting Matters. Each Party agrees that:




	 	(a)	 	Selection of Auditors.
	 
	 	 	 	(i) Until the first E-House fiscal year end occurring after the Control
Ending Date, CRIC shall use its reasonable best efforts to select the
independent registered public accounting firm used by E-House (“E-House’s
Auditors” and, for the avoidance of doubt, should E-House at any time change
the independent registered public accounting firm serving as its auditors,
“E-House’s Auditors” shall thereafter mean the new firm serving as E-House’s
auditors) to serve as its auditors (“CRIC’s Auditors”) for purposes of
providing an opinion on its consolidated financial statements; provided,
however, that CRIC’s Auditors may be different from E-House’s Auditors if
necessary to comply with applicable laws regarding auditor independence and
qualifications (provided, however, that CRIC shall not take any actions, and
shall use its reasonable best efforts to cause its directors, officers and
employees not to take any actions, that could reasonably be expected to
require CRIC to engage auditors other than E-House’s Auditors). After the
Live Filing Date, the foregoing shall not be construed so as to unlawfully
limit any responsibility of the audit committee of CRIC’s board of
directors, pursuant to SEC Rule 10A-3(b)(2) and rules of the NASDAQ Global
Market or the New York Stock Exchange, as applicable, to appoint,
compensate, retain and oversee the work of the registered public accounting
firm CRIC engages.
	 
	 	 	 	(ii) Until the first E-House fiscal year end occurring after the Control
Ending Date, CRIC shall provide to E-House as much prior notice as
reasonably practical of any change in CRIC’s Auditors for purposes of
providing an opinion on its consolidated financial statements.






	 	 	 	(b) Date of Auditors’ Opinion and Quarterly Reviews. Until the first E-House
fiscal year end occurring after the Control Ending Date, and thereafter to the
extent necessary for the purpose of preparing financial statements or completing a
financial statement audit, CRIC shall use its reasonable best efforts to enable
CRIC’s Auditors to complete their audit such that they will date their opinion on
CRIC’s audited annual financial statements on the same date that E-House’s Auditors
date their opinion on E-House’s audited annual financial statements, and to enable
E-House to meet its timetable for the printing, filing and public dissemination of
E-House’s annual financial statements. Until the first E-House fiscal year end
occurring after the Control Ending Date, and thereafter to the extent necessary for
the purpose of preparing financial statements or completing a financial statement
audit, CRIC shall use its reasonable best efforts to enable CRIC’s Auditors to
complete their annual audit and quarterly review procedures such that they will
provide clearance on such Party’s annual and quarterly financial statements on the




11









 








	 	 	 	same date that E-House’s Auditors provide clearance on E-House’s annual and
quarterly financial statements.
	 
	 	 	 	(c) Annual and Quarterly Financial Statements. Until the Control Ending
Date, CRIC shall not change its fiscal year and, until the first E-House fiscal year
end occurring after the Control Ending Date, and thereafter to the extent necessary
for the purpose of preparing financial statements or completing a financial
statement audit, shall provide to E-House on a timely basis all Information that
E-House reasonably requires to meet its schedule for the preparation, printing,
filing, and public dissemination of E-House’s annual and quarterly financial
statements. Without limiting the generality of the foregoing, CRIC will provide all
required financial Information with respect to CRIC and its subsidiaries and VIEs to
CRIC’s Auditors in a sufficient and reasonable time and in sufficient detail to
permit CRIC’s Auditors to take all steps and perform all procedures necessary to
provide sufficient assistance to E-House’s Auditors with respect to financial
Information to be included or contained in E-House’s annual and quarterly financial
statements. Similarly, E-House shall provide to CRIC on a timely basis all financial
Information that CRIC reasonably requires to meet its schedule for the preparation,
printing, filing, and public dissemination of CRIC’s annual and quarterly financial
statements. Without limiting the generality of the foregoing, E-House will provide
all required financial Information with respect to E-House and its subsidiaries and
VIEs to E-House’s Auditors in a sufficient and reasonable time and in sufficient
detail to permit E-House’s Auditors to take all steps and perform all procedures
necessary to provide sufficient assistance to CRIC’s Auditors with respect to
Information to be included or contained in CRIC’s annual and quarterly financial
statements.






	 	(d)	 	Certifications and Attestations.
	 
	 	 	 	(i) Until the first E-House fiscal year end occurring after the Control
Ending Date, and thereafter to the extent necessary for the timely filing by
E-House of annual and quarterly reports under the Exchange Act or in
connection with any investigations of prior periods, CRIC shall cause its
principal executive officer and principal financial officer to provide to
E-House on a timely basis and as reasonably requested by E-House (A) any
certificates requested as support for the certifications and attestations
required by Sections 302, 906 and 404 of the Sarbanes-Oxley Act of 2002 to
be filed with such annual and quarterly reports, (B) any certificates or
other written Information which such principal executive officer or
principal financial officer received as support for the certificates
provided to E-House and (C) a reasonable opportunity to discuss with such
principal financial officer and other appropriate officers and employees of
CRIC any issues reasonably related to the foregoing.
	 
	 	 	 	(ii) To the extent necessary for the timely filing by CRIC of annual and
quarterly reports under the Exchange Act or in connection with any
investigations of prior periods, E-House shall cause its appropriate
officers and employees to provide to CRIC on a timely basis and as




12









 








	 	 	 	reasonably requested by such Party (A) any certificates requested as support
for the certifications and attestations required by Sections 302, 906 and
404 of the Sarbanes-Oxley Act of 2002 to be filed with such annual and
quarterly reports, (B) any certificates or other Information which such
appropriate officers and employees received as support for the certificates
provided to CRIC and (C) a reasonable opportunity to discuss with such
appropriate officers and employees any issues reasonably related to the
foregoing.






	 	 	 	(e) Compliance With Laws, Policies and Regulations. Until the Control Ending
Date, CRIC shall comply with all financial accounting and reporting rules, policies
and directives of E-House, to the extent such rules, policies and directives have
been previously communicated to CRIC, and fulfill all timing and reporting
requirements, applicable to E-House subsidiaries and VIEs that are consolidated with
E-House for financial statement purposes. Without limiting the foregoing, CRIC shall
comply with all financial accounting and reporting rules and policies, and fulfill
all timing and reporting requirements, under applicable federal securities laws and
the rules of the NASDAQ Global Market or the New York Stock Exchange, as applicable.
CRIC shall not be deemed to be in breach of its obligations set forth in this
provision to the extent that it is unable to comply with such obligations as a
result of the actions or inactions of E-House.
	 
	 	 	 	(f) Identity of Personnel Performing the Annual Audit and Quarterly Reviews.
Until the Control Ending Date, and thereafter to the extent such information and
cooperation is necessary for the preparation of financial statements or completing a
financial statements audit, CRIC shall authorize CRIC’s Auditors to make available
to E-House’s Auditors both the personnel who performed or will perform the annual
audits and quarterly reviews of CRIC and work papers related to the annual audits
and quarterly reviews of CRIC, in all cases within a reasonable time prior to CRIC’s
Auditors’ opinion date, so that E-House’s Auditors are able to perform the
procedures they consider necessary to take responsibility for the work of CRIC’s
Auditors as it relates to E-House’s Auditors’ report on E-House’s financial
statements, all within sufficient time to enable E-House to meet its timetable for
the printing, filing and public dissemination of E-House’s annual and quarterly
financial statements. Similarly, E-House shall authorize E-House’s Auditors to make
available to CRIC’s Auditors both the personnel who performed or will perform the
annual audits and quarterly reviews of E-House and work papers related to the annual
audits and quarterly reviews of E-House, in all cases within a reasonable time prior
to E-House’s Auditors’ opinion date, so that CRIC’s Auditors are able to perform the
procedures they consider necessary to take responsibility for the work of E-House’s
Auditors as it relates to CRIC’s Auditors’ report on CRIC’s financial statements,
all within sufficient time to enable CRIC to meet its timetable for the printing,
filing and public dissemination of CRIC’s annual and quarterly financial statements.
	 
	 	 	 	(g) Access to Books and Records. Until the Control Ending Date, and
thereafter to the extent such information and cooperation is necessary for the
preparation of financial statements or completing a financial statements audit,




13









 








	 	 	 	all governmental audits are complete and the applicable statute of limitations for
tax matters has expired, CRIC shall provide E-House’s internal auditors, counsel and
other designated representatives of E-House access during normal business hours to
(i) the premises of CRIC and its subsidiaries and VIEs and all Information (and
duplicating rights) within the knowledge, possession or control of CRIC and its
subsidiaries and VIEs and (ii) the officers and employees of CRIC and its
subsidiaries and VIEs, so that E-House may conduct reasonable audits relating to the
financial statements provided by CRIC pursuant hereto as well as to the internal
accounting controls and operations of CRIC. Similarly, E-House shall provide CRIC’s
internal auditors, counsel and other designated representatives of CRIC access
during normal business hours to (x) the premises of E-House and its subsidiaries and
VIEs and all Information (and duplicating rights with respect thereto) within the
knowledge, possession or control of E-House and its subsidiaries and VIEs and (y)
the officers and employees of E-House and its subsidiaries and VIEs, so that CRIC
may conduct reasonable audits relating to the financial statements provided by
E-House pursuant hereto as well as to the internal accounting controls and
operations of E-House and its subsidiaries and VIEs.
	 
	 	 	 	(h) Notice of Change in Accounting Principles. Until the Control Ending
Date, and thereafter if a change in accounting principles by a Party would affect
the historical financial statements of the other Party, no such Party shall make or
adopt any significant changes in its accounting estimates or accounting principles
from those in effect on the Live Filing Date without first consulting with the other
Party, and if requested by the other Party, such other Party’s independent
registered public accounting firm with respect thereto. E-House shall give CRIC as
much prior notice as reasonably practical of any proposed determination of, or any
significant changes in, its accounting estimates or accounting principles from those
in effect on the Live Filing Date. E-House will consult with CRIC and, if requested
by CRIC, CRIC’s independent registered public accounting firm with respect thereto.
CRIC shall give E-House as much prior notice as reasonably practical of any proposed
determination of, or any significant changes in, its accounting estimates or
accounting principles from those in effect on the Live Filing Date. CRIC will
consult with E-House and, if requested by E-House, E-House’s independent registered
public accounting firm with respect thereto.
	 
	 	 	 	(i) Conflict With Third-Party Agreements. Nothing in Section 4.3 or this
Section 4.4 shall require a Party to violate any agreement with any third party
regarding the confidentiality of confidential and proprietary Information relating
to that third party or its business; provided, however, that in the event that a
Party is required under Section 4.3 or this Section 4.4 to disclose any such
Information, such Party shall use its reasonable best efforts to seek to obtain such
third party’s consent to the disclosure of such Information.
	 
	 	4.5	 	Confidentiality. Each of the Parties shall hold and shall cause each of
their respective subsidiaries and VIEs to hold, and shall each cause their
respective officers, employees, agents, consultants and advisors and those of their
respective subsidiaries and VIEs to hold, in strict confidence and not to disclose
or release without the prior written consent of the other Party, any and




14









 








	 	 	 	all Confidential Information concerning such other Party and its respective
subsidiaries and VIEs; provided, that each of the Parties may disclose, or may
permit disclosure of, Confidential Information (i) to their respective subsidiaries
and VIEs, auditors, attorneys, financial advisors, bankers and other appropriate
consultants and advisors who have a need to know such information and, in each case,
are informed of their obligation to hold such information confidential to the same
extent as is applicable to the Parties hereto and in respect of whose failure to
comply with such obligations, CRIC or E-House, as the case may be, will be
responsible, (ii) if the Parties or any of their respective subsidiaries or VIEs are
compelled to disclose any such Confidential Information by judicial or
administrative process or (iii) if the Parties reasonably determine in good faith
that such disclosure is required by other requirements of law. Notwithstanding the
foregoing, in the event that any demand or request for disclosure of Confidential
Information is made in connection with any judicial or administrative process, or a
Party determines in good faith that disclosure is otherwise required by law, such
Party shall promptly notify the other Party of the existence of such request,
demand, or conclusion, and shall provide such other Party a reasonable opportunity
to seek an appropriate protective order or other remedy, which the notifying Party
will cooperate in obtaining. In the event that an appropriate protective order or
other remedy is not obtained, the Party whose Confidential Information is required
to be disclosed shall or shall cause the notifying Party to furnish, or cause to be
furnished, only that portion of the Confidential Information that is required to be
disclosed and shall use its reasonable best efforts to obtain reasonable assurances
that confidential treatment will be accorded to such Information.






	 	(b)	 	As used in this Section 4.5:
	 
	 	 	 	(i) “Confidential Information” shall mean Confidential Business Information
and Confidential Technical Information concerning one Party which, prior to,
on or following the Live Filing Date, has been disclosed by such Party or
its subsidiaries or VIEs, that (1) is in written, recorded, graphical or
other tangible form and is marked “Proprietary,” “Confidential” or “Trade
Secret,” or where it is evident from the nature and content of such
Information that the disclosing Party considers it to be confidential, (2)
is in oral form and identified by the disclosing Party as “Proprietary”,
“Confidential” or “Trade Secret” at the time of oral disclosure, including
pursuant to the access provisions of Section 4.3 or Section 4.4 hereof or
any other provision of this Agreement or where it is evident from the nature
and content of such Information that the disclosing Party considers it to be
confidential, or (3) in the case of such Information disclosed on or prior
to the date hereof, either such Information is identified by the owning
Party to the other relevant Party as Confidential Business Information or
Confidential Technical Information, orally or in writing on or prior to the
Live Filing Date, or it is evident from the nature and content of such
Information that the disclosing Party considers it to be confidential, and
includes any modifications or derivatives prepared by the receiving Party
that contain or are based upon any Confidential




15









 








	 	 	 	Information obtained from the disclosing Party, including any analysis, reports, or summaries of the
Confidential Information. Confidential Information may also include
Information disclosed to a disclosing Party by third parties. Confidential
Information shall not, however, include any information which (A) was
publicly known and made generally available in the public domain prior to
the time of disclosure by the disclosing Party; (B) becomes publicly known
and made generally available after disclosure by the disclosing Party to the
receiving Party through no action or inaction of the receiving Party; (C) is
obtained by the receiving Party from a third party without a breach of such
third party’s obligations of confidentiality; or (D) is on or after the Live
Filing Date independently developed by the receiving Party without use of or
reference to the disclosing Party’s Confidential Information.
	 
	 	 	 	(ii) “Confidential Technical Information” shall mean all proprietary
scientific, engineering, mathematical or design information, data and
material of the disclosing Party including, without limitation, (a)
specifications, ideas, concepts, models, and strategies for products or
services, (b) quality assurance policies, procedures and specifications, (c)
source code and object code, (d) training materials and information, and (e)
all other know-how, methodology, processes, procedures, techniques and trade
secrets related to product or service design, development, manufacture,
implementation, use, support and maintenance.
	 
	 	 	 	(iii) “Confidential Business Information” shall mean all proprietary
information, data or material of the disclosing Party other than
Confidential Technical Information, including, but not limited to (a)
proprietary earnings reports and forecasts, (b) proprietary macro-economic
reports and forecasts, (c) proprietary business plans, (d) proprietary
general market evaluations and surveys, (e) proprietary financing and
credit-related information, and (f) customer information.






	 	 	 	(c) Nothing in this Agreement shall restrict (i) the disclosing Party from using,
disclosing, or disseminating its own Confidential Information in any way, or (ii)
reassignment of the receiving Party’s employees. Moreover, nothing in the Agreement
supersedes any restriction imposed by third parties on their Confidential
Information, and there is no obligation on the disclosing Party to conform third
party agreements to the terms of this Agreement except as expressly set forth
therein.
	 
	 	 	 	(d) Notwithstanding anything to the contrary set forth herein, (i) a Party and its
subsidiaries and VIEs shall be deemed to have satisfied their obligations hereunder
with respect to Confidential Information if they exercise the same degree of care
(but no less than a reasonable degree of care) as they take to preserve
confidentiality for their own similar Information and (ii) confidentiality
obligations provided for in any agreement between a Party or any of its subsidiaries
or VIEs and any employee of such Party or any of its subsidiaries or VIEs shall
remain in full force and effect.




16









 








	 	 	 	(e) Confidential Information of a Party and its subsidiaries and VIEs in the
possession of and used by the other Party as of the Live Filing Date may continue to
be used by such Party in possession of the Confidential Information in and only in
the operation of the E-House Business, in the case of E-House and its subsidiaries
and VIEs, or the CRIC Business, in the case of CRIC and its subsidiaries and VIEs,
and may be used only so long as the Confidential Information is maintained in
confidence and not disclosed in violation of Section 4.5(a). Such continued right to
use Confidential Information may not be transferred, including by merger,
consolidation, reorganization, operation of law, or otherwise, to any third party
unless such third party (A) purchases all or substantially all of the business or
business line and assets in one transaction or in a series of related transactions
for which or in which the relevant Confidential Information is used or employed and
(B) expressly agrees in writing to be bound by the provisions of this Section 4.5.
In the event that such right to use is transferred in accordance with the preceding
sentence, the transferring Party shall not disclose the source of the relevant
Confidential Information.
	 
	 	4.6	 	Privileged Matters. The Parties agree that their respective rights and
obligations to maintain, preserve, assert or waive any or all privileges belonging
to each such Party or its subsidiaries or VIEs including but not limited to the
attorney-client and work product privileges (collectively, “Privileges”), shall be
governed by the provisions of this Section 4.6. With respect to Privileged
Information (as defined below) of E-House, E-House shall have sole authority in
perpetuity to determine whether to assert or waive any or all Privileges, and CRIC
shall take no action (nor permit any of its subsidiaries or VIEs to take action)
without the prior written consent of E-House that could result in any waiver of any
Privilege that could be asserted by E-House or any of its subsidiaries or VIEs under
applicable law and this Agreement. With respect to Privileged Information of CRIC,
CRIC shall have sole authority in perpetuity to determine whether to assert or waive
any or all Privileges, and E-House shall take no action (nor permit any of its
subsidiaries or VIEs to take action) without the prior written consent of CRIC that
could result in any waiver of any Privilege that could be asserted by CRIC or any of
its subsidiaries or VIEs under applicable law and this Agreement.
	 
	 	 	 	(b) The rights and obligations created by this Section 4.6 shall apply to all
Information as to which the Parties or their respective subsidiaries or VIEs would
be entitled to assert or has asserted a Privilege (“Privileged Information”).
Privileged Information of E-House includes but is not limited to (i) any and all
Information regarding the business of E-House and its subsidiaries and VIEs (other
than Information regarding the CRIC Business), whether or not it is in the
possession of CRIC or any of its subsidiaries and VIEs; (ii) all communications
subject to a Privilege between counsel for E-House (including in-house counsel) and
any individual who, at the time of the communication, was an employee of E-House,
regardless of whether such employee is or becomes an employee of CRIC or any of its
subsidiaries and VIEs and (iii) all Information generated, received or arising after
the Live Filing Date that refers or relates to Privileged Information of E-House
generated, received or arising prior to the Live Filing Date. Privileged




17









 








	 	 	 	Information of CRIC includes but is not limited to (x) any and all Information
regarding the CRIC Business, whether or not it is in the possession of E-House or
any of its subsidiaries and VIEs; (y) all communications subject to a Privilege
occurring after the Live Filing Date between counsel for CRIC (including in-house
counsel and former in-house counsel who are or were employees of E-House) and any
person who, at the time of the communication, was an employee of CRIC, regardless of
whether such employee was, is or becomes an employee of E-House or any of its
subsidiaries or VIEs and (z) all Information generated, received or arising after
the Live Filing Date that refers or relates to Privileged Information of CRIC
generated, received or arising prior to the Live Filing Date.
	 
	 	 	 	(c) Upon receipt by a Party or its subsidiaries or VIEs of any subpoena, discovery
or other request from any third party that actually or arguably calls for the
production or disclosure of Privileged Information of the other Party or its
subsidiaries or VIEs, or if a Party or any of its subsidiaries or VIEs obtains
knowledge that any of its current or former employees has received any subpoena,
discovery or other request from any third party that actually or arguably calls for
the production or disclosure of Privileged Information of the other Party or its
subsidiaries or VIEs, such Party shall promptly notify that other Party of the
existence of the request and shall provide that other Party a reasonable opportunity
to review the Information and to assert any rights such other Party may have under
this Section 4.6 or otherwise to prevent the production or disclosure of Privileged
Information. E-House or its subsidiaries or VIEs, or CRIC or its subsidiaries and
VIEs, as the case may be, will not produce or disclose to any third party any of the
other Party’s Privileged Information under this Section 4.6 unless (a) such other
Party has provided its express written consent to such production or disclosure or
(b) a court of competent jurisdiction has entered an order not subject to
interlocutory appeal or review finding that the Information is not entitled to
protection from disclosure under any applicable privilege, doctrine or rule.
	 
	 	 	 	(d) E-House’s transfer of books and records pertaining to the CRIC Business and
other Information pertaining to CRIC, if any, E-House’s agreement to permit CRIC to
obtain Information existing prior to the Live Filing Date, CRIC’s transfer of books
and records and other Information pertaining to E-House, if any, and CRIC’s
agreement to permit E-House to obtain Information existing prior to the Live Filing
Date are made in reliance on E-House’s and CRIC’s respective agreements, as set
forth in Section 4.5 and this Section 4.6, to maintain the confidentiality of such
Information and to take the steps provided herein for the preservation of all
Privileges that may belong to or be asserted by E-House, or CRIC, as the case may
be. The access to Information, witnesses and individuals being granted pursuant to
Section 4.3 and Section 4.4 and the disclosure to one Party of Privileged
Information relating to the other Party’s businesses pursuant to this Agreement
shall not be asserted by E-House or CRIC to constitute, or otherwise be deemed, a
waiver of any Privilege that has been or may be asserted under this Section 4.6 or
otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition
the rights granted to, or the obligations imposed upon, E-House and CRIC by this
Section 4.6.




18









 













     4.7 Future Litigation and Other Proceedings. In the event that CRIC (or any of its
subsidiaries or VIEs or any of its or their respective officers or directors) or E-House (or any of
its subsidiaries or VIEs or any of its or their respective officers or directors) at any time after
the date hereof initiates or becomes subject to any litigation or other proceedings before any
Governmental Authority or arbitration panel with respect to which the Parties have no prior
agreements (as to indemnification or otherwise), the Party (and its subsidiaries and VIEs and its
and their respective officers and directors) that has not initiated and is not subject to such
litigation or other proceedings shall comply, at the litigant Party’s expense, with any reasonable
requests by the litigant Party for assistance in connection with such litigation or other
proceedings (including by way of provision of Information and making available of employees as
witnesses). In the event that CRIC (or any of its subsidiaries or VIEs or any of its or their
respective officers or directors) and E-House (or any of its subsidiaries or VIEs or any of its or
their respective officers or directors), or any combination thereof, at any time after the date
hereof initiate or become subject to any litigation or other proceedings before any Governmental
Authority or arbitration panel with respect to which the litigant Parties have no prior agreements
(as to indemnification or otherwise), each litigant Party (and its officers and directors) shall,
at their own expense, coordinate their strategies and actions with respect to such litigation or
other proceedings to the extent such coordination would not be detrimental to their respective
interests and shall comply, at the expense of the requesting Party, with any reasonable requests of
such Party for assistance in connection therewith (including by way of provision of information and
making available of employees as witnesses).



     4.8 Mail and other Communications. Each of E-House and CRIC may receive mail, facsimiles,
packages and other communications properly belonging to the other. Accordingly, each Party
authorizes each of the other Party to receive and open all mail, telegrams, packages and other
communications received by it and not unambiguously intended for the other Party or any of the
other Party’ officers or directors, and to retain the same to the extent that they relate to the
business of the receiving Party or, to the extent that they do not relate to the business of the
receiving Party, the receiving Party shall promptly deliver such mail, telegrams, packages or other
communications, including, without limitation, notices of any liens or encumbrances on any asset
transferred to CRIC or its subsidiaries or VIEs in connection with the separation from E-House, if
any, (or, in case the same relate to both businesses, copies thereof) to the other Party as
provided for in Section 7.6 hereof. The provisions of this Section 4.8 are not intended to, and
shall not, be deemed to constitute (a) an authorization by either E-House or CRIC to permit the
other to accept service of process on its behalf and no Party is or shall be deemed to be the agent
of the other Party for service of process purposes or (b) a waiver of any Privilege with respect to
Privileged Information contained in such mail, telegrams, packages or other communications.




	 	4.9	 	Certain Services to be Provided by E-House Research and Training Institute.
	 
	 	 	 	(a) Services. Until the Control Ending Date, E-House Research and Training
Institute, or another member of the E-House Group performing similar functions,
shall provide CRIC and its subsidiaries and VIEs with (i) regular macro-economic and
real estate industry research and information services, including without limitation
monthly general research reports in respect of China’s real estate industry, monthly
special research reports in respect of certain specific aspects of China’s real
estate industry, and regular training seminars (the “Regular Services”), and (ii)
customized real estate




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	 	 	 	industry research and information services from time to time based on the specific
requests of CRIC or any of its subsidiaries and VIEs (the “Customized Services”).
	 
	 	 	 	(b) Service Fee. The Regular Services and the Customized Services shall be
provided free of charge.
	 
	 	 	 	(c) Intellectual Property Rights. E-House Research and Training Institute
reserves all intellectual property rights in respect of the services it provides
under this Section 4.9. CRIC and its subsidiaries and affiliates may use the work
products produced by E-House Research and Training Institute for the operation of
their business, including without limitation the operation of CRIC’s proprietary
real estate information database and analysis system, and may, for the purpose of
the operation of their business, authorize third parties to use such work products.





     4.10 Other Inter-Company Services Agreements. To the extent not covered under the
Inter-Company Agreements, E-House and its subsidiaries and VIEs, on the one hand, and CRIC and its
subsidiaries and VIEs, on the other, may enter into interim services agreements from time to time
covering the provision of various interim services, if any, including financial, accounting, legal,
and other services by E-House (and its subsidiaries and VIEs) to CRIC (and its subsidiaries and
VIEs) or, in certain circumstances, vice versa. Such services will generally be provided for a fee
equal to the actual Direct Costs and Indirect Costs of providing such services plus an additional
amount as agreed to by the Parties, subject to other consideration’s being agreed to by the
Parties. “Direct Costs” shall include compensation and travel expenses attributable to employees,
temporary workers, and contractors directly engaged in performing the services as well as materials
and supplies consumed in performing the services. “Indirect Costs” shall include occupancy, IT
supervision and other overhead burden of the department incurring the direct costs of providing the
service. Payment for any such services will be due within thirty (30) days after E-House renders an
invoice for such services.



     4.11 Payment of Expenses. Except as otherwise provided in this Agreement, the
Inter-Company Agreements or any other agreement between the Parties relating to the IPO, (i) all
costs and expenses of the Parties in connection with the IPO (including costs associated with
drafting this Agreement, the Inter-Company Agreements and the documents relating to the formation
of CRIC and its subsidiaries and VIEs) shall be paid by CRIC and (ii) all costs and expenses of the
Parties in connection with any matter not relating to the IPO shall be paid by the Party which
incurs such cost or expense. Notwithstanding the foregoing, CRIC and E-House shall each be
responsible for their own internal fees, costs and expenses (e.g., salaries of personnel) incurred
in connection with the IPO.



ARTICLE 5. MUTUAL RELEASES; INDEMNIFICATION.





	 	5.1	 	Release of Claims. CRIC Release. Except as provided in Section
5.1(c), CRIC, for itself and as agent for each of its subsidiaries and VIEs, does
hereby assume, and does hereby remise, release and forever discharge the E-House
Indemnitees from, any and all Liabilities whatsoever, whether at law or in equity
(including any right of contribution), whether arising under any contract or
agreement, by operation of law or otherwise, existing or arising




20









 








	 	 	 	from any past acts or events occurring or failing to occur or alleged to have
occurred or to have failed to occur or any conditions existing or alleged to have
existed on or before the Live Filing Date, including in connection with the
transactions and all other activities to implement the IPO.
	 
	 	 	 	(b) E-House Release. Except as provided in Section 5.1(c), E-House, for
itself and as agent for each of its subsidiaries and VIEs, does hereby remise,
release and forever discharge the CRIC Indemnitees from any and all Liabilities
whatsoever, whether at law or in equity (including any right of contribution),
whether arising under any contract or agreement, by operation of law or otherwise,
existing or arising from any past acts or events occurring or failing to occur or
alleged to have occurred or to have failed to occur or any conditions existing or
alleged to have existed on or before the Live Filing Date, including in connection
with the transactions and all other activities to implement the IPO.
	 
	 	 	 	(c) No Impairment. Nothing contained in Section 5.1(a) or Section 5.1(b)
shall limit or otherwise affect any Party’s rights or obligations pursuant to or
contemplated by this Agreement or any Inter-Company Agreement, in each case in
accordance with its terms, including, without limitation, any obligations relating
to indemnification, including indemnification pursuant to Section 5.2 and Section
5.3 of this Agreement.





     5.2 Indemnification by CRIC. Except as otherwise provided in this Agreement, CRIC shall, for
itself and as agent for each of its subsidiaries and VIEs, indemnify, defend (or, where applicable,
pay the defense costs for) and hold harmless the E-House Indemnitees from and against, and shall
reimburse the E-House Indemnitees with respect to, any and all Losses that any third party seeks to
impose upon the E-House Indemnitees, or which are imposed upon the E-House Indemnitees, and that
relate to, arise or result from, whether prior to, on or following the Live Filing Date, any of the
following items (without duplication):




	 	 	 	(a) any CRIC Liability;
	 
	 	 	 	(b) any breach by CRIC or any of its subsidiaries and VIEs of this Agreement or any
of the Inter-Company Agreements; and
	 
	 	 	 	(c) any Liabilities relating to, arising out of or resulting from any untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, with respect to all information (i) contained
in the IPO Registration Statement, any issuer free writing prospectus or any
preliminary, final or supplemental prospectus forming a part of the IPO Registration
Statement (other than information provided in writing by E-House or any of its
subsidiaries or VIEs to CRIC specifically for inclusion in the IPO Registration
Statement, any issuer free writing prospectus or any preliminary, final or
supplemental prospectus forming a part of the IPO Registration Statement), (ii)
contained in any public filings made by CRIC with the SEC following the Live Filing
Date or (iii) provided in writing by CRIC or its subsidiaries or VIEs to E-House
specifically for inclusion in E-House’s annual or quarterly reports following the
Live Filing Date to the




21









 








	 	 	 	extent (A) such information pertains to (x) CRIC or its subsidiaries or VIEs or (y)
the CRIC Business or (B) E-House has provided prior written notice to CRIC that such
information will be included in one or more annual or quarterly reports, specifying
how such information will be presented, and the information is included in such
annual or quarterly reports; provided that this sub-clause (B) shall not apply to
the extent that any such Liability arises out of or results from, or in connection
with, any action or inaction of E-House or any of its subsidiaries or VIEs,
including as a result of any misstatement or omission of any information by E-House
or its subsidiaries or VIEs to CRIC.
	 
	 	 	 	In the event that CRIC or any of its subsidiaries or VIEs makes a payment to the
E-House Indemnitees hereunder, and any of the E-House Indemnitees subsequently
diminishes the Liability on account of which such payment was made, either directly
or through a third-party recovery (other than a recovery indirectly from E-House or
its subsidiaries or VIEs), E-House will promptly repay (or will procure an E-House
Indemnitee to promptly repay) CRIC (or its subsidiary or VIE that has made the
payment) the amount by which the payment made by CRIC (or its subsidiary or VIE that
has made the payment) exceeds the actual cost of the associated indemnified
Liability.





     5.3 Indemnification by E-House. Except as otherwise provided in this Agreement, E-House
shall, for itself and as agent for each of its subsidiaries and VIEs, indemnify, defend (or, where
applicable, pay the defense costs for) and hold harmless the CRIC Indemnitees from and against, and
shall reimburse each such CRIC Indemnitee with respect to, any and all Losses that any third party
seeks to impose upon the CRIC Indemnitees or which are imposed upon the CRIC Indemnitees to the
extent relating to, arising from or resulting from, whether prior to, on or following the Live
Filing Date, any of the following items (without duplication):




	 	 	 	(a) any Liability of E-House or its subsidiaries or VIEs and all Liabilities arising
out of the operation or conduct of the E-House Business (in each case excluding the
CRIC Liabilities);
	 
	 	 	 	(b) any breach by E-House or any member of the E-House Group of this Agreement or
any of the Inter-Company Agreements; and
	 
	 	 	 	(c) any Liabilities relating to, arising out of or resulting from any untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, with respect to all information (i) contained
in the IPO Registration Statement, any issuer free writing prospectus or any
preliminary, final or supplemental prospectus forming a part of the IPO Registration
Statement and provided in writing by E-House or any of its subsidiaries or VIEs to
CRIC specifically for inclusion in the IPO Registration Statement, any issuer free
writing prospectus or any preliminary, final or supplemental prospectus forming a
part of the IPO Registration Statement), (ii) contained in any public filings made
by E-House with the SEC following the Live Filing Date or (iii) provided in writing
by E-House or its subsidiaries or VIEs to CRIC specifically for inclusion in CRIC’s
annual or quarterly reports following the Live Filing Date to the extent (A) such




22









 








	 	 	 	information pertains to (x) E-House or any of its subsidiaries or VIEs or (y) the
E-House Business or (B) CRIC has provided prior written notice to E-House that such
information will be included in one or more annual or quarterly reports, specifying
how such information will be presented, and the information is included in such
annual or quarterly reports; provided that this sub-clause (B) shall not apply to
the extent that any such Liability arises out of or results from, or in connection
with, any action or inaction of CRIC or any of its subsidiaries or VIEs, including
as a result of any misstatement or omission of any information by CRIC or any of its
subsidiaries or VIEs to E-House.
	 
	 	 	 	In the event that E-House or any of its subsidiaries or VIEs makes a payment to the
CRIC Indemnitees hereunder, and any of the CRIC Indemnitees subsequently diminishes
the Liability on account of which such payment was made, either directly or through
a third-party recovery (other than a recovery indirectly from CRIC or its
subsidiaries or VIEs), CRIC will promptly repay (or will procure a CRIC Indemnitee
to promptly repay) E-House (or its subsidiary or VIE that has made the payment) the
amount by which the payment made by E-House (or its subsidiary or VIE that has made
the payment) exceeds the actual cost of the indemnified Liability.





     5.4 Procedures for Defense, Settlement and Indemnification of the Third Party Claims.




	 	 	 	(a) Notice of Claims. If an Indemnitee shall receive notice or otherwise
learn of the assertion by a Person (including any Governmental Authority) other than
E-House, CRIC and their subsidiaries and VIEs of any claim or of the commencement by
any such Person of any Action (collectively, a “Third Party Claim”) with respect to
which an Indemnifying Party may be obligated to provide indemnification, E-House or
CRIC, as applicable, will ensure that such Indemnitee shall give such Indemnifying
Party written notice thereof within thirty (30) days after becoming aware of such
Third Party Claim. Any such notice shall describe the Third Party Claim in
reasonable detail. Notwithstanding the foregoing, the delay or failure of any
Indemnitee or other Person to give notice as provided in this Section 5.4 shall not
relieve the related Indemnifying Party of its obligations under this Article V,
except to the extent that such Indemnifying Party is actually and substantially
prejudiced by such delay or failure to give notice.
	 
	 	 	 	(b) Defense by Indemnifying Party. An Indemnifying Party shall be entitled
to participate in the defense of any Third Party Claim and, to the extent that it
wishes, at its cost, risk and expense, to assume the defense thereof, with counsel
reasonably satisfactory to the Indemnitee, unless the Indemnifying Party is also a
party to such proceeding and the Indemnitee determines in good faith that joint
representation would be materially prejudicial to the Indemnitee’s defense. After
timely notice from the Indemnifying Party to the Indemnitee of such election to so
assume the defense thereof, the Indemnifying Party shall not be liable to the
Indemnitee for any legal expenses of other counsel or any other expenses
subsequently incurred by the Indemnitee in connection with the defense thereof. The




23









 








	 	 	 	Indemnitee agrees to cooperate in all reasonable respects with the Indemnifying
Party and its counsel in the defense against any Third Party Claim. The Indemnifying
Party shall be entitled to compromise or settle any Third Party Claim as to which it
is providing indemnification, provided that any compromise or settlement shall be
made only with the written consent of the Indemnitee, such consent not to be
unreasonably withheld.
	 
	 	 	 	(c) Defense by Indemnitee. If an Indemnifying Party fails to assume the
defense of a Third Party Claim within thirty (30) days after receipt of notice of
such claim, the Indemnitee will, upon delivering notice to such effect to the
Indemnifying Party, have the right to undertake the defense, compromise or
settlement of such Third Party Claim on behalf of and for the account of the
Indemnifying Party subject to the limitations as set forth in this Section 5.4;
provided, however, that such Third Party Claim shall not be compromised or settled
without the written consent of the Indemnifying Party, which consent shall not be
unreasonably withheld. If the Indemnitee assumes the defense of any Third Party
Claim, it shall keep the Indemnifying Party reasonably informed of the progress of
any such defense, compromise or settlement. The Indemnifying Party shall reimburse
all such costs and expenses of the Indemnitee in the event it is ultimately
determined that the Indemnifying Party is obligated to indemnify the Indemnitee with
respect to such Third Party Claim. In no event shall an Indemnifying Party be liable
for any settlement effected without its consent, which consent shall not be
unreasonably withheld.






	 	5.5	 	Additional Matters.






	 	 	 	(a) Cooperation in Defense and Settlement. With respect to any Third Party
Claim that implicates both CRIC and E-House in a material way due to the allocation
of Liabilities, responsibilities for management of defense and related indemnities
set forth in this Agreement or any of the Inter-Company Agreements, the Parties
agree to cooperate fully and maintain a joint defense (in a manner that will
preserve the attorney-client privilege, joint defense or other privilege with
respect thereto) so as to minimize such Liabilities and defense costs associated
therewith. Any Party that is not responsible for managing the defense of such Third
Party Claims shall, upon reasonable request, be consulted with respect to
significant matters relating thereto and may, if necessary or helpful, engage
counsel to assist in the defense of such claims.
	 
	 	 	 	(b) Subrogation. In the event of payment by or on behalf of any Indemnifying
Party to or on behalf of any Indemnitee in connection with any Third Party Claim,
such Indemnifying Party shall be subrogated to and shall stand in the place of such
Indemnitee, in whole or in part based upon whether the Indemnifying Party has paid
all or only part of the Indemnitee’s Liability, as to any events or circumstances in
respect of which such Indemnitee may have any right, defense or claim relating to
such Third Party Claim against any claimant or plaintiff asserting such Third Party
Claim or against any other person. Such Indemnitee shall cooperate with such
Indemnifying Party in a reasonable manner, and at the cost and expense of such
Indemnifying Party, in prosecuting any subrogated right, defense or claim.




24









 













     5.6 Survival of Indemnities. The rights and obligations of the Parties under this Article
V shall survive the sale or other transfer by any Party of any of its assets or businesses or the
assignment by it of any Liabilities or the acquisition of control of such Party (by sale of capital
stock or other equity interests, merger, consolidation or otherwise).



ARTICLE 6. DISPUTE RESOLUTION.





	 	6.1	 	Dispute Resolution.
	 
	 	 	 	(a) Any dispute, controversy or claim arising out of or relating to this Agreement,
Offshore Transitional Service Agreement, Non-Competition Agreement or Registration
Rights Agreement, or the breach, termination or validity thereof (“Dispute”) which
arises between the Parties shall first be negotiated between appropriate senior
executives of each Party who shall have the authority to resolve the matter. Such
executives shall meet to attempt in good faith to negotiate a resolution of the
Dispute prior to pursuing other available remedies, within ten (10) days of receipt
by a Party of written notice of a Dispute, which date of receipt shall be referred
to herein as the “Dispute Resolution Commencement Date.” Discussions and
correspondence relating to trying to resolve such Dispute shall be treated as
Confidential Information and Privileged Information of each of E-House and CRIC
developed for the purpose of settlement and shall be exempt from discovery or
production and shall not be admissible in any subsequent proceeding between the
Parties.
	 
	 	 	 	(b) If the senior executives are unable to resolve the Dispute within 60 days from
the Dispute Resolution Commencement Date, then, the Dispute will be submitted to the
boards of directors of E-House and CRIC. Representatives of each board of directors
shall meet as soon as practicable to attempt in good faith to negotiate a resolution
of the Dispute.
	 
	 	 	 	(c) If the representatives of the two boards of directors are unable to resolve the
Dispute within 120 days from the Dispute Resolution Commencement Date, on the
request of any Party, the Dispute will be mediated by a mediator appointed pursuant
to the mediation rules of the American Arbitration Association. Both Parties will
share the administrative costs of the mediation and the mediator’s fees and expenses
equally, and each Party shall bear all of its other costs and expenses related to
the mediation, including but not limited to attorney’s fees, witness fees, and
travel expenses. The mediation shall take place in Shanghai, China or in whatever
alternative forum on which the Parties may agree.
	 
	 	 	 	(d) If the Parties cannot resolve any Dispute through mediation within 45 days after
the appointment of the mediator (or the earlier withdrawal thereof), each Party
shall be entitled to seek relief in a court of competent jurisdiction.
	 
	 	 	 	Unless otherwise agreed in writing, the Parties will continue to provide service and
honor all other commitments under this Agreement and each Inter-Company Agreement
during the course of dispute resolution pursuant to the provisions of this Section
6.1 with respect to all matters not subject to such dispute, controversy or claim.




25









 













ARTICLE 7. MISCELLANEOUS.





	 	7.1	 	Consent of E-House.
	 
	 	 	 	(a) Any consent of E-House pursuant to this Agreement or any of the Inter-Company
Agreements shall not be effective unless it is in writing and evidenced by the
signature of the Chief Executive Officer or Chief Financial Officer of E-House (or
such other person that the Chief Executive Officer, Chief Financial Officer or board
of directors of E-House has specifically authorized in writing to give such
consent).
	 
	 	 	 	(b) Any consent of CRIC pursuant to this Agreement or any of the Inter-Company
Agreements shall not be effective unless it is in writing and evidenced by the
signature of the Chief Executive Officer or Chief Financial Officer of CRIC (or such
other person that the Chief Executive Officer, Chief Financial Officer or board of
directors of CRIC has specifically authorized in writing to give such consent).





     7.2 Limitation of Liability. IN NO EVENT SHALL E-HOUSE OR ANY MEMBER OF THE E-HOUSE GROUP
OR CRIC OR ANY OF ITS SUBSIDIARIES OR VIES BE LIABLE TO THE OTHER PARTY, OR ITS AFFILIATED
COMPANIES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS
AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED,
HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY’S INDEMNIFICATION OBLIGATIONS
FOR LIABILITIES AS SET FORTH IN THIS AGREEMENT OR IN ANY INTER-COMPANY AGREEMENT.



     7.3 Entire Agreement. This Agreement, the Inter-Company Agreements and the Exhibits and
Schedules referenced or attached hereto and thereto constitute the entire agreement among the
Parties with respect to the subject matter hereof and thereof and shall supersede all prior written
and oral and all contemporaneous oral agreements and understandings with respect to the subject
matter hereof and thereof.



     7.4 Governing Law and Jurisdiction. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, U.S.A. Subject to Section 6.1, each of the
Parties hereby submits unconditionally to the jurisdiction of, and agrees that venue shall lie
exclusively in, the federal and state courts located in the City of New York for purposes of the
resolution of any disputes arising under this Agreement.



26









 







     7.5 Termination; Amendment.This Agreement may be terminated or amended by mutual consent
of the Parties, evidenced by an instrument in writing signed on behalf of each of the Parties. In
the event of termination pursuant to this Section 7.5, no Party shall have any liability of any
kind to the other Party. This Agreement shall terminate on the date that is five (5) years after
the first date upon which members of the E-House Group no longer collectively own at least twenty
percent (20%) of the voting power of the then outstanding securities of CRIC; provided, however,
that the provisions of Section 4.7 shall survive for a period of seven (7) years after the
termination of this Agreement and the provisions of Section 4.5, Article V, Article VI and Article
VII shall survive indefinitely after the termination of this Agreement.



     7.6 Notices. Notices, offers, requests or other communications required or permitted to
be given by a Party pursuant to the terms of this Agreement shall be given in writing to the other
Party to the following addresses:


if to E-House:



17/F, Merchandise Harvest Building (East)

No. 333 North Chengdu Road

Shanghai 200041

People’s Republic of China

Attention: Chief Financial Officer

Facsimile: + 86 (21) 6133 0707

Email: chenglilan@ehousechina.com



if to CRIC:



No. 383 Guangyan Road

Shanghai 200072

People’s Republic of China

Attention: President

Facsimile: + 86 (21) 6086 7111

Email: ding@ehousechina.com



or to such other address, facsimile number or email address as the Party to whom notice is given
may have previously furnished to the other in writing as provided herein. Any notice involving
non-performance or termination shall be sent by hand delivery or recognized overnight courier. All
other notices may also be sent by facsimile or email, confirmed by mail. All notices shall be
deemed to have been given when received, if hand delivered; when transmitted, if transmitted by
facsimile or email; upon confirmation of delivery, if sent by recognized overnight courier; and
upon receipt if mailed.




27









 










     7.7 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which shall constitute one and the same
agreement.



     7.8 Binding Effect; Assignment. This Agreement shall inure to the benefit of and be
binding upon the Parties hereto and their respective legal representatives and successors, and
nothing in this Agreement, express or implied, is intended to confer upon any other Person any
rights or remedies of any nature whatsoever under or by reason of this Agreement. This Agreement
may be enforced separately by each Party’s subsidiaries and VIEs. No Party may assign this
Agreement or any rights or obligations hereunder, without the prior written consent of the other
Party, and any such assignment shall be void; provided, however, each Party may assign this
Agreement to a successor entity in conjunction with such Party’s reincorporation in another
jurisdiction or into another business form.



     7.9 Severability. If any term or other provision of this Agreement or the Exhibits or
Schedules attached hereto is determined by a court, administrative agency or arbitrator to be
invalid, illegal or incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full force and effect so
long as the economic or legal substance of the transactions contemplated hereby is not affected in
any manner materially adverse to any Party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the Parties as closely
as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled
to the fullest extent possible.



     7.10 Failure or Indulgence not Waiver; Remedies Cumulative. No failure or delay on the
part of any Party hereto in the exercise of any right hereunder shall impair such right or be
construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or
agreement herein, nor shall any single or partial exercise of any such right preclude other or
further exercise thereof or of any other right. All rights and remedies existing under this
Agreement or the Exhibits or Schedules attached hereto are cumulative to, and not exclusive of, any
rights or remedies otherwise available.



     7.11 Authority. Each of the Parties hereto represents to the others that (a) it has the
corporate or other requisite power and authority to execute, deliver and perform this Agreement,
(b) the execution, delivery and performance of this Agreement by it have been duly authorized by
all necessary corporate or other actions, (c) it has duly and validly executed and delivered this
Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it
in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and general equity
principles.



     7.12 Interpretation. The headings contained in this Agreement, in any Exhibit or Schedule
hereto and in the table of contents to this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement. Any capitalized term used in any
Exhibit or Schedule but not otherwise defined therein, has the meaning assigned to such term in
this Agreement. . For all purposes of this Agreement: (i) all references in this Agreement to
designated “Sections”, “Schedules”, “Exhibits” and other subdivisions are to the designated
Sections, Schedules, Exhibits and other subdivisions of the body of this Agreement unless otherwise
indicated; (ii) the words “herein”, “hereof”



28









 









and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular
Section or other subdivision; (iii) “or” is not exclusive; (iv) “including” and “includes” will be
deemed to be followed by “but not limited to” and “but is not limited to”, respectively; (v) any
definition of, or reference to, any law, agreement, instrument or other document herein will be
construed as referring to such law, agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified; and (vi) any definition of, or reference to, any
statute will be construed as referring also to any rules and regulations promulgated thereunder.



     7.13 Conflicting Agreements. None of the provisions of this Agreement is intended to
supersede any provision in any Inter-Company Agreement or any other agreement with respect to the
respective subject matters thereof. In the event of conflict between this Agreement and any
Inter-Company Agreement or other agreement executed in connection herewith, the provisions of such
other agreement shall prevail.



     7.14 Third Party Beneficiaries. None of the provisions of this Agreement shall be for the
benefit of or enforceable by any third party, including any creditor of any Person. No such third
party shall obtain any right under any provision of this Agreement or shall by reasons of any such
provision make any claim in respect of any Liability (or otherwise) against either Party hereto.



29









 







     WHEREFORE, the Parties have signed this Master Transaction Agreement effective as of the date
first set forth above.



	 	 	 	 	 
	 	E-House (China) Holdings Limited

 

 	 
	 	By:  	/s/ Li-Lan Cheng
 	 
	 
	 	Name:  	 
	 
	 	Title:  	 
	 
	 
	 
	 
	 	CRIC Holdings Limited

 

 	 
	 	By:  	/s/ Xin Zhou
 	 
	 
	 	Name:  	 
	 
	 	Title: