Exhibit 4.26






Exhibit 4.26




EXECUTION COPY




NON-COMPETITION AGREEMENT





 









 










EXECUTION COPY




NON-COMPETITION AGREEMENT




BETWEEN




E-HOUSE (CHINA) HOLDINGS LIMITED




and




CRIC HOLDINGS LIMITED




Dated as of July 27, 2009




1









 










NON-COMPETITION AGREEMENT




     This Non-Competition 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 U.S. Securities Act of 1933, as amended, 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 of 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
pursuant to the IPO Registration Statement; and



     WHEREAS, the Parties intend in this Agreement to set forth the principal terms and conditions
with respect to their agreement not to compete with each other or solicit the employees of each
other following;



     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:



     “ADSs” means American depositary shares representing Ordinary Shares.



     “Agreement” means this Non-Competition Agreement, as the same may be amended from time to time
in accordance with the provisions hereof.



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



1









 







     “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 the CRIC Group anywhere in the world, as
more completely described in the IPO Registration Statement.



     “CRIC Group” means CRIC and its subsidiaries and VIEs.



     “E-House” has the meaning set forth in the preamble to 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 its
subsidiaries and VIEs.



     “Inter-Company Agreements” has the meaning ascribed to it in the Master Transaction Agreement.



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



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



     “Master Transaction Agreement” means the Master Transaction Agreement between the Parties
dated the date hereof, as the same may be amended and supplemented in accordance with the
provisions thereof.



     “Non-Competition Period” means the period beginning on the date hereof and ending on the later
of:



     (a) the date that is three years after the first date upon which members of the E-House Group
cease to own in the aggregate at least twenty percent (20%) of the voting power of the then
outstanding securities of CRIC; and



     (b) the fifth anniversary of the date of the Live Filing Date.



     “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.



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



     “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 generally accepted accounting principles in the United States as in effect
from time to time. 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



2









 









such entity, whether through ownership of voting securities or other interests, by contract or
otherwise.



ARTICLE 2. NON-COMPETITION




     2.1. Undertaking of the E-House Group. During the Non-Competition Period, E-House will
not, and will cause each of the other members of the E-House Group not to, directly or indirectly,
anywhere in the world sell or otherwise provide to any third party any product or service or
otherwise engage in any business that competes in any way with the CRIC Business, whether as a
principal or for its own account, or as a shareholder or other equity owner in any Person (other
than CRIC); provided that the foregoing shall not prohibit any member of the E-House Group from
owning beneficially or of record, less than 2% (calculated on an aggregate basis combining any such
ownership by any members of the E-House Group) of the equity or its equivalent of any
publicly-traded company (other than CRIC) that sells or otherwise provides any product or service
or otherwise engages in any business that competes in any way with the CRIC Business. E-House’s
undertaking in this Section 2.1 does not apply to the activities of the E-House Research and
Training Institute, to the extent and so long as the revenues earned by the E-House Research and
Training Institute from products and services provided to third parties, other than the E-House
Group and the CRIC Group, does not exceed 5% of CRIC’s consolidated total revenues for the same
fiscal year.



     2.2. Undertaking of the CRIC Group. During the Non-Competition Period, CRIC will not,
and will cause each of the other members of the CRIC Group not to, directly or indirectly, anywhere
in the world sell or otherwise provide to any third party any product or service or otherwise
engage in any business that competes in any way with the E-House Business, whether as a principal
or for its own account, or as a shareholder or other equity owner in any Person; provided that the
foregoing shall not prohibit any member of the CRIC Group from owning beneficially or of record,
less than 2% (calculated on an aggregate basis combining any such ownership by any member of the
CRIC Group) of the equity or its equivalent of any publicly-traded company that sells or otherwise
provides any such product or service in competition with the E-House Business.



ARTICLE 3. NON-SOLICITATION




     3.1. Non-Solicitation by E-House. During the Non-Competition Period, E-House will not,
and will cause each other member of the E-House Group not to, directly or indirectly, hire, or
solicit for hire, any active employees of or individuals providing consulting services to any
member of the CRIC Group, or any former employees of or individuals providing consulting services
to any member of the CRIC Group within six months of the termination of their employment with or
consulting services to the member of the CRIC Group, without CRIC’s consent; provided that the
foregoing shall not prohibit any solicitation activities through generalized non-targeted
advertisement not directed to such employees or individuals that do not result in the hiring of any
such employees or individuals by the E-House Group within the Non-Competition Period.



     3.2. Non-Solicitation by CRIC. During the Non-Competition Period, CRIC will not, and
will cause each other member of the CRIC Group not to, directly or indirectly, solicit or hire any
active employees of or individuals providing consulting services to any member of the E-House
Group, or any former employees of or individuals providing consulting



3









 









services to any member of the E-House Group within six months of the termination of their
employment with or consulting to the member of the E-House Group, without E-House’s consent;
provided that the foregoing shall not prohibit any solicitation activities through generalized
non-targeted advertisement not directed to such employees or individuals that do not result in the
hiring of any such employees or individuals by the CRIC Group within the Non-Competition Period.



ARTICLE 4. MISCELLANEOUS




     4.1. Consent of E-House. Any consent of E-House pursuant to this Agreement 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).



     4.2. Consent of CRIC. Any consent of CRIC pursuant to this Agreement 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).



     4.3. Entire Agreement. This Agreement constitutes the entire agreement among the
Parties with respect to the subject matter hereof and shall supersede all prior written and oral
and all contemporaneous oral agreements and understandings with respect to the subject matter
hereof.



     4.4. 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 of
the Master Transaction Agreement, each of the Parties hereby submits unconditionally to
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.



     4.5. Termination; Amendment. This Agreement may be terminated or amended by mutual
written consent of the Parties, evidenced by an instrument in writing signed on behalf of each of
the Parties.



     4.6. Notices. Notices 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






4









 







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.




     4.7. 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.



     4.8. 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. 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 without such consent shall be void; provided, however,
each Party may assign this Agreement to a successor entity in conjunction with the transfer of
substantially all of the Party’s business, whether by sale of substantially all assets, merger,
consolidation or otherwise.



     4.9. Severability. If any term or other provision of this Agreement 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 in order that
transactions contemplated hereby are fulfilled to the fullest extent possible.



     4.10. Failure or Indulgence not Waiver; Specific Performance; Remedies Cumulative. No
failure or delay on the part of any Party 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. Each Party recognizes and agrees that the
other Party’s remedy at law for any breach of this Agreement



5









 









would be inadequate and that the non-breaching Party shall, in addition to such other remedies
as may be available to it at law or in equity, be entitled to injunctive relief and to enforce its
rights by an action for specific performance to the extent permitted by law (without the posting of
any bond and without proof of actual damages). All rights and remedies existing under this
Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.



     4.11. 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.



     4.12. Interpretation. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of 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” 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.



[Signatures on Next Page]




6









 







WHEREFORE, the Parties have signed this Non-Competition 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: 	 	 	 
	 




7