Exhibit 4.24





Exhibit 4.24




EXECUTION COPY




OFFSHORE TRANSITIONAL SERVICES AGREEMENT




 









 



 





EXECUTION COPY




OFFSHORE TRANSITIONAL SERVICES AGREEMENT




BETWEEN




E-HOUSE (CHINA) HOLDINGS LIMITED




and




CRIC HOLDINGS LIMITED




Dated as of July 27, 2009




 









 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	SECTION 1. DEFINITIONS.
	 	 	1	 
	 
	 	 	 	 
	SECTION 2. SERVICES.
	 	 	4	 
	 
	 	 	 	 
	(a) Initial Services
	 	 	4	 
	(b) Additional Services
	 	 	4	 
	(c) Scope of Services
	 	 	5	 
	(d) Limitation on Provision of Services
	 	 	5	 
	(e) Standard of Performance; Standard of Care
	 	 	6	 
	(f) Prices for Services
	 	 	8	 
	(g) Changes in Services
	 	 	8	 
	(h) Services Performed by Third Parties
	 	 	8	 
	(i) Responsibility for Provider Personnel
	 	 	8	 
	(j) Services Rendered as a Work-For-Hire; Return of Equipment;
Internal Use; No Sale, Transfer, Assignment; Copies
	 	 	9	 
	(k) Cooperation
	 	 	9	 
	 
	 	 	 	 
	SECTION 3. CHARGES AND PAYMENT.
	 	 	9	 
	 
	 	 	 	 
	(a) Procedure
	 	 	9	 
	(b) Late Payments
	 	 	9	 
	 
	 	 	 	 
	SECTION 4. TERM AND TERMINATION.
	 	 	10	 
	 
	 	 	 	 
	(a) Termination Dates
	 	 	10	 
	(b) Early Termination by the Recipient
	 	 	10	 
	(c) Termination by the Provider
	 	 	10	 
	(d) Effect of Termination of Services
	 	 	10	 
	(e) Data Transmission
	 	 	11	 
	 
	 	 	 	 
	SECTION 5. MISCELLANEOUS.
	 	 	11	 
	 
	 	 	 	 
	(a) DISCLAIMER OF WARRANTIES
	 	 	11	 
	(b) Limitation of Liability; Indemnification
	 	 	11	 
	(c) Compliance with Law and Governmental Regulations
	 	 	13	 
	(d) No Partnership or Joint Venture; Independent Contractor
	 	 	13	 
	(e) Non-Exclusivity
	 	 	13	 
	(f) Expenses
	 	 	13	 
	(g) Further Assurances
	 	 	13	 
	(h) Confidentiality.
	 	 	13	 
	(i) Headings
	 	 	15	 
	(j) Interpretation
	 	 	15	 
	(k) Amendments
	 	 	15	 
	(l) Inconsistency
	 	 	15	 






 









 








	 	 	 	 	 
	 	 	Page
	(m) Notices
	 	 	15	 
	(n) Assignment; No Third-Party Beneficiaries
	 	 	16	 
	(o) Entire Agreement
	 	 	16	 
	(p) Counterparts
	 	 	17	 
	(q) Severability
	 	 	17	 
	(r) Incorporation by Reference
	 	 	17	 
	(s) Governing Law and Jurisdiction
	 	 	17	 
	 
	 	 	 	 
	Schedule Services 
	Schedule - 1	 







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OFFSHORE TRANSITIONAL SERVICES AGREEMENT




     This Offshore Transitional Services 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”), on behalf of itself and other members of E-House Group, and
CRIC Holdings Limited, an exempted company with limited liability incorporated under the laws of
the Cayman Islands (“CRIC”), on behalf of itself and other members of CRIC Group.



R E C I T A L S




     WHEREAS, CRIC is currently a wholly owned subsidiary of E-House;



     WHEREAS, the parties currently contemplate that CRIC will make an initial public offering
(“IPO”) pursuant to a Registration Statement on Form F-1 confidentially submitted for review and
comment by the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as
amended, to be filed publicly with the U.S. Securities and Exchange Commission 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, E-House and CRIC have entered into that certain Master Transaction Agreement, dated
as of July 27, 2009 (the “Master Transaction Agreement”), which sets forth and memorializes the
principal arrangements between E-House and CRIC regarding their relationship from and after the
filing of the IPO Registration Statement and the consummation of the IPO, including the entering
into of this Agreement; and



     WHEREAS, the parties desire that members of E-House Group will continue to provide certain
services to members of CRIC Group and that members of CRIC Group will also provide certain
services to members of E-House Group.



     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and
undertakings contained herein and the transactions contemplated by the Master Transaction
Agreement, the receipt and sufficiency of which are acknowledged, the parties hereby mutually agree
as follows:



SECTION 1. DEFINITIONS.




     Capitalized terms used and not otherwise defined herein will have the meanings ascribed to
such terms in the Master Transaction Agreement. Capitalized terms used in the Schedule but not
otherwise defined therein, will have the meaning ascribed to such word in this Agreement. For
purposes of this Agreement, the following words and phrases will have the following meanings:



     “Actual Cost” has the meaning set forth in Section 2(f) of this Agreement.



     “Additional Services” has the meaning set forth in Section 2(b) of this Agreement.



     “Affiliate” of any Person means a Person that controls, is controlled by, or is under common
control with such Person; provided that, under this Agreement, “Affiliate” of any member of E-House
Group excludes members of CRIC Group, and “Affiliate” of any



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member of CRIC Group excludes members of E-House Group. 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.



     “Agreement” means this Offshore Transitional Services Agreement, together with the Schedule
hereto, as the same may be amended from time to time in accordance with the provisions hereof.



     “Ancillary Agreement” means any agreement between E-House and CRIC including the Master
Transaction Agreement, Onshore Transitional Services Agreement, Non-Competition Agreement,
Registration Rights Agreement and CRIC Consulting and Service Agreement.



     “Claims” has the meaning set forth in Section 5(b)(iv) of this Agreement.



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



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



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



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



     “Early Termination Fees” has the meaning set forth in Section 4(b) of this Agreement.



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



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



     “Force Majeure Event” has the meaning set forth in Section 2(d)(ii) of this Agreement.



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



     “Historical Levels” has the meaning set forth in Section 2(d)(i) of this Agreement.



     “Indemnitor” has the meaning set forth in Section 5(b)(iv) of this Agreement.



     “Indemnitee” has the meaning set forth in Section 5(b)(iv) of this Agreement.



     “Information” means information 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



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communications), memoranda and other materials prepared by attorneys or under their direction
(including attorney work product), and other technical, financial, employee or business information
or data.



     “Initial Services” has the meaning set forth in Section 2(a) of this 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.



     “Law” means any law, statute, rule, regulation or other requirement imposed by a Governmental
Authority.



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



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



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



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



     “Person” means an individual, a general or limited partnership, a corporation, a trust, a
joint venture, an unincorporated organization, a limited liability entity, any other entity and any
Governmental Authority.



     “PRC” means the People’s Republic of China, which, for purposes of this Agreement only, does
not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region
and Taiwan.



     “Provider” means, with respect to any particular Service, the entity or entities identified on
the Schedule as the party to provide such Service.



     “Provider Personnel” has the meaning set forth in Section 2(i) of this Agreement.



     “Recipient” means, with respect to any particular Service, the entity or entities identified
on the Schedule as the party to receive such Service.



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



     “E-House Consultancy and Service Agreement” has the meaning set forth in Section 2.1 of the
Master Transaction Agreement.



     “Review Meetings” has the meaning set forth in Section 2(k) of this Agreement.



     “Schedule” has the meaning set forth in Section 2(a) of this Agreement.



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     “Service Period” means, with respect to any Service, the period commencing on the Live Filing
Date and ending on the earlier of (i) the date the Recipient terminates the provision of such
Service pursuant to Section 4(b), (ii) the date the Provider terminates the provision of such
Service pursuant to Section 4(c), (iii) 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 or (iv) 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 (iv), 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).



     “Services” has the meaning set forth in Section 2(b) of this Agreement.



     “System” means the software, hardware, data store or maintenance and support components or
portions of such components of a set of information assets identified in a Schedule.



     “Tax” means all forms of direct and indirect taxation or duties imposed, or required to be
collected or withheld, including charges, together with any related interest, penalties or other
additional amounts.



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



     “VAT” means value added tax, goods and services tax and any sales, transfer, services,
consumption, business, use or transaction tax.



     “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.



     “Work Product” has the meaning set forth in Section 2(j) of this Agreement.



SECTION 2. SERVICES.




     (a) Initial Services. Except as otherwise provided herein, during the applicable Service
Period, each Provider agrees to provide, or with respect to any service to be provided by an
Affiliate of the Provider, to cause such Affiliate to provide, to the Recipient, or with respect to
any service to be provided to an Affiliate of the Recipient, to such Affiliate, the applicable
services (the “Initial Services”) set forth on the Schedule (the “Schedule”) annexed hereto.



     (b) Additional Services. From time to time during the applicable Service Period, the
parties may identify additional services that the Provider will provide to the Recipient in
accordance with the terms of this Agreement (the “Additional Services” and, together with the
Initial Services, the “Services”). If the parties agree to add any Additional Services, the parties
will mutually create a Schedule or amend the existing Schedule for each such Additional Service
setting forth the identities of the Provider and the Recipient, a description of such Service, the
term during which such Service will be provided, the cost, if any, for such Service and any other
provisions applicable thereto. In order to become a part of this



4









 









Agreement, such amendment to the Schedule must be executed by a duly authorized representative
of each party, at which time such Additional Service will, together with the Initial Services, be
deemed to constitute a “Service” for the purposes hereof and will be subject to the terms and
conditions of this Agreement. The parties may, but will not be required to, agree on Additional
Services during the applicable Service Period. Notwithstanding anything to the contrary in the
foregoing or anywhere else in this Agreement, any service actually performed by the Provider upon
written or oral request by the Recipient in connection with this Agreement will be deemed to
constitute a “Service” for the purposes of Sections 3 and 5(b), but such “Service” will only be
incorporated into this Agreement by an amendment as set forth in this Section 2(b) and Section
5(k). Notwithstanding the foregoing, neither party will have any obligation to agree to provide
Additional Services.



     (c) Scope of Services. Notwithstanding anything to the contrary herein, (i) neither the
Provider nor any of its Affiliates will be required to perform or to cause to be performed any of
the Services for the benefit of any third party or any other person other than the applicable
Recipient or its Affiliates, and (ii) the Provider makes no warranties, express or implied, with
respect to the Services, except as provided in Section 2(e).



     (d) Limitation on Provision of Services 




	 	 	(i) Except as expressly contemplated in the Schedule, neither the Provider nor any
of its Affiliates will be obligated to perform or to cause to be performed any
Service in a volume or quantity that exceeds on an annualized basis 150 percent of
the historical volumes or quantities of Services performed by it or its Affiliates
for the business of the Recipient during calendar year 2008, without reference to
the transactions contemplated by the Master Transaction Agreement (“Historical
Levels”); provided, however, that if the Recipient wishes to increase the volume or
quantity of such Services provided under this Agreement by more than such amount,
the Recipient will make a request to the appropriate Provider in writing in
accordance with Section 5(m) at least fifteen (15) days prior to the next Review
Meeting setting out in as much detail as reasonably possible the change requested
and the reason for requesting the change, which request will be considered at the
next Review Meeting. The Provider may, in its sole discretion, choose to accommodate
or not to accommodate any such request in part or in full.
	 
	 	 	(ii) In case performance of any terms or provisions hereof will be delayed or
prevented, in whole or in part, because of, or related to, compliance with any Law,
decree, request or order of any Governmental Authority, either local, state, federal
or foreign, or because of riots, war, public disturbance, strike, labor dispute,
fire explosion, storm, flood, acts of God, major breakdown or failure of
transportation, manufacturing, distribution or storage facilities, or for any other
reason which is not within the control of the party whose performance is interfered
with and which by the exercise of reasonable diligence such party is unable to
prevent (each, a “Force Majeure Event”), then upon prompt notice by the party so
suffering to the other party, the party suffering will be excused from its
obligations hereunder during the period such Force Majeure Event continues, and no
liability will attach against either party on account thereof. No party will be
excused from performance if such party fails to use reasonable diligence to remedy
the situation and remove the cause and effect of the Force Majeure Event.




5









 














	 	 	(iii) If the Provider is unable to provide a Service hereunder because it does not
have the necessary assets because such asset was transferred from the Provider to
the Recipient, the parties will determine a mutually acceptable arrangement to
provide the necessary access to such asset and until such time as access is
provided, the Provider’s failure to provide such Service will not be a breach of
this Agreement.
	 
	 	 	(iv) Notwithstanding anything to the contrary contained herein, this Agreement will
not constitute an agreement for the Provider to provide Services to the Recipient to
the extent that the provision of any such Services would not be in compliance with
applicable Laws.





     (e) Standard of Performance; Standard of Care 




	 	 	(i) The Provider will use its commercially reasonable efforts to provide and cause
its Affiliates to provide the Services in a manner which is substantially similar in
nature, quality and timeliness to the services provided by the applicable Provider
to the applicable Recipient immediately prior to the date hereof; provided, however,
that nothing in this Agreement will require the Provider to prioritize or otherwise
favor the Recipient over any third parties or any of the Provider’s or the
Provider’s Affiliates’ business operations. The Recipient acknowledges that the
Provider’s obligation to provide the Services is contingent upon the Recipient (A)
providing in a timely manner all information, documentation, materials, resources
and access requested by the Provider and (B) making timely decisions, approvals and
acceptances and taking in a timely manner such other actions requested by the
Provider, in each case that the Provider (in its reasonable business judgment)
believes is necessary or desirable to enable the Provider to provide the Services;
provided, however, that the Provider requests such approvals, information, materials
or services with reasonable prior notice to the extent practicable. Notwithstanding
anything to the contrary herein, the Provider shall not be responsible for any
failure to provide any Service in the event that the Recipient has not fully
complied with the immediately preceding sentence. The parties acknowledge and agree
that nothing contained in the Schedule will be deemed to (A) increase or decrease
the standard of care imposed on the Provider, (B) expand the scope of the Services
to be provided as set forth in Section 2, except to the extent that the Schedule
references a Service that was not provided immediately prior to the date hereof, or
(C) limit Sections 5(a) and 5(b).
	 
	 	 	(ii) In providing the Services, except to the extent necessary to maintain the level
of Service provided on the date hereof (or with respect to any Additional Service,
the agreed-upon level), the Provider will not be obligated to: (A) hire any
additional employees or (B) purchase, lease or license any additional equipment,
software or other assets; and in no event will the Provider be obligated to (x)
maintain the employment of any specific employee or (y) pay any costs related to the
transfer or conversion of the Recipient’s data to the Provider or any alternate
supplier of Services. Further, the Provider will have the right to designate which
personnel it will assign to perform the Services, and it will have the right to
remove and replace any such personnel at any time or designate any of its Affiliates
or a third party provider




6









 








	 	 	at any time to perform the Services. At the Recipient’s request, the Provider will
consult in good faith with the Recipient regarding the specific personnel to provide
any particular Services; provided, however, that the Provider’s decision will
control and be final and binding.






	 	 	(iii) The Provider’s sole responsibility to the Recipient for errors or omissions
committed by the Provider in performing the Services will be to correct such errors
or omissions in the Services at no additional cost to the Recipient; provided,
however, that the Recipient must promptly advise the Provider of any such error or
omission of which it becomes aware after having used commercially reasonable efforts
to detect any such errors or omissions.
	 
	 	 	(iv) The parties and their respective Affiliates will use good faith efforts to
cooperate with each other in connection with the performance of the Services
hereunder, including producing on a timely basis all information that is reasonably
requested with respect to the performance of Services; provided, however, that such
cooperation not unreasonably disrupt the normal operations of the parties and their
respective Affiliates; provided further, that the party requesting cooperation will
pay all reasonable out-of-pocket costs and expenses incurred by the party furnishing
cooperation, unless otherwise expressly provided in this Agreement or the Master
Transaction Agreement. Such cooperation will include exchanging information,
providing electronic access to systems used in connection with the Services and
obtaining or granting all consents, licenses, sublicenses or approvals necessary to
permit each party to perform its obligations hereunder. Notwithstanding anything in
this Agreement to the contrary, the Recipient will be solely responsible for paying
for the costs of obtaining such consents, licenses, sublicenses or approvals,
including reasonable legal fees and expenses. Either party providing electronic
access to systems used in connection with Services may limit the scope of access to
the applicable requirements of the relevant matter through any reasonable means
available, and any such access will be subject to the terms of Section 5(h). The
exchange of information or records (in any format, electronic or otherwise) related
to the provision of Services under this Agreement will be made to the extent that
(A) such records/information exist and are created in the ordinary course, (B) do
not involve the incurrence of any material expense, and (C) are reasonably necessary
for any such party to comply with its obligations hereunder or under applicable Law.
Subject to the foregoing terms, the parties will cooperate with each other in making
information available as needed in the event of a Tax audit or in connection with
statutory or governmental compliance issues, whether in the PRC or any other
country; provided, however, that the provision of such information will be without
representation or warranty as to the accuracy or completeness of such information.
For the avoidance of doubt, and without limiting any privilege or protection that
now or hereafter may be shared by the Provider and the Recipient, neither party will
be required to provide any document if the party who would provide such document
reasonably believes that so doing would waive any privilege or protection (e.g.,
attorney-client privilege) applicable to such document.
	 
	 	 	(v) If the Provider reasonably believes it is unable to provide any Service because
of a failure to obtain necessary consents (e.g., third-party approvals or




7









 








	 	 	instructions or approvals from the Recipient required in the ordinary course of
providing a Service), licenses, sublicenses or approvals contemplated by Section
2(e)(iv), such failure shall not constitute a breach hereof by the Provider and the
parties will cooperate to determine the best alternative approach; provided,
however, that in no event will the Provider be required to provide such Service
until an alternative approach reasonably satisfactory to the Provider is found or
the consents, licenses, sublicenses or approvals have been obtained.





     (f) Prices for Services. Services provided to any Recipient pursuant to the terms of this
Agreement will be charged at the prices set forth for such Service on the Schedule. At the end of
each twelve (12) months during the Service Period, the Provider will review the charges, costs and
expenses actually incurred by the Provider in providing any Service (collectively, “Actual Cost”)
during the previous twelve (12) months. In the event the Provider determines that the Actual Cost
for any service materially differs from the aggregate costs charged to Recipient for that Service
for that period, the Provider will deliver to Recipient documentation for such Actual Cost and the
parties will renegotiate in good faith to adjust the appropriate costs charged to the Recipient
prospectively.



     (g) Changes in Services. The parties agree and acknowledge that any Provider may make
changes from time to time in the manner of performing the applicable Services if such Provider is
making similar changes in performing similar services for itself, its Affiliates or other third
parties, if any, and if such Provider furnishes to the Recipient substantially the same notice (in
content and timing) as such Provider provides to its Affiliates or other third parties, if any,
respecting such changes. In addition, and without limiting the immediately preceding sentence in
any way, and notwithstanding any provision of this Agreement to the contrary, such Provider may
make any of the following changes without obtaining the prior consent of the Recipient: (i) changes
to the process of performing a particular Service that do not adversely affect the benefits to the
Recipient of such Provider’s provision or quality of such Service in any material respect or
materially increase the charge for such Service; (ii) emergency changes on a temporary and
short-term basis; and (iii) changes to a particular Service in order to comply with applicable Law
or regulatory requirements.



     (h) Services Performed by Third Parties. Nothing in this Agreement will prevent the
Provider from using its Affiliates or third parties to perform all or any part of a Service
hereunder. The Provider will remain fully responsible for the performance of its obligations under
this Agreement in accordance with its terms, including any obligations it performs through its
Affiliates or third parties, and the Provider will be solely responsible for payments due any such
Affiliates or third parties.



     (i) Responsibility for Provider Personnel. All personnel employed, engaged or otherwise
furnished by the Provider in connection with its rendering of the Services will be the Provider’s
employees, agents or subcontractors, as the case may be (collectively, “Provider Personnel”). The
Provider will have the sole and exclusive responsibility for Provider Personnel, will supervise
Provider Personnel and will cause Provider Personnel to cooperate with the Recipient in performing
the Services in accordance with the terms and conditions of Section 2(e). The Provider will pay and
be responsible for the payment of any and all premiums, contributions and taxes for workers’
compensation insurance, unemployment compensation, disability insurance, and all similar provisions
now or hereafter imposed by any Governmental Authority with respect to, or measured by, wages,
salaries or other compensation paid, or to be paid, by the Provider to Provider Personnel.



8









 







     (j) Services Rendered as a Work-For-Hire; Return of Equipment; Internal Use; No Sale,
Transfer, Assignment; Copies. All materials, software, tools, data, inventions, works of
authorship, documentation, and other innovations of any kind, including any improvements or
modifications to the Provider’s proprietary computer software programs and related materials, that
the Provider, or personnel working for or through the Provider, may make, conceive, develop or
reduce to practice, alone or jointly with others, in the course of performing Services or as a
result of such Services, whether or not eligible for patent, copyright, trademark, trade secret or
other legal protection (collectively the “Work Product”), as between the Provider and the
Recipient, will be solely owned by the Provider. Upon the termination of any of the Services, (i)
the Recipient will return to the Provider, as soon as practicable, any equipment or other property
of the Provider relating to such terminated Services which is owned or leased by the Provider and
is, or was, in the Recipient’s possession or control; and (ii) the Provider will transfer to the
Recipient, as soon as practicable, any and all supporting, back-up or organizational data or
information of the Recipient used in supplying the Service to the Recipient. In addition, the
parties will use good-faith efforts at the termination of this Agreement or any specific Service
provided hereunder, to ensure that all user identifications and passwords related thereto, if any,
are canceled, and that any other data (as well as any and all back-up of that data) pertaining
solely to the other party and related to such Service will be returned to such other party and
deleted or removed from the applicable computer systems. All systems, procedures and related
materials provided to the Recipient are for the Recipient’s internal use only and only as related
to the Services or any of the underlying Systems used to provide the Services, and unless the
Provider gives its prior written consent in each and every instance (in its sole discretion), the
Recipient may not sell, transfer, assign or otherwise use the Services provided hereunder, in whole
or in part, for the benefit of any person other than an Affiliate of the Recipient. The Recipient
will not copy, modify, reverse engineer, decompile or in any way alter Systems without the
Provider’s express written consent (in its sole discretion).



     (k) Cooperation. Each party will designate in writing to the other party one (1)
representative to act as a contact person with respect to all issues relating to the provision of
the Services pursuant to this Agreement. Such representatives will hold review meetings by
telephone or in person, as mutually agreed upon, approximately once every quarter to discuss issues
relating to the provision of the Services under this Agreement (“Review Meetings”). In the Review
Meetings such representatives will be responsible for (A) discussing any problems identified
relating to the provision of Services and, to the extent changes are agreed upon, implementing such
changes and (B) providing notice that any Service has since the prior Review Meeting for the first
time exceeded, or is anticipated to exceed, the usual and customary volume for such Service as
described in the Schedule.



SECTION 3. CHARGES AND PAYMENT.




     (a) Procedure. Charges for the Services will be charged to and payable by the Recipient.
Amounts payable pursuant to the terms of this Agreement will be paid to the Provider on a quarterly
basis.



     (b) Late Payments. Charges not paid within twenty-five (25) days after the date when
payable will bear interest at the rate of 0.75% per month for the period commencing on the due date
and ending on the date that is twenty-five (25) days after such due date, and thereafter at the
rate of 1.5% per month until the date payment is received in full by the Provider.



9









 







SECTION 4. TERM AND TERMINATION.




     (a) Termination Dates. Unless otherwise terminated pursuant to this Sections 4, this
Agreement will terminate with respect to any Service at the close of business on the last day of
the Service Period for such Service, unless the parties have agreed in writing to an extension of
the Service Period.



     (b) Early Termination by the Recipient. As provided in the Schedule (regarding the
required number of days for written notice), the Recipient may terminate this Agreement with
respect to either all or any one or more of the Services, at any time and from time to time (except
in the event such termination will constitute a breach by Provider of a third party agreement
related to providing such Services), by giving the required written notice to the Provider of such
termination (each, a “Termination Notice”). Early termination by the Recipient will obligate the
Recipient to pay to the Provider the entire early termination fee provided for in the Schedule
subject (in whole or in part) to early termination (the “Early Termination Fees”). Unless provided
otherwise in the Schedule, all Services of the same type must be terminated simultaneously. As soon
as reasonably practicable after its receipt of a Termination Notice, the Provider will advise the
Recipient as to whether early termination of such Services will require the termination or partial
termination, or otherwise affect the provision of, certain other Services. If this will be the
case, the Recipient may withdraw its Termination Notice within ten (10) days. If the Recipient does
not withdraw the Termination Notice within such period, such termination will be final and the
Recipient will be deemed to have agreed to the termination, partial termination or affected
provision of such other Services and to pay the Early Termination Fees.



     (c) Termination by the Provider. As provided in the Schedule (regarding the required
number of days of written notice), the Provider may terminate this Agreement with respect to either
all or any one or more of the Services, at any time and from time to time, by giving the required
written notice to the Recipient of such termination, if at such time the Provider does not perform
such Service for itself or its Affiliates. Additionally, the Provider may terminate this Agreement
by giving written notice of such termination to the Recipient, if the Recipient breaches any
material provision of this Agreement (including a failure to timely pay an invoiced amount);
provided, however, that the Recipient will have thirty (30) days after receiving such written
notice to cure any breach which is curable before the termination becomes effective.



     (d) Effect of Termination of Services. In the event of any termination with respect to one
or more, but less than all, of the Services, this Agreement will continue in full force and effect
with respect to any Services not so terminated. Upon the termination of any or all of the Services,
the Provider will cease, or cause its applicable Affiliates or third-party providers to cease,
providing the terminated Services. Upon each such termination, the Recipient will promptly (i) pay
to the Provider all fees accrued through the effective date of the Termination Notice, and (ii)
reimburse the Provider for the termination costs actually incurred by the Provider resulting from
the Recipient’s early termination of such Services, if any, including those costs owed to
third-party providers, but excluding costs related to the termination of any particular Provider
employees in connection with such termination of Services (including wrongful termination claims)
unless the Recipient was notified in writing that such particular employees were being engaged in
order for the Provider to provide such Services.



10









 







     (e) Data Transmission. In connection with the termination of a particular Service, on or
prior to the last day of each relevant Service Period, the Provider will cooperate fully and will
cause its Affiliates to cooperate fully to support any transfer of data concerning the relevant
Services to the applicable Recipient. If requested by the Recipient in connection with the prior
sentence, the Provider will deliver and will cause its Affiliates to deliver to the applicable
Recipient, within such time periods as the parties may reasonably agree, all records, data, files
and other information received or computed for the benefit of such Recipient during the Service
Period, in electronic and/or hard copy form; provided, however, that (i) the Provider will not have
any obligation to provide or cause to provide data in any non-standard format and (ii) if the
Provider, in its sole discretion, upon request of the Recipient, chooses to provide data in any
non-standard format, the Provider and its Affiliates will be reimbursed for their reasonable
out-of-pocket costs for providing data electronically in any format other than its standard format,
unless expressly provided otherwise in the Schedule.



SECTION 5. MISCELLANEOUS.




     (a) DISCLAIMER OF WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
THE PROVIDER MAKES NO AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, WITH RESPECT
TO THE SERVICES, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE PROVIDER MAKES NO REPRESENTATIONS
OR WARRANTIES AS TO THE QUALITY, SUITABILITY OR ADEQUACY OF THE SERVICES FOR ANY PURPOSE OR USE.



     (b) Limitation of Liability; Indemnification




	 	 	(i) Each party acknowledges and agrees that the obligations of the other party
hereunder are exclusively the obligations of such other party and are not guaranteed
directly or indirectly by such other party’s shareholders, members, managers,
officers, directors, agents or any other person. Except as otherwise specifically
set forth in the Master Transaction Agreement, and subject to the terms of this
Agreement, each party will look only to the other party and not to any manager,
director, officer, employee or agent for satisfaction of any claims, demands or
causes of action for damages, injuries or losses sustained by any party as a result
of the other party’s action or inaction.
	 
	 	 	(ii) Notwithstanding (A) the Provider’s agreement to perform the Services in
accordance with the provisions hereof, or (B) any term or provision of the Schedule
to the contrary, the Recipient acknowledges that performance by the Provider of the
Services pursuant to this Agreement will not subject the Provider, any of its
Affiliates or their respective members, shareholders, managers, directors, officers,
employees or agents to any liability whatsoever, except as directly caused by the
gross negligence or willful misconduct on the part of the Provider or any of its
members, shareholders, managers, directors, officers, employees and agents;
provided, however, that the Provider’s liability as a result of such gross
negligence or willful misconduct will be limited to an amount not to exceed the
lesser of (i) the price paid for the particular Service, (ii) the Recipient’s or its
Affiliate’s cost of performing the Service itself during the remainder of the
applicable Service Period or (iii) the Recipient’s




11









 








	 	 	cost of obtaining the Service from a third party during the remainder of the
applicable Service Period; provided further that the Recipient and its Affiliates
will exercise their commercially reasonable efforts to minimize the cost of any such
alternatives to the Services by selecting the most cost effective alternatives which
provide the functional equivalent of the Services replaced.
	 
	 	 	(iii) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO
EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS
SUFFERED BY THE OTHER PARTY OR ITS AFFILIATES, HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER; PROVIDED, HOWEVER, THAT
TO THE EXTENT EITHER PARTY OR ITS RESPECTIVE AFFILIATES IS REQUIRED TO PAY (A) ANY
AMOUNT ARISING OUT OF THE INDEMNITY SET FORTH IN SECTION 5(b)(ii) AND (B) ANY
SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST
PROFITS TO A THIRD PARTY WHO IS NOT AN AFFILIATE OF EITHER PARTY, IN EACH CASE IN
CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES OF
THE INDEMNIFIED PARTY AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS
SECTION 5(b)(iii).
	 
	 	 	(iv) The Recipient agrees to indemnify and hold harmless the Provider, the Provider
or its Affiliates and their respective members, shareholders, managers, directors,
officers, employees and agents with respect to any claims or liabilities (including
reasonable attorneys’ fees) (“Claims”), which may be asserted or imposed against the
Provider or such persons by a third party who is not an affiliate of either party,
as a result of (A) the provision of the Services pursuant to this Agreement, or (B)
the material breach by the Recipient of a third-party agreement that causes or
constitutes a material breach of such agreement by the Provider, except (with
respect to both of the foregoing) for any claims which are directly caused by the
gross negligence or willful misconduct of the Provider or such persons. Each party
as indemnitee (“Indemnitee”) will give the other party as indemnitor (“Indemnitor”)
prompt written notice of any Claims. If Indemnitor does not notify Indemnitee within
a reasonable period after Indemnitor’s receipt of notice of any Claim that
Indemnitor is assuming the defense of Indemnitee, then until such defense is assumed
by Indemnitor, Indemnitee shall have the right to defend, contest, settle or
compromise such Claim in the exercise of its reasonable judgment and all costs and
expenses of such defense, contest, settlement or compromise (including reasonable
outside attorneys’ fees and expenses) will be reimbursed to Indemnitee by
Indemnitor. Upon assumption of the defense of any such Claim, Indemnitor will, at
its own cost and expense, select legal counsel, conduct and control the defense and
settlement of any suit or action which is covered by Indemnitor’s indemnity.
Indemnitee shall render all cooperation and assistance reasonably requested by the
Indemnitor and Indemnitor will keep Indemnitee fully apprised of the status of any
Claim. Notwithstanding the




12









 








	 	 	foregoing, Indemnitee may, at its election and sole expense, be represented in such
action by separate counsel and Indemnitee may, at its election and sole expense,
assume the defense of any such action, if Indemnitee hereby waives Indemnitor’s
indemnity hereunder. Unless Indemnitee waives the indemnity hereunder, in no event
shall Indemnitee, as part of the settlement of any claim or proceeding covered by
this indemnity or otherwise, stipulate to, admit or acknowledge any liability or
wrongdoing (whether in contract, tort or otherwise) of any issue which may be
covered by this indemnity without the consent of the Indemnitor (such consent not to
be unreasonably withheld or delayed).





     (c) Compliance with Law and Governmental Regulations. The Recipient will be solely
responsible for (i) compliance with all Laws affecting its business and (ii) any use the Recipient
may make of the Services to assist it in complying with such Laws. Without limiting any other
provisions of this Agreement, the parties agree and acknowledge that neither party has any
responsibility or liability for advising the other party with respect to, or ensuring the other
party’s compliance with, any public disclosure, compliance or reporting obligations of such other
party (including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the Sarbanes-Oxley Act of 2002 and rules and regulations promulgated under such Acts or
any successor provisions), regardless of whether any failure to comply results from information
provided hereunder.



     (d) No Partnership or Joint Venture; Independent Contractor. Nothing contained in this
Agreement will constitute or be construed to be or create a partnership or joint venture between
the parties or any of their respective Affiliates, successors or assigns. The parties understand
and agree that this Agreement does not make either of them an agent or legal representative of the
other for any purpose whatsoever. No party is granted, by this Agreement or otherwise, any right or
authority to assume or create any obligation or responsibilities, express or implied, on behalf of
or in the name of any other party, or to bind any other party in any manner whatsoever. The parties
expressly acknowledge that the Provider is an independent contractor with respect to the Recipient
in all respects, including with respect to the provision of the Services.



     (e) Non-Exclusivity. The Provider and its Affiliates may provide services of a nature
similar to the Services to any other Person. There is no obligation for the Provider to provide the
Services to the Recipient on an exclusive basis.



     (f) Expenses. Except as otherwise provided herein, each party will pay its own expenses
incident to the negotiation, preparation and performance of this Agreement, including the fees,
expenses and disbursements of their respective investment bankers, accountants and counsel.



     (g) Further Assurances. From time to time, each party will use its commercially reasonable
efforts to take or cause to be taken, at the cost and expense of the requesting party, such further
actions as may be reasonably necessary to consummate or implement the transactions contemplated
hereby or to evidence such matters.



     (h) Confidentiality. 




	 	 	(i) Subject to Section 5(h)(iii), each party, on behalf of itself and its respective
Affiliates, agrees to hold, and to cause its respective directors,




13









 








	 	 	officers, employees, agents, accountants, counsel and other advisors and
representatives to hold, in strict confidence, with at least the same degree of care
that applies to such party’s confidential and proprietary information pursuant to
policies in effect as of the date hereof, all Information concerning the other party
and its Affiliates that is either in its possession (including Information in its
possession prior to the date hereof) or furnished by the other party, its Affiliates
or their respective directors, officers, managers, employees, agents, accountants,
counsel and other advisors and representatives at any time pursuant to this
Agreement or otherwise, and will not use any such Information other than for such
purposes as will be expressly permitted hereunder or thereunder, except, in each
case, to the extent that such Information has been (i) in the public domain through
no fault of such party or its Affiliates or any of their respective directors,
officers, managers, employees, agents, accountants, counsel and other advisors and
representatives, (ii) later lawfully acquired from other sources by such party (or
its Affiliates) which sources are not themselves bound by a confidentiality
obligation, or (iii) independently generated without reference or prior access to
any proprietary or confidential Information of the other party.
	 
	 	 	(ii) Each party agrees not to release or disclose, or permit to be released or
disclosed, any Information of the other party or its Affiliates to any other Person,
except its directors, officers, employees, agents, accountants, counsel and other
advisors and representatives who need to know such Information (who will be advised
of their obligations hereunder with respect to such Information), except in
compliance with Section 5(h)(iii); provided, however, that any Information may be
disclosed to third parties (who will be advised of their obligation hereunder with
respect to such Information) retained by the Provider as the Provider reasonably
deems necessary to perform the Services.
	 
	 	 	(iii) In the event that any party or any of its Affiliates either determines on the
advice of its counsel that it is required to disclose any Information pursuant to
applicable Law (including pursuant to any rule or regulation of any Governmental
Authority) or receives any demand under lawful process or from any Governmental
Authority to disclose or provide Information of any other party (or of the other
party’s Affiliates) that is subject to the confidentiality provisions hereof, such
party will notify the other party prior to disclosing or providing such Information
and will cooperate at the expense of such other party in seeking any reasonable
protective arrangements (including by seeking confidential treatment of such
Information) requested or required by such other party. Subject to the foregoing,
the person that received such a request or determined that it is required to
disclose Information may thereafter disclose or provide Information to the extent
required by such Law (as so advised by counsel) or by lawful process or such
Governmental Authority; provided, however, that such Person provides the other party
upon request with a copy of the Information so disclosed.




14









 













     (i) Headings. The Section and paragraph headings contained in this Agreement or in the
Schedule hereto and in the table of contents to this Agreement are for reference purposes only and
will not affect in any way the meaning or interpretation of this Agreement.



     (j) Interpretation. For all purposes of this Agreement and the Schedule delivered pursuant
to this Agreement: (i) the terms defined in Section 1(a) have the meanings assigned to them in
Section 1(a) and include the plural as well as the singular; (ii) all accounting terms not
otherwise defined herein have the meanings assigned under U.S. GAAP; (iii) all references in this
Agreement to designated “Sections”, “Schedule” and other subdivisions are to the designated
Sections, Schedule and other subdivisions of the body of this Agreement; (iv) pronouns of either
gender or neuter will include, as appropriate, the other pronoun forms; (v) 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; (vi) “or” is not exclusive; (vii) “including”
and “includes” will be deemed to be followed by “but not limited to” and “but is not limited to”,
respectively; (viii) “party” or “parties” refer to a party or parties to this Agreement unless
otherwise indicated; (ix) 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 (x) any definition
of, or reference to, any statute will be construed as referring also to any rules and regulations
promulgated thereunder.



     (k) Amendments. This Agreement (including the Schedule) may not be amended except by an
instrument in writing executed by a duly authorized representative of each party. By an instrument
in writing, the Provider, on the one hand, or the Recipient, on the other hand, may waive
compliance by the other with any term or provision of this Agreement (including the Schedule) that
such other party was or is obligated to comply with or perform. Any such waiver will only be
effective in the specific instance and for the specific and limited purpose for which it was given
and will not be deemed a waiver of any other provision of this Agreement (including the Schedule)
or of the same breach or default upon any recurrence thereof. No failure on the part of any party
to exercise and no delay in exercising any right hereunder will operate as a waiver thereof nor
will any single or partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right.



     (l) Inconsistency. Neither the making nor the acceptance of this Agreement will enlarge,
restrict or otherwise modify the terms of the Master Transaction Agreement or constitute a waiver
or release by any party of any liabilities, obligations or commitments imposed upon them by the
terms of the Master Transaction Agreement, including the representations, warranties, covenants,
agreements and other provisions of the Master Transaction Agreement. In the event of any conflict
between the terms of this Agreement (including the Schedule), on the one hand, and the terms of the
Master Transaction Agreement, on the other hand, with respect to the subject matters of this
Agreement, the terms of this Agreement will control. In the event of any inconsistency between the
terms of this Agreement, on the one hand, and any of the Schedule, on the other hand, the terms of
this Agreement (other than charges for Services) will control.



     (m) 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:




15









 









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.




     (n) Assignment; No Third-Party Beneficiaries. Neither this Agreement nor any of the rights
and obligations of the parties may be assigned by any party without the prior written consent of
the other party, except that (i) the Recipient may assign its rights under this Agreement to any
Affiliate or Affiliates of the Recipient without the prior written consent of the Provider, (ii)
the Provider may assign any rights and obligations hereunder to (A) any Affiliate or Affiliates of
the Provider capable of providing such Services hereunder or (B) third parties to the extent such
third parties are routinely used to provide the Services to Affiliates and businesses of the
Provider, in either case without the prior written consent of the Recipient, and (iii) an
assignment by operation of Law in connection with a merger or consolidation will not require the
consent of the other party. Notwithstanding the foregoing, each party will remain liable for all of
its respective obligations under this Agreement. Subject to the first sentence of this Section
5(n), this Agreement will be binding upon and inure to the benefit of the parties and their
respective successors and assigns and no other person will have any right, obligation or benefit
hereunder. Any attempted assignment or transfer in violation of this Section 5(n) will be void.



     (o) Entire Agreement. This Agreement, the Ancillary Agreements, the Schedule and
appendices hereto and thereto contain the entire agreement between the parties with respect to the
subject matter hereof, supersede all previous agreements, negotiations, discussions, writings,
understandings, commitments and conversations with respect to such subject matter and there are no
agreements or understandings between the parties with respect to such subject matter other than
those set forth or referred to herein or therein.



16









 







     (p) Counterparts. This Agreement may be executed in one or more counterparts, all of which
will be considered one and the same agreement, and will become effective when one or more such
counterparts have been signed by each of the parties and delivered to the other party. Delivery of
an executed counterpart of a signature page of this Agreement by facsimile or other electronic
imaging means will be effective as delivery of a manually executed counterpart of this Agreement.



     (q) Severability. If any term or provision of this Agreement is invalid, illegal or
incapable of being enforced by any applicable Law or public policy, all other conditions and
provisions of this Agreement will nonetheless remain in full force and effect so long as the
economic and legal substance of the transactions contemplated by this Agreement 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 will negotiate in good
faith to modify this Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions contemplated by this
Agreement are consummated as originally contemplated to the fullest extent possible.



     (r) Incorporation by Reference. The Schedule to this Agreement is incorporated herein by
reference and made a part of this Agreement as if set forth in full herein.



     (s) 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 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.



17









 







     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of
the date first written above.





	 	 	 	 	 
	 	E-House (China) Holdings Limited

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

 	 
	 	By:  	/s/ Xin Zhou
 	 
	 	 	 	 
	 	Name:
 		 
	 	Title:  	 	 



18









 








	 	 	 	 	 



Schedule

Services




Types of Services:


1. General Finance and Accounting Support Services



2. Human Resources Management Support Services



3. Administrative Support Services



4. Internal Control and Internal Audit Support Services



5. Operational Management Support Services



6. Legal Support Services



7. Information Technology Support Services



Provider: E-House or an Affiliate of E-House



Recipient: CRIC or an Affiliate of CRIC



Scope and Annual Volume of Each Type of Services: Based on the Recipient’s reasonable request
subject to the terms of this Agreement, provided that the Provider actually performs such Service
for itself or its Affiliates.



Price: The actual Direct Costs and Indirect Costs of providing such Services. “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.



Required Notice Period for Termination by Recipient Pursuant to Section 4(b) of this Agreement: 90
days



Required Notice Period for Termination by Provider Pursuant to Section 4(b) of this Agreement: 90
days





Schedule - 1