exv10w9






Exhibit 10.9





TRANSLATION FOR REFERENCE ONLY





Advisor Engagement Agreement



This Advisor Engagement Agreement (this “Agreement”) is entered into by and between the
following parties on January 23, 2008:



Yuanming Li, a PRC citizen with his ID Card No. being 21021119560326581x (the “Advisor”); and



HiSoft Technology International Limited, whose registered address is Cricket Square, Hutchins
Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands (the “Company”).



WHEREAS,



In accordance with the Binding Memorandum of Understanding, dated September 30, 2007, concluded by
and among the Advisor, the Company, HiSoft Technology (Dalian) Co., Ltd. and Dalian Haihui Sci-Tech
Co., Ltd. (“Haihui Dalian”) (the “Memorandum”), the Company intends to engage the Advisor as the
advisor of the Company to provide services to the Company and its Affiliates, and the Advisor
agrees to accept such engagement.



After consultations, the parties hereby agree as follows:





	1.	 	Definitions
	 
	1.1	 	In this Agreement, unless the context otherwise indicates, the following terms shall have the
following meanings:
	 
	 	 	"Affiliate” means, with respect to any person, any other person directly or indirectly
controlling or controlled by the said person or under direct or indirect common control with
the said person. In this definition, “control” (including “controlling”, “controlled”, “under
common control” and other correlative terms) means the company having a direct or indirect
right to direct the management or policy of the said person or control the act of the said
person through securities with voting power, by contracts or otherwise.
	 
	 	 	"Businesses” means various businesses conducted by the Company and its Affiliates currently and
during the Term, including but not limited to software outsourcing business.
	 
	 	 	"Services” means all services in relation to the Businesses of the Company and its Affiliates,
as required by the Company and its Affiliates, including but not limited to assistance provided
to Haihui Dalian to legitimately and actually obtain the subsidies or rewards offered by the
Chinese government.
	 
	 	 	"Share Options” is defined in Article 4.2 hereof.
	 
	 	 	"Term” means the period from January 1, 2008 to December 31, 2008.
	 
	 	 	"Territory” means the People’s Republic of China, excluding Hong Kong, Macao and Taiwan.
	 
	2.	 	Scope and Term of Services





					
	 	 	 	 	 
	Advisor Engagement Agreement
	 	1/10
	 	 







 









 







TRANSLATION FOR REFERENCE ONLY






	2.1	 	The Company hereby engages and appoints the Advisor to act as an advisor within the Term of
this Agreement, and the Advisor agrees to work for the Company with loyalty and to try his
best to provide the Services as required by the Company. Unless a prior and expressly written
consent of the Company is obtained, the Advisor shall not authorize or transfer all or any
part of his obligations hereunder to any other party, or subcontract the same to any third
party for actual performance, and the Advisor hereby acknowledges that this Agreement shall
inure solely to his benefit.
	 
	2.2	 	The Advisor shall assume the following obligations to the Company and its Affiliates: he
shall provide suggestion with respect to the coordination between the Company and various
governmental authorities and the development of the Company’s business in Japan, and the
specific assignments may be agreed upon by the Advisor and the Company from time to time.
	 
	3.	 	Obligations of the Advisor
	 
	3.1	 	The Advisor undertakes that he shall fully observe the applicable laws and regulations in
performing his obligations.
	 
	3.2	 	The Advisor undertakes that, unless a prior and expressly written consent of the Company is
obtained, during the Term of this Agreement, he and his Affiliates will not solicit and
recruit any current employee of the Company and its Affiliates or employees who have left the
Company and its Affiliates in less than three (3) months, except the employees listed in
Appendix 1 attached hereto. With regard to the solicitation of the employees listed in
Appendix 1 attached hereto by the Advisor and his Affiliates, the Advisor undertakes that (i)
he will pay such employees salaries and undertake relevant social insurance and housing fund
and any other obligation under the employment agreement between the Company or its Affiliates
and such employees as from January 1, 2008, (ii) he will cause such employees to sign proper
written documents with the Company or its Affiliates no later than February 29, 2008,
certifying that such employees will have terminated the employments with the Company or its
Affiliates from the date on which the said written documents are signed, (iii) he shall ensure
that such employees will not claim any right against the Company or its Affiliate with respect
to the aforesaid termination of employment, including claim for economic compensation, (iv) if
Haihui Dalian incurs any costs, expenses and fees (including but not limited to employee
salaries, social insurance, housing fund and other operation costs) during the period from
January 1, 2008 to the date on which the shareholders of Haihui Dalian complete the transfer
of their shares in Haihui Dalian to the transferees designated by the Company, i.e. Jiuchang
Wang, Shi Li and Xin Zhang, pursuant to the Share Transfer Contract executed in January 2008
among the shareholders of Haihui Dalian and such designated third parties, or to the date on
which the aforesaid employment is terminated (whichever is later, the “Target Date”), such
costs, expenses and costs, after deducting (i) Renminbi twenty thousand (RMB20,000) to be used
by Haihui Dalian for external investment, and (ii) service fee in the amount of Renminbi one
million six hundred and twenty eight thousand four hundred and ten (RMB1,628,410) in total to
be paid by Haihui Dalian to Dalian Borui Information Technology Co., Ltd., the Affiliate of
the Advisor, pursuant to the Advisory Services Agreement executed between Haihui Dalian and
Dalian Borui Information Technology Co., Ltd. on the date of this Agreement, shall be regarded
as the loan provided by Haihui Dalian to the Advisor, and the Advisor undertakes that within
fourteen (14) calendar days following the Target Date, he will repay the aforesaid loan to
Haihui Dalian by himself or a third party designated by him.











					
	 	 	 	 	 
	Advisor Engagement Agreement
	 	2/10
	 	 





 









 








TRANSLATION FOR REFERENCE ONLY



	 	 	The parties hereto acknowledge that it is in reliance on the Advisor’s observance of the above
undertakings that the Company agrees to sign and perform this Agreement.






	4.	 	Compensation
	 
	4.1	 	In consideration of the Advisor’s performance of his obligations hereunder, the Company shall
pay the Advisor a service fee in a total amount equivalent to US350,000 (the “Basic Service
Fee”) during the Term. Such compensation shall be paid by the Company in equal amounts on a
monthly basis to the bank account designated by the Advisor at the end of each calendar month
during the Term.
	 
	4.2	 	In consideration of the Advisor’s performance of his obligations hereunder, the Company
agrees to issue options to the Advisor (the “Share Options”), and the Advisor will acquire
1,000,000 common shares, par value of 0.0001 per share, with the vesting period of three
years. The parties agree that the grant and exercise of such Share Options shall be subject
to the Share Incentive Plan of the Company and the standard Option Agreement separately signed
by the Company and the Advisor, provided that the Advisor’s right to the Share Options will
not be terminated or adversely affected by the expiration of this Agreement.
	 
	4.3	 	The Advisor shall be solely responsible for taxes and fees incurred due to his execution and
performance of this Agreement. The Company may withhold the income tax from the consideration
paid to the Advisor hereunder according to the laws and regulations of PRC or any other
jurisdiction, and deduct such withholding income tax from the actual amount finally paid to
the Advisor. The Advisor hereby undertakes that, if the Company suffers any losses or assumes
any liabilities due to the Advisor’s failure to observe the applicable tax laws, he will fully
indemnify the Company against such losses and liabilities.
	 
	5.	 	Term
	 
	5.1	 	Upon duly execution, the Term of this Agreement shall commence from January 1, 2008 and end
on December 31, 2008, unless it is early terminated or extended in accordance with this
Agreement.
	 
	5.2	 	The parties acknowledge that they execute and perform this Agreement in accordance with the
Memorandum. If the Advisor violates any provisions of the Memorandum, the Company may
promptly request to suspend or early terminate the transaction arrangements hereunder. If
either party violates any provision of the Memorandum or this Agreement, the other party shall
have the right to cancel all transactions relating to the Memorandum and the parties shall
take all necessary actions to cancel and revoke all completed or ongoing transactions.
	 
	5.3	 	The termination or suspension of this Agreement shall not affect the validity of Article 6 to
Article 16 hereof.
	 
	5.4	 	Except as otherwise stipulated by this Agreement, this Agreement shall be terminated in
accordance with the following provisions in any of the following circumstances:






	 	(1)	 	the parties agree to terminate this Agreement in writing;
	 
	 	(2)	 	if either party materially breaches any covenant, agreement, term or condition hereof
and fails to rectify such breach within thirty (30) days after the other party gives a









					
	 	 	 	 	 
	Advisor Engagement Agreement
	 	3/10
	 	 





 









 







TRANSLATION FOR REFERENCE ONLY




	 	 	 	written notice, the non-breaching party may terminate this Agreement; under which
circumstance, if such breach is committed by the Company, the Company shall pay off the
outstanding Basic Service Fee in a lump sum;






	 	(3)	 	if any force majeure event results in failure on the part of any party to perform its
obligations or liabilities hereunder for a period in excess of thirty (30) days, any party
shall have the right to terminate this Agreement;
	 
	 	(4)	 	if any transaction contemplated under the Memorandum, including the advisor
appointment arrangement stipulated herein, fails to be completed by the end of March 31,
2008, unless (i) the parties otherwise agree in writing, (ii) the Memorandum otherwise
expressly stipulates, or (iii) the parties to the Memorandum agree in writing to continue
the advisor appointment arrangement hereunder, this Agreement shall early terminate
automatically.






	5.5	 	Subject to Article 5.4 and the following provisions, after the termination of this Agreement,
neither party shall assume any further obligations hereunder to the other party:






	 	(1)	 	the termination shall not release any party from its liability for breach of
contract;
	 
	 	(2)	 	the termination shall not release any party from its obligations to perform this
Agreement after the termination of this Agreement in accordance with provisions hereof;
	 
	 	(3)	 	the termination shall not release any party from its obligations or liabilities
accrued prior to such termination or in connection with such termination.






	6.	 	Independent Contractor
	 
	 	 	The Advisor shall act as an independent contractor other than an employee or agent of the
Company when providing the Services hereunder. The Advisor shall be solely liable for all
expenses arising from his performance of this Agreement.
	 
	7.	 	Confidentiality
	 
	7.1	 	The Advisor shall keep confidential all information in connection with the Company and its
Affiliates as obtained by the Advisor during the performance of this Agreement. Without
written authorization of the Company, the Advisor shall not use such information or disclose
such information to any person.
	 
	7.2	 	All inventions, discoveries and works in connection with the Advisor’s provision of the
Services to the Company in accordance with this Agreement shall be notified to the Company
promptly and completely. Upon request by the Company, all of such inventions shall be
transferred to the Company or its designated party and the Advisor shall sign all relevant
applications and documents with respect to such transfer of the intellectual property rights
of such inventions. After termination of this Agreement, the Advisor shall promptly return
all information received from the Company or other sources or otherwise prepared (whether
written, electronic or otherwise) with respect to this Agreement, and shall not use or
disclose any of such information in accordance with this Agreement.
	 
	8.	 	Notices








					
	 	 	 	 	 
	Advisor Engagement Agreement
	 	4/10
	 	 





 









 








TRANSLATION FOR REFERENCE ONLY









	8.1	 	Any notice, request, demand and other communication required by this Agreement or made in
accordance with this Agreement shall be delivered to relevant parties in writing by facsimile,
personal delivery or mail based on the following information:
	 
	 	 	If to the Company:
	 
	 	 	Address: 6/F, HaYa Plaza, No. 1 Shangdi East Road, Haidian District, Beijing (100085)
	 
	 	 	Attention: Heng Choon Lim
	 
	 	 	Facsimile: +86-10-59875588
	 
	 	 	If to the Advisor:
	 
	 	 	Address: No. 35 Lixian Street, High-Tech Industrial Zone, Dalian City (116023)
	 
	 	 	Attention: Yuanming Li
	 
	 	 	Facsimile: 0411-84792822
	 
	8.2	 	The above notices or other communications shall be deemed to have been given upon delivery if
sent by facsimile; upon receipt if personally delivered; three (3) days after mailing if sent
by mail.
	 
	9.	 	Entire Agreement
	 
	 	 	This Agreement and the Memorandum shall supersede any and all understandings, agreements or
discussions between the parties with respect to the subject matter hereof and constitute all
understandings and agreements between the parties relating to the subject matter hereof.
Unless the parties otherwise enter into an agreement in writing, neither party shall claim
amendment to, modification of or rescission of any provisions hereof upon mutual consent,
acknowledgement or otherwise.
	 
	10.	 	Governing Law
	 
	 	 	This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
	 
	11.	 	Arbitration
	 
	11.1	 	The parties shall try to resolve any dispute, controversy or claim (the “Dispute”) arising
from the interpretation or performance of this Agreement or in connection with this Agreement
through friendly consultations. Should the parties fail to reach an agreement within thirty
(30) days after a party submits such matter to the other party, such matter shall be resolved
through arbitration.
	 
	11.2	 	The Dispute shall be submitted to the China International Economic and Trade Arbitration
Commission (“CIETAC”) for arbitration in Beijing in accordance with the then effective
arbitration rules of CIETAC.
	 
	11.3	 	The arbitration tribunal shall consist of three (3) arbitrators familiar with applicable
corporate and commercial legal affairs. One (1) arbitrator shall be appointed by the






					
	 	 	 	 	 
	Advisor Engagement Agreement
	 	5/10
	 	 






 









 







TRANSLATION FOR REFERENCE ONLY




	 	 	Advisor, one (1) arbitrator shall be appointed by the Company, and one (1) arbitrator shall be
appointed by CIETAC chairman as jointly entrusted by the Advisor and the Company in accordance
with applicable CIETAC rules. Two (2) of the above three (3) arbitrators shall be residents of
Hong Kong and familiar with the laws of Hong Kong.






	11.4	 	The arbitral award rendered based on the above arbitration procedures shall be final and
binding upon the parties and may be enforceable in accordance with its provisions.
	 
	12.	 	Counterparts and Language
	 
	 	 	This Agreement shall be prepared in Chinese and may be executed in any number of counterparts,
each of which shall be an original but all of which shall constitute one and the same
instrument.
	 
	13.	 	Headings
	 
	 	 	The headings of the articles contained herein shall be used for reference only, and in no
circumstances shall such headings be used in or affect the interpretation of the provisions
hereof.
	 
	14.	 	Severability
	 
	 	 	Each provision contained herein shall be severable and independent from each other provision,
and if at any time any one or more articles herein become invalid, illegal or unenforceable,
the validity, legality or enforceability of the remaining provisions herein shall not be
affected as a result thereof.
	 
	15.	 	Assignment
	 
	 	 	Without prior written consent of the Company, the Advisor shall not assign any of its rights
and/or obligations hereunder to any third party. However, after notifying the Advisor, the
Company shall have the right to assign any of its rights and/or obligations hereunder to any
third party designated by the Company.
	 
	16.	 	Reservation of Share Options
	 
	 	 	If the Company grants employee Share Options to the employees listed in Appendix I
hereto and the Advisor as of the date hereof, the Company agrees not to cancel the employee
Share Options already obtained by the Advisor and such employees due to the resignation of the
Advisor and the Advisor’s employment of such employees.





[Execution Page to Follow]








					
	 	 	 	 	 
	Advisor Engagement Agreement
	 	6/10
	 	 







 









 







TRANSLATION FOR REFERENCE ONLY




     IN WITNESS WHEREOF, the Company has caused its duly authorized representative to sign this
Agreement and the Advisor has signed this Agreement as of the date first above written.






	 	 	 	 	 
	Advisor:



Yuanming Li

 	 	 
	By:  	/s/ Yuanming Li
 	 	 
	 	 	 	 
	 	 	 	 
	Company:



HiSoft Technology International Limited



[COMPANY SEAL]

 	 	 
	By:  	/s/ Loh Tiak Koon
 	 	 
	 	Name:  	Loh Tiak Koon 	 	 
	 	Title:  	CEO 	 	 
	 






					
	 	 	 	 	 
	Advisor Engagement Agreement
	 	Execution Page
	 	 







 









 







TRANSLATION FOR REFERENCE ONLY





Appendix I




List of Employees Possibly to Be Employed by the Advisor





	 	 	 
	Name of Employee	 	ID Card No.
	Qing He
	 	220203196610013617
	Xingwei Wang
	 	210602196308213515
	Jian Ye
	 	210211195606265823
	Zhuohong Wang
	 	210211196606095822
	Lin Jiang
	 	370702196001181336
	Dong Liu
	 	21020319801212201X
	Ying Luo
	 	231003198202050022
	Bo Wang
	 	220102197004303350
	Weiwei Shi
	 	231084198108300521
	Kaimei Li
	 	210213810925252
	Qingzhen Zhou
	 	210212198112064047
	Ganfu Lin
	 	MR6032971
	Tao Sun
	 	210104198001303457
	Ren Song
	 	210202198209152718
	Jinnong Hua
	 	210211195602065816
	Benchen Fu
	 	372928197901010031
	Yang Liu 1
	 	210281820721051
	Baojing Zhang
	 	231085198401310020
	Shuai Qu
	 	23020319840203123X
	Deju Gao
	 	210502198307030622
	Xinghong Liu
	 	211224198309154031










					
	 	 	 	 	 
	Advisor Engagement Agreement
	 	Appendix I
	 	 







 









 







TRANSLATION FOR REFERENCE ONLY




	 	 	 
	Name of Employee	 	ID Card No.
	Qi Ge
	 	230119198401290315
	Hong Pan
	 	210302198404140347
	Xin Huang
	 	210302830407303
	Qian Liu
	 	210204198402060020
	Zhongpeng Yu
	 	210213198211163319
	Hongwei Zhao
	 	23052119840502005X
	Jianwen Wu
	 	142429198212222814
	Fengping Wang
	 	210204198107310714
	Yang Liu 2
	 	220104198304232029
	Xiaodan Che
	 	210202198212084226
	Shuang Li
	 	220122198403024025
	Yaobing Liu
	 	210202198212272219
	Xiaolei Li
	 	211202198307112526
	Yue Ma
	 	210402198302193531
	Wei Liu
	 	130105198305180624
	Jianjun Yu
	 	210304198301202413
	Guilin Ma
	 	32032419840208033X
	Qi Zhang
	 	210802198409254033
	Tingting Qiao
	 	500235198412010025
	Bingjun Liu
	 	230103198310027617
	Dongbo Han
	 	230103198410225530
	Shoucheng Luo
	 	230403198508250116
	Junjie Ji
	 	210213198501131040








					
	 	 	 	 	 
	Advisor Engagement Agreement
	 	Appendix I
	 	 






 









 








TRANSLATION FOR REFERENCE ONLY






	 	 	 
	Name of Employee	 	ID Card No.
	Bao Wei
	 	140602198412169033
	Xin Tong
	 	210114198311294528
	Di Yao
	 	210903198411110516
	Li Li
	 	210283197908081510
	Tao Chen
	 	210103197911172416
	Fengqi Wang
	 	231083198312106914
	Sizhe Chen
	 	220221198408230011
	Xuemei Wu
	 	231123198312050120
	Bo Yang
	 	130203198306140918
	Dapeng Li
	 	210423198509260051
	Lulu Cong
	 	210283198611136626
	Chengcheng Liu
	 	21010619850523462X
	Jikui Tan
	 	210225700720029









					
	 	 	 	 	 
	Advisor Engagement Agreement
	 	Appendix I