MASTER TRANSACTION AGREEMENT




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MASTER TRANSACTION AGREEMENT
  E-HOUSE (CHINA) HOLDINGS LIMITED
  CRIC HOLDINGS LIMITED




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TABLE OF CONTENTS
 PageARTICLE 1.
    
    DEFINITIONS
    
    
    21.1
    
    Defined Terms
    
    
    2ARTICLE 2.
    
    DOCUMENTS AND ITEMS TO BE DELIVERED PRIOR TO F-1 FILING
    
    
    62.1
    
    Documents to be delivered by E-House
    
    
    62.2
    
    Documents to be delivered by CRIC
    
    
    7ARTICLE 3.
    
    THE IPO AND ACTIONS PENDING THE IPO
    
    
    73.1
    
    Transactions prior to the IPO
    
    
    73.2
    
    Cooperation
    
    
    7ARTICLE 4.
    
    COVENANTS AND OTHER MATTERS
    
    
    84.1
    
    Other Agreements and Instruments
    
    
    84.2
    
    Further Instruments
    
    
    84.3
    
    Agreement for Exchange of Information
    
    
    94.4
    
    Auditors and Audits; Financial Statements; Accounting Matters
    
    
    114.5
    
    Confidentiality
    
    
    144.6
    
    Privileged Matters
    
    
    174.7
    
    Future Litigation and Other Proceedings
    
    
    194.8
    
    Mail and other Communications
    
    
    194.9
    
    Certain Services to be Provided by E-House Research and Training Institute
    
    
    194.10
    
    Other Inter-Company Services Agreements
    
    
    204.11
    
    Payment of Expenses
    
    
    20ARTICLE 5.
    
    MUTUAL RELEASES; INDEMNIFICATION
    
    
    205.1
    
    Release of Claims
    
    
    205.2
    
    Indemnification by CRIC
    
    
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Page5.3
    
    Indemnification by E-House
    
    
    225.4
    
    Procedures for Defense, Settlement and Indemnification of the Third Party Claims
    
    
    235.5
    
    Additional Matters
    
    
    245.6
    
    Survival of Indemnities
    
    
    25ARTICLE 6.
    
    DISPUTE RESOLUTION
    
    
    256.1
    
    Dispute Resolution
    
    
    25ARTICLE 7.
    
    MISCELLANEOUS
    
    
    267.1
    
    Consent of E-House
    
    
    267.2
    
    Limitation of Liability
    
    
    267.3
    
    Entire Agreement
    
    
    267.4
    
    Governing Law and Jurisdiction
    
    
    267.5
    
    Termination; Amendment
    
    
    277.6
    
    Notices
    
    
    277.7
    
    Counterparts
    
    
    287.8
    
    Binding Effect; Assignment
    
    
    287.9
    
    Severability
    
    
    287.10
    
    Failure or Indulgence not Waiver; Remedies Cumulative
    
    
    287.11
    
    Authority
    
    
    287.12
    
    Interpretation
    
    
    287.13
    
    Conflicting Agreements
    
    
    297.14
    
    Third Party Beneficiaries
    
    
    29




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MASTER TRANSACTION AGREEMENT
 E-House CRIC Party Parties
  R E C I T A L S
  Draft IPO Registration Statement Live
Filing Date IPO
Registration Statement
  IPO




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ARTICLE 1. DEFINITIONS.
 Defined Terms
                2




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3




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4




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5




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ARTICLE 2. DOCUMENTS AND
ITEMS TO BE DELIVERED PRIOR TO F-1 FILING.
 Documents to be delivered by E-House Offshore Transitional Services Agreement Onshore Transitional Services Agreement Non-Competition Agreement Registration Rights Agreement CRIC Consulting and Service
Agreement
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Documents to be delivered by CRIC
 ARTICLE 3. THE IPO AND ACTIONS PENDING THE IPO.
 Transactions prior to the IPO
 Registration Statement Underwriters Underwriting Agreement
 Underwriting Agreement
 NASDAQ Global Market or NYSE Listing ADSs
 Cooperation
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ARTICLE 4. COVENANTS AND OTHER MATTERS.
 Other Agreements and Instruments
 4.2
    
    Further Instruments. (a) To the extent it has not been done prior to
the date hereof, E-House will execute and deliver, and will cause its subsidiaries
to execute and deliver, to CRIC and/or its subsidiaries and VIEs, as the case may
be, such instruments of transfer, conveyance, assignment, substitution and
confirmation, and will take such action as may be reasonably necessary or desirable
in order to transfer, convey and assign to CRIC and/or its subsidiaries and VIEs and
confirm CRICs and/or its subsidiaries and VIEs title to all assets, rights,
interests and other things of value used in or necessary for the conduct and
operation of the CRIC Business on or prior to the Live Filing Date or to be
transferred or licensed to CRIC and/or its subsidiaries and VIEs pursuant to this
Agreement or any document referred to herein, to put CRIC and its subsidiaries and
VIEs in actual possession and operating control thereof and to permit CRIC and its
subsidiaries and VIEs to exercise all rights with respect thereto (including,
without limitation, rights under Contracts and other arrangements as to which the
consent of any third party to the transfer thereof have not previously been
obtained) relating to the CRIC Business; provided, however, that in the absence of
such execution and delivery by E-House and/or its subsidiaries, such execution and
delivery shall be deemed for all purposes to have occurred subject only to CRICs
obligation to pay to E-House or its applicable subsidiary an amount equal to the
book value thereof to the extent not previously so paid.(b) E-House will execute and deliver, and will cause its appropriate subsidiaries to
execute and deliver, to CRIC and/or its subsidiaries and VIEs, as the case may be,
all instruments, assumptions, novations, undertakings, substitutions or other
documents and take such other action as may be reasonably necessary or desirable in
order to have E-House and/or its subsidiaries, as the case may be, fully and
unconditionally assume and discharge the E-House Liabilities; provided, however,
that in the absence of such execution and delivery by E-House and/or such
appropriate subsidiaries, such execution and delivery shall be deemed for all
purposes to have occurred.(c) CRIC will, and will cause its appropriate subsidiaries and VIEs to, execute and
deliver to E-House and its subsidiaries all instruments, assumptions, novations,
undertakings, substitutions or other documents and take such other action as may be
reasonably necessary or desirable in order to have CRIC and/or its subsidiaries and
VIEs, as the case may be, fully and unconditionally assume and discharge the CRIC
Liabilities; provided, however, that in the absence of such execution and delivery
by CRIC and/or such appropriate subsidiaries and VIEs, such execution and delivery
shall be deemed for all purposes to have occurred.(d) Except as hereinabove provided, neither E-House, CRIC, nor their
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respective subsidiaries and VIEs shall be obligated, in connection with the
foregoing matters set forth in this Section, to expend money other than reasonable
out-of-pocket expenses, attorneys fees and recording or similar fees, unless
reimbursed by the other relevant Party. Furthermore, each Party, at the request of
the other Party hereto, shall execute and deliver such other instruments and do and
perform such other acts and things as may be necessary or desirable for effecting
completely the consummation of the transactions contemplated hereby.
 4.3
    
    Agreement for Exchange of Information. (a) Generally. Each of the
Parties agrees to provide, or cause to be provided, to the other Party, at any time,
promptly after written request therefor, all reports and other Information regularly
provided by one Party to the other Party prior to the Live Filing Date and any
Information in the possession or under the control of such Party to the extent
reasonably requested by the requesting Party (i) to comply with reporting,
disclosure, filing or other requirements imposed on the requesting Party (including
under applicable securities laws) by a Governmental Authority having jurisdiction
over the requesting Party, (ii) for use in any other judicial, regulatory,
administrative or other proceeding or in order to satisfy audit, accounting, claims,
regulatory, litigation or other similar requirements, (iii) to comply with its
obligations under this Agreement or any Inter-Company Agreement or (iv) at any time
after the Live Filing Date to the extent such Information and cooperation are
necessary to comply with such reporting, filing and disclosure obligations, for the
preparation of financial statements or completing an audit, and as reasonably
necessary to conduct the ongoing businesses of E-House or CRIC, as the case may be.
Each of the Parties agrees to make their respective personnel available to discuss
the Information exchanged pursuant to this Section 4.3. In the event that any Party
determines that any such provision of Information or other actions contemplated by
this Section 4.3 could be commercially detrimental, violate any law or agreement, or
waive any attorney-client privilege, the Parties shall take all reasonable measures
to permit the compliance with such obligations in a manner that avoids any such harm
or consequence(b) Internal Accounting Controls; Financial Information. After the Live
Filing Date, (i) each Party shall maintain in effect at its own cost and expense
adequate systems and controls for its business to the extent necessary to enable the
other Party to satisfy its reporting, tax return, accounting, audit and other
obligations, and (ii) each Party shall provide, or cause to be provided, to the
other Party and its subsidiaries and VIEs in such form as such requesting Party
shall request, at no charge to the requesting Party, all financial and other data
and information as the requesting Party determines necessary or advisable in order
to prepare its financial statements and reports or filings with any Governmental
Authority.(c) Ownership of Information. Any Information owned by a Party that is
provided to a requesting Party pursuant to this Section 4.3 shall be deemed to
remain the property of the providing Party. Unless specifically set forth herein,
nothing contained in this Agreement shall be construed as granting or conferring
rights of license or otherwise in any such Information.
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(d) Record Retention. To facilitate the possible exchange of Information
pursuant to this Section 4.3 and other provisions of this Agreement, each Party
agrees to use its reasonable best efforts for a period of ten years to retain all
Information in its respective possession or control substantially in accordance with
its respective record retention policies and/or practices as in effect on the Live
Filing Date, and for such longer period as may be required by any Governmental
Authority, any litigation matter, any applicable law or any Inter-Company Agreement.
However, at any time after such 10-year period each Party may amend its respective
record retention policies at such Partys discretion; provided, however, that the
amending Party must give thirty (30) days prior written notice of such change in the
policy to the other Party. No Party will destroy, or permit any of its subsidiaries
or VIEs to destroy, any Information that exists on the Live Filing Date (other than
Information that is permitted to be destroyed under the current respective record
retention policies of each Party) and that falls under the categories listed in
Section 4.3(a), without first notifying the other Party of the proposed destruction
and giving the other Party the opportunity to take possession or make copies of such
Information prior to such destruction.(e) Limitation of Liability. Each Party will use its reasonable best efforts
to ensure that Information provided to the other Party hereunder is accurate and
complete; provided, however, that no Party shall have any liability to the other
Party if any Information exchanged or provided pursuant to this Section 4.3 is found
to be inaccurate, in the absence of gross negligence, bad faith, or willful
misconduct by the Party providing the Information. No Party shall have any liability
to the other Party if any Information is destroyed or lost after the relevant Party
has complied with the provisions of Section 4.3(d).(f) Other Agreements Providing For Exchange of Information. The rights and
obligations granted under this Section 4.3 are subject to any specific limitations,
qualifications or additional provisions on the sharing, exchange or confidential
treatment of Information set forth in this Agreement and any Inter-Company
Agreement.(g) Production of Witnesses; Records; Cooperation. For a period of five (5)
years after the Control Ending Date, and except in the case of a legal or other
proceeding by one Party against the other Party, each Party shall use its reasonable
best efforts to make available to the other Party, upon written request, the former,
current and future directors, officers, employees, other personnel and agents of
such Party as witnesses and any books, records or other documents within its control
or which it otherwise has the ability to make available, to the extent that any such
individual (giving consideration to business demands of such directors, officers,
employees, other personnel and agents) or books, records or other documents may
reasonably be required in connection with any legal, administrative or other
proceeding in which the requesting Party may from time to time be involved,
regardless of whether such legal, administrative or other proceeding is a matter
with respect to which indemnification may be sought hereunder. The requesting Party
shall bear all costs and expenses in connection therewith.
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Auditors and Audits; Financial Statements; Accounting Matters
 (a)
    
    Selection of Auditors.(i) Until the first E-House fiscal year end occurring after the Control
Ending Date, CRIC shall use its reasonable best efforts to select the
independent registered public accounting firm used by E-House (E-Houses
Auditors and, for the avoidance of doubt, should E-House at any time change
the independent registered public accounting firm serving as its auditors,
E-Houses Auditors shall thereafter mean the new firm serving as E-Houses
auditors) to serve as its auditors (CRICs Auditors) for purposes of
providing an opinion on its consolidated financial statements; provided,
however, that CRICs Auditors may be different from E-Houses Auditors if
necessary to comply with applicable laws regarding auditor independence and
qualifications (provided, however, that CRIC shall not take any actions, and
shall use its reasonable best efforts to cause its directors, officers and
employees not to take any actions, that could reasonably be expected to
require CRIC to engage auditors other than E-Houses Auditors). After the
Live Filing Date, the foregoing shall not be construed so as to unlawfully
limit any responsibility of the audit committee of CRICs board of
directors, pursuant to SEC Rule 10A-3(b)(2) and rules of the NASDAQ Global
Market or the New York Stock Exchange, as applicable, to appoint,
compensate, retain and oversee the work of the registered public accounting
firm CRIC engages.(ii) Until the first E-House fiscal year end occurring after the Control
Ending Date, CRIC shall provide to E-House as much prior notice as
reasonably practical of any change in CRICs Auditors for purposes of
providing an opinion on its consolidated financial statements.
 (b) Date of Auditors Opinion and Quarterly Reviews. Until the first E-House
fiscal year end occurring after the Control Ending Date, and thereafter to the
extent necessary for the purpose of preparing financial statements or completing a
financial statement audit, CRIC shall use its reasonable best efforts to enable
CRICs Auditors to complete their audit such that they will date their opinion on
CRICs audited annual financial statements on the same date that E-Houses Auditors
date their opinion on E-Houses audited annual financial statements, and to enable
E-House to meet its timetable for the printing, filing and public dissemination of
E-Houses annual financial statements. Until the first E-House fiscal year end
occurring after the Control Ending Date, and thereafter to the extent necessary for
the purpose of preparing financial statements or completing a financial statement
audit, CRIC shall use its reasonable best efforts to enable CRICs Auditors to
complete their annual audit and quarterly review procedures such that they will
provide clearance on such Partys annual and quarterly financial statements on the
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same date that E-Houses Auditors provide clearance on E-Houses annual and
quarterly financial statements.(c) Annual and Quarterly Financial Statements. Until the Control Ending
Date, CRIC shall not change its fiscal year and, until the first E-House fiscal year
end occurring after the Control Ending Date, and thereafter to the extent necessary
for the purpose of preparing financial statements or completing a financial
statement audit, shall provide to E-House on a timely basis all Information that
E-House reasonably requires to meet its schedule for the preparation, printing,
filing, and public dissemination of E-Houses annual and quarterly financial
statements. Without limiting the generality of the foregoing, CRIC will provide all
required financial Information with respect to CRIC and its subsidiaries and VIEs to
CRICs Auditors in a sufficient and reasonable time and in sufficient detail to
permit CRICs Auditors to take all steps and perform all procedures necessary to
provide sufficient assistance to E-Houses Auditors with respect to financial
Information to be included or contained in E-Houses annual and quarterly financial
statements. Similarly, E-House shall provide to CRIC on a timely basis all financial
Information that CRIC reasonably requires to meet its schedule for the preparation,
printing, filing, and public dissemination of CRICs annual and quarterly financial
statements. Without limiting the generality of the foregoing, E-House will provide
all required financial Information with respect to E-House and its subsidiaries and
VIEs to E-Houses Auditors in a sufficient and reasonable time and in sufficient
detail to permit E-Houses Auditors to take all steps and perform all procedures
necessary to provide sufficient assistance to CRICs Auditors with respect to
Information to be included or contained in CRICs annual and quarterly financial
statements.
 (d)
    
    Certifications and Attestations.(i) Until the first E-House fiscal year end occurring after the Control
Ending Date, and thereafter to the extent necessary for the timely filing by
E-House of annual and quarterly reports under the Exchange Act or in
connection with any investigations of prior periods, CRIC shall cause its
principal executive officer and principal financial officer to provide to
E-House on a timely basis and as reasonably requested by E-House (A) any
certificates requested as support for the certifications and attestations
required by Sections 302, 906 and 404 of the Sarbanes-Oxley Act of 2002 to
be filed with such annual and quarterly reports, (B) any certificates or
other written Information which such principal executive officer or
principal financial officer received as support for the certificates
provided to E-House and (C) a reasonable opportunity to discuss with such
principal financial officer and other appropriate officers and employees of
CRIC any issues reasonably related to the foregoing.(ii) To the extent necessary for the timely filing by CRIC of annual and
quarterly reports under the Exchange Act or in connection with any
investigations of prior periods, E-House shall cause its appropriate
officers and employees to provide to CRIC on a timely basis and as
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reasonably requested by such Party (A) any certificates requested as support
for the certifications and attestations required by Sections 302, 906 and
404 of the Sarbanes-Oxley Act of 2002 to be filed with such annual and
quarterly reports, (B) any certificates or other Information which such
appropriate officers and employees received as support for the certificates
provided to CRIC and (C) a reasonable opportunity to discuss with such
appropriate officers and employees any issues reasonably related to the
foregoing.
 (e) Compliance With Laws, Policies and Regulations. Until the Control Ending
Date, CRIC shall comply with all financial accounting and reporting rules, policies
and directives of E-House, to the extent such rules, policies and directives have
been previously communicated to CRIC, and fulfill all timing and reporting
requirements, applicable to E-House subsidiaries and VIEs that are consolidated with
E-House for financial statement purposes. Without limiting the foregoing, CRIC shall
comply with all financial accounting and reporting rules and policies, and fulfill
all timing and reporting requirements, under applicable federal securities laws and
the rules of the NASDAQ Global Market or the New York Stock Exchange, as applicable.
CRIC shall not be deemed to be in breach of its obligations set forth in this
provision to the extent that it is unable to comply with such obligations as a
result of the actions or inactions of E-House.(f) Identity of Personnel Performing the Annual Audit and Quarterly Reviews.
Until the Control Ending Date, and thereafter to the extent such information and
cooperation is necessary for the preparation of financial statements or completing a
financial statements audit, CRIC shall authorize CRICs Auditors to make available
to E-Houses Auditors both the personnel who performed or will perform the annual
audits and quarterly reviews of CRIC and work papers related to the annual audits
and quarterly reviews of CRIC, in all cases within a reasonable time prior to CRICs
Auditors opinion date, so that E-Houses Auditors are able to perform the
procedures they consider necessary to take responsibility for the work of CRICs
Auditors as it relates to E-Houses Auditors report on E-Houses financial
statements, all within sufficient time to enable E-House to meet its timetable for
the printing, filing and public dissemination of E-Houses annual and quarterly
financial statements. Similarly, E-House shall authorize E-Houses Auditors to make
available to CRICs Auditors both the personnel who performed or will perform the
annual audits and quarterly reviews of E-House and work papers related to the annual
audits and quarterly reviews of E-House, in all cases within a reasonable time prior
to E-Houses Auditors opinion date, so that CRICs Auditors are able to perform the
procedures they consider necessary to take responsibility for the work of E-Houses
Auditors as it relates to CRICs Auditors report on CRICs financial statements,
all within sufficient time to enable CRIC to meet its timetable for the printing,
filing and public dissemination of CRICs annual and quarterly financial statements.(g) Access to Books and Records. Until the Control Ending Date, and
thereafter to the extent such information and cooperation is necessary for the
preparation of financial statements or completing a financial statements audit,
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all governmental audits are complete and the applicable statute of limitations for
tax matters has expired, CRIC shall provide E-Houses internal auditors, counsel and
other designated representatives of E-House access during normal business hours to
(i) the premises of CRIC and its subsidiaries and VIEs and all Information (and
duplicating rights) within the knowledge, possession or control of CRIC and its
subsidiaries and VIEs and (ii) the officers and employees of CRIC and its
subsidiaries and VIEs, so that E-House may conduct reasonable audits relating to the
financial statements provided by CRIC pursuant hereto as well as to the internal
accounting controls and operations of CRIC. Similarly, E-House shall provide CRICs
internal auditors, counsel and other designated representatives of CRIC access
during normal business hours to (x) the premises of E-House and its subsidiaries and
VIEs and all Information (and duplicating rights with respect thereto) within the
knowledge, possession or control of E-House and its subsidiaries and VIEs and (y)
the officers and employees of E-House and its subsidiaries and VIEs, so that CRIC
may conduct reasonable audits relating to the financial statements provided by
E-House pursuant hereto as well as to the internal accounting controls and
operations of E-House and its subsidiaries and VIEs.(h) Notice of Change in Accounting Principles. Until the Control Ending
Date, and thereafter if a change in accounting principles by a Party would affect
the historical financial statements of the other Party, no such Party shall make or
adopt any significant changes in its accounting estimates or accounting principles
from those in effect on the Live Filing Date without first consulting with the other
Party, and if requested by the other Party, such other Partys independent
registered public accounting firm with respect thereto. E-House shall give CRIC as
much prior notice as reasonably practical of any proposed determination of, or any
significant changes in, its accounting estimates or accounting principles from those
in effect on the Live Filing Date. E-House will consult with CRIC and, if requested
by CRIC, CRICs independent registered public accounting firm with respect thereto.
CRIC shall give E-House as much prior notice as reasonably practical of any proposed
determination of, or any significant changes in, its accounting estimates or
accounting principles from those in effect on the Live Filing Date. CRIC will
consult with E-House and, if requested by E-House, E-Houses independent registered
public accounting firm with respect thereto.(i) Conflict With Third-Party Agreements. Nothing in Section 4.3 or this
Section 4.4 shall require a Party to violate any agreement with any third party
regarding the confidentiality of confidential and proprietary Information relating
to that third party or its business; provided, however, that in the event that a
Party is required under Section 4.3 or this Section 4.4 to disclose any such
Information, such Party shall use its reasonable best efforts to seek to obtain such
third partys consent to the disclosure of such Information.4.5
    
    Confidentiality. Each of the Parties shall hold and shall cause each of
their respective subsidiaries and VIEs to hold, and shall each cause their
respective officers, employees, agents, consultants and advisors and those of their
respective subsidiaries and VIEs to hold, in strict confidence and not to disclose
or release without the prior written consent of the other Party, any and
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all Confidential Information concerning such other Party and its respective
subsidiaries and VIEs; provided, that each of the Parties may disclose, or may
permit disclosure of, Confidential Information (i) to their respective subsidiaries
and VIEs, auditors, attorneys, financial advisors, bankers and other appropriate
consultants and advisors who have a need to know such information and, in each case,
are informed of their obligation to hold such information confidential to the same
extent as is applicable to the Parties hereto and in respect of whose failure to
comply with such obligations, CRIC or E-House, as the case may be, will be
responsible, (ii) if the Parties or any of their respective subsidiaries or VIEs are
compelled to disclose any such Confidential Information by judicial or
administrative process or (iii) if the Parties reasonably determine in good faith
that such disclosure is required by other requirements of law. Notwithstanding the
foregoing, in the event that any demand or request for disclosure of Confidential
Information is made in connection with any judicial or administrative process, or a
Party determines in good faith that disclosure is otherwise required by law, such
Party shall promptly notify the other Party of the existence of such request,
demand, or conclusion, and shall provide such other Party a reasonable opportunity
to seek an appropriate protective order or other remedy, which the notifying Party
will cooperate in obtaining. In the event that an appropriate protective order or
other remedy is not obtained, the Party whose Confidential Information is required
to be disclosed shall or shall cause the notifying Party to furnish, or cause to be
furnished, only that portion of the Confidential Information that is required to be
disclosed and shall use its reasonable best efforts to obtain reasonable assurances
that confidential treatment will be accorded to such Information.
 (b)
    
    As used in this Section 4.5:(i) Confidential Information shall mean Confidential Business Information
and Confidential Technical Information concerning one Party which, prior to,
on or following the Live Filing Date, has been disclosed by such Party or
its subsidiaries or VIEs, that (1) is in written, recorded, graphical or
other tangible form and is marked Proprietary, Confidential or Trade
Secret, or where it is evident from the nature and content of such
Information that the disclosing Party considers it to be confidential, (2)
is in oral form and identified by the disclosing Party as Proprietary,
Confidential or Trade Secret at the time of oral disclosure, including
pursuant to the access provisions of Section 4.3 or Section 4.4 hereof or
any other provision of this Agreement or where it is evident from the nature
and content of such Information that the disclosing Party considers it to be
confidential, or (3) in the case of such Information disclosed on or prior
to the date hereof, either such Information is identified by the owning
Party to the other relevant Party as Confidential Business Information or
Confidential Technical Information, orally or in writing on or prior to the
Live Filing Date, or it is evident from the nature and content of such
Information that the disclosing Party considers it to be confidential, and
includes any modifications or derivatives prepared by the receiving Party
that contain or are based upon any Confidential
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Information obtained from the disclosing Party, including any analysis, reports, or summaries of the
Confidential Information. Confidential Information may also include
Information disclosed to a disclosing Party by third parties. Confidential
Information shall not, however, include any information which (A) was
publicly known and made generally available in the public domain prior to
the time of disclosure by the disclosing Party; (B) becomes publicly known
and made generally available after disclosure by the disclosing Party to the
receiving Party through no action or inaction of the receiving Party; (C) is
obtained by the receiving Party from a third party without a breach of such
third partys obligations of confidentiality; or (D) is on or after the Live
Filing Date independently developed by the receiving Party without use of or
reference to the disclosing Partys Confidential Information.(ii) Confidential Technical Information shall mean all proprietary
scientific, engineering, mathematical or design information, data and
material of the disclosing Party including, without limitation, (a)
specifications, ideas, concepts, models, and strategies for products or
services, (b) quality assurance policies, procedures and specifications, (c)
source code and object code, (d) training materials and information, and (e)
all other know-how, methodology, processes, procedures, techniques and trade
secrets related to product or service design, development, manufacture,
implementation, use, support and maintenance.(iii) Confidential Business Information shall mean all proprietary
information, data or material of the disclosing Party other than
Confidential Technical Information, including, but not limited to (a)
proprietary earnings reports and forecasts, (b) proprietary macro-economic
reports and forecasts, (c) proprietary business plans, (d) proprietary
general market evaluations and surveys, (e) proprietary financing and
credit-related information, and (f) customer information.
 (c) Nothing in this Agreement shall restrict (i) the disclosing Party from using,
disclosing, or disseminating its own Confidential Information in any way, or (ii)
reassignment of the receiving Partys employees. Moreover, nothing in the Agreement
supersedes any restriction imposed by third parties on their Confidential
Information, and there is no obligation on the disclosing Party to conform third
party agreements to the terms of this Agreement except as expressly set forth
therein.(d) Notwithstanding anything to the contrary set forth herein, (i) a Party and its
subsidiaries and VIEs shall be deemed to have satisfied their obligations hereunder
with respect to Confidential Information if they exercise the same degree of care
(but no less than a reasonable degree of care) as they take to preserve
confidentiality for their own similar Information and (ii) confidentiality
obligations provided for in any agreement between a Party or any of its subsidiaries
or VIEs and any employee of such Party or any of its subsidiaries or VIEs shall
remain in full force and effect.
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(e) Confidential Information of a Party and its subsidiaries and VIEs in the
possession of and used by the other Party as of the Live Filing Date may continue to
be used by such Party in possession of the Confidential Information in and only in
the operation of the E-House Business, in the case of E-House and its subsidiaries
and VIEs, or the CRIC Business, in the case of CRIC and its subsidiaries and VIEs,
and may be used only so long as the Confidential Information is maintained in
confidence and not disclosed in violation of Section 4.5(a). Such continued right to
use Confidential Information may not be transferred, including by merger,
consolidation, reorganization, operation of law, or otherwise, to any third party
unless such third party (A) purchases all or substantially all of the business or
business line and assets in one transaction or in a series of related transactions
for which or in which the relevant Confidential Information is used or employed and
(B) expressly agrees in writing to be bound by the provisions of this Section 4.5.
In the event that such right to use is transferred in accordance with the preceding
sentence, the transferring Party shall not disclose the source of the relevant
Confidential Information.4.6
    
    Privileged Matters. The Parties agree that their respective rights and
obligations to maintain, preserve, assert or waive any or all privileges belonging
to each such Party or its subsidiaries or VIEs including but not limited to the
attorney-client and work product privileges (collectively, Privileges), shall be
governed by the provisions of this Section 4.6. With respect to Privileged
Information (as defined below) of E-House, E-House shall have sole authority in
perpetuity to determine whether to assert or waive any or all Privileges, and CRIC
shall take no action (nor permit any of its subsidiaries or VIEs to take action)
without the prior written consent of E-House that could result in any waiver of any
Privilege that could be asserted by E-House or any of its subsidiaries or VIEs under
applicable law and this Agreement. With respect to Privileged Information of CRIC,
CRIC shall have sole authority in perpetuity to determine whether to assert or waive
any or all Privileges, and E-House shall take no action (nor permit any of its
subsidiaries or VIEs to take action) without the prior written consent of CRIC that
could result in any waiver of any Privilege that could be asserted by CRIC or any of
its subsidiaries or VIEs under applicable law and this Agreement.(b) The rights and obligations created by this Section 4.6 shall apply to all
Information as to which the Parties or their respective subsidiaries or VIEs would
be entitled to assert or has asserted a Privilege (Privileged Information).
Privileged Information of E-House includes but is not limited to (i) any and all
Information regarding the business of E-House and its subsidiaries and VIEs (other
than Information regarding the CRIC Business), whether or not it is in the
possession of CRIC or any of its subsidiaries and VIEs; (ii) all communications
subject to a Privilege between counsel for E-House (including in-house counsel) and
any individual who, at the time of the communication, was an employee of E-House,
regardless of whether such employee is or becomes an employee of CRIC or any of its
subsidiaries and VIEs and (iii) all Information generated, received or arising after
the Live Filing Date that refers or relates to Privileged Information of E-House
generated, received or arising prior to the Live Filing Date. Privileged
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Information of CRIC includes but is not limited to (x) any and all Information
regarding the CRIC Business, whether or not it is in the possession of E-House or
any of its subsidiaries and VIEs; (y) all communications subject to a Privilege
occurring after the Live Filing Date between counsel for CRIC (including in-house
counsel and former in-house counsel who are or were employees of E-House) and any
person who, at the time of the communication, was an employee of CRIC, regardless of
whether such employee was, is or becomes an employee of E-House or any of its
subsidiaries or VIEs and (z) all Information generated, received or arising after
the Live Filing Date that refers or relates to Privileged Information of CRIC
generated, received or arising prior to the Live Filing Date.(c) Upon receipt by a Party or its subsidiaries or VIEs of any subpoena, discovery
or other request from any third party that actually or arguably calls for the
production or disclosure of Privileged Information of the other Party or its
subsidiaries or VIEs, or if a Party or any of its subsidiaries or VIEs obtains
knowledge that any of its current or former employees has received any subpoena,
discovery or other request from any third party that actually or arguably calls for
the production or disclosure of Privileged Information of the other Party or its
subsidiaries or VIEs, such Party shall promptly notify that other Party of the
existence of the request and shall provide that other Party a reasonable opportunity
to review the Information and to assert any rights such other Party may have under
this Section 4.6 or otherwise to prevent the production or disclosure of Privileged
Information. E-House or its subsidiaries or VIEs, or CRIC or its subsidiaries and
VIEs, as the case may be, will not produce or disclose to any third party any of the
other Partys Privileged Information under this Section 4.6 unless (a) such other
Party has provided its express written consent to such production or disclosure or
(b) a court of competent jurisdiction has entered an order not subject to
interlocutory appeal or review finding that the Information is not entitled to
protection from disclosure under any applicable privilege, doctrine or rule.(d) E-Houses transfer of books and records pertaining to the CRIC Business and
other Information pertaining to CRIC, if any, E-Houses agreement to permit CRIC to
obtain Information existing prior to the Live Filing Date, CRICs transfer of books
and records and other Information pertaining to E-House, if any, and CRICs
agreement to permit E-House to obtain Information existing prior to the Live Filing
Date are made in reliance on E-Houses and CRICs respective agreements, as set
forth in Section 4.5 and this Section 4.6, to maintain the confidentiality of such
Information and to take the steps provided herein for the preservation of all
Privileges that may belong to or be asserted by E-House, or CRIC, as the case may
be. The access to Information, witnesses and individuals being granted pursuant to
Section 4.3 and Section 4.4 and the disclosure to one Party of Privileged
Information relating to the other Partys businesses pursuant to this Agreement
shall not be asserted by E-House or CRIC to constitute, or otherwise be deemed, a
waiver of any Privilege that has been or may be asserted under this Section 4.6 or
otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition
the rights granted to, or the obligations imposed upon, E-House and CRIC by this
Section 4.6.
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Future Litigation and Other Proceedings
 Mail and other Communications
 4.9
    
    Certain Services to be Provided by E-House Research and Training Institute.(a) Services. Until the Control Ending Date, E-House Research and Training
Institute, or another member of the E-House Group performing similar functions,
shall provide CRIC and its subsidiaries and VIEs with (i) regular macro-economic and
real estate industry research and information services, including without limitation
monthly general research reports in respect of Chinas real estate industry, monthly
special research reports in respect of certain specific aspects of Chinas real
estate industry, and regular training seminars (the Regular Services), and (ii)
customized real estate
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industry research and information services from time to time based on the specific
requests of CRIC or any of its subsidiaries and VIEs (the Customized Services).(b) Service Fee. The Regular Services and the Customized Services shall be
provided free of charge.(c) Intellectual Property Rights. E-House Research and Training Institute
reserves all intellectual property rights in respect of the services it provides
under this Section 4.9. CRIC and its subsidiaries and affiliates may use the work
products produced by E-House Research and Training Institute for the operation of
their business, including without limitation the operation of CRICs proprietary
real estate information database and analysis system, and may, for the purpose of
the operation of their business, authorize third parties to use such work products.
 Other Inter-Company Services Agreements Direct Costs Indirect Costs
 Payment of Expenses
 ARTICLE 5. MUTUAL RELEASES; INDEMNIFICATION.
 5.1
    
    Release of Claims. CRIC Release. Except as provided in Section
5.1(c), CRIC, for itself and as agent for each of its subsidiaries and VIEs, does
hereby assume, and does hereby remise, release and forever discharge the E-House
Indemnitees from, any and all Liabilities whatsoever, whether at law or in equity
(including any right of contribution), whether arising under any contract or
agreement, by operation of law or otherwise, existing or arising
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from any past acts or events occurring or failing to occur or alleged to have
occurred or to have failed to occur or any conditions existing or alleged to have
existed on or before the Live Filing Date, including in connection with the
transactions and all other activities to implement the IPO.(b) E-House Release. Except as provided in Section 5.1(c), E-House, for
itself and as agent for each of its subsidiaries and VIEs, does hereby remise,
release and forever discharge the CRIC Indemnitees from any and all Liabilities
whatsoever, whether at law or in equity (including any right of contribution),
whether arising under any contract or agreement, by operation of law or otherwise,
existing or arising from any past acts or events occurring or failing to occur or
alleged to have occurred or to have failed to occur or any conditions existing or
alleged to have existed on or before the Live Filing Date, including in connection
with the transactions and all other activities to implement the IPO.(c) No Impairment. Nothing contained in Section 5.1(a) or Section 5.1(b)
shall limit or otherwise affect any Partys rights or obligations pursuant to or
contemplated by this Agreement or any Inter-Company Agreement, in each case in
accordance with its terms, including, without limitation, any obligations relating
to indemnification, including indemnification pursuant to Section 5.2 and Section
5.3 of this Agreement.
  (a) any CRIC Liability;(b) any breach by CRIC or any of its subsidiaries and VIEs of this Agreement or any
of the Inter-Company Agreements; and(c) any Liabilities relating to, arising out of or resulting from any untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, with respect to all information (i) contained
in the IPO Registration Statement, any issuer free writing prospectus or any
preliminary, final or supplemental prospectus forming a part of the IPO Registration
Statement (other than information provided in writing by E-House or any of its
subsidiaries or VIEs to CRIC specifically for inclusion in the IPO Registration
Statement, any issuer free writing prospectus or any preliminary, final or
supplemental prospectus forming a part of the IPO Registration Statement), (ii)
contained in any public filings made by CRIC with the SEC following the Live Filing
Date or (iii) provided in writing by CRIC or its subsidiaries or VIEs to E-House
specifically for inclusion in E-Houses annual or quarterly reports following the
Live Filing Date to the
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extent (A) such information pertains to (x) CRIC or its subsidiaries or VIEs or (y)
the CRIC Business or (B) E-House has provided prior written notice to CRIC that such
information will be included in one or more annual or quarterly reports, specifying
how such information will be presented, and the information is included in such
annual or quarterly reports; provided that this sub-clause (B) shall not apply to
the extent that any such Liability arises out of or results from, or in connection
with, any action or inaction of E-House or any of its subsidiaries or VIEs,
including as a result of any misstatement or omission of any information by E-House
or its subsidiaries or VIEs to CRIC.In the event that CRIC or any of its subsidiaries or VIEs makes a payment to the
E-House Indemnitees hereunder, and any of the E-House Indemnitees subsequently
diminishes the Liability on account of which such payment was made, either directly
or through a third-party recovery (other than a recovery indirectly from E-House or
its subsidiaries or VIEs), E-House will promptly repay (or will procure an E-House
Indemnitee to promptly repay) CRIC (or its subsidiary or VIE that has made the
payment) the amount by which the payment made by CRIC (or its subsidiary or VIE that
has made the payment) exceeds the actual cost of the associated indemnified
Liability.
 Indemnification by E-House
 (a) any Liability of E-House or its subsidiaries or VIEs and all Liabilities arising
out of the operation or conduct of the E-House Business (in each case excluding the
CRIC Liabilities);(b) any breach by E-House or any member of the E-House Group of this Agreement or
any of the Inter-Company Agreements; and(c) any Liabilities relating to, arising out of or resulting from any untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, with respect to all information (i) contained
in the IPO Registration Statement, any issuer free writing prospectus or any
preliminary, final or supplemental prospectus forming a part of the IPO Registration
Statement and provided in writing by E-House or any of its subsidiaries or VIEs to
CRIC specifically for inclusion in the IPO Registration Statement, any issuer free
writing prospectus or any preliminary, final or supplemental prospectus forming a
part of the IPO Registration Statement), (ii) contained in any public filings made
by E-House with the SEC following the Live Filing Date or (iii) provided in writing
by E-House or its subsidiaries or VIEs to CRIC specifically for inclusion in CRICs
annual or quarterly reports following the Live Filing Date to the extent (A) such
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information pertains to (x) E-House or any of its subsidiaries or VIEs or (y) the
E-House Business or (B) CRIC has provided prior written notice to E-House that such
information will be included in one or more annual or quarterly reports, specifying
how such information will be presented, and the information is included in such
annual or quarterly reports; provided that this sub-clause (B) shall not apply to
the extent that any such Liability arises out of or results from, or in connection
with, any action or inaction of CRIC or any of its subsidiaries or VIEs, including
as a result of any misstatement or omission of any information by CRIC or any of its
subsidiaries or VIEs to E-House.In the event that E-House or any of its subsidiaries or VIEs makes a payment to the
CRIC Indemnitees hereunder, and any of the CRIC Indemnitees subsequently diminishes
the Liability on account of which such payment was made, either directly or through
a third-party recovery (other than a recovery indirectly from CRIC or its
subsidiaries or VIEs), CRIC will promptly repay (or will procure a CRIC Indemnitee
to promptly repay) E-House (or its subsidiary or VIE that has made the payment) the
amount by which the payment made by E-House (or its subsidiary or VIE that has made
the payment) exceeds the actual cost of the indemnified Liability.
  (a) Notice of Claims. If an Indemnitee shall receive notice or otherwise
learn of the assertion by a Person (including any Governmental Authority) other than
E-House, CRIC and their subsidiaries and VIEs of any claim or of the commencement by
any such Person of any Action (collectively, a Third Party Claim) with respect to
which an Indemnifying Party may be obligated to provide indemnification, E-House or
CRIC, as applicable, will ensure that such Indemnitee shall give such Indemnifying
Party written notice thereof within thirty (30) days after becoming aware of such
Third Party Claim. Any such notice shall describe the Third Party Claim in
reasonable detail. Notwithstanding the foregoing, the delay or failure of any
Indemnitee or other Person to give notice as provided in this Section 5.4 shall not
relieve the related Indemnifying Party of its obligations under this Article V,
except to the extent that such Indemnifying Party is actually and substantially
prejudiced by such delay or failure to give notice.(b) Defense by Indemnifying Party. An Indemnifying Party shall be entitled
to participate in the defense of any Third Party Claim and, to the extent that it
wishes, at its cost, risk and expense, to assume the defense thereof, with counsel
reasonably satisfactory to the Indemnitee, unless the Indemnifying Party is also a
party to such proceeding and the Indemnitee determines in good faith that joint
representation would be materially prejudicial to the Indemnitees defense. After
timely notice from the Indemnifying Party to the Indemnitee of such election to so
assume the defense thereof, the Indemnifying Party shall not be liable to the
Indemnitee for any legal expenses of other counsel or any other expenses
subsequently incurred by the Indemnitee in connection with the defense thereof. The
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Indemnitee agrees to cooperate in all reasonable respects with the Indemnifying
Party and its counsel in the defense against any Third Party Claim. The Indemnifying
Party shall be entitled to compromise or settle any Third Party Claim as to which it
is providing indemnification, providedthat any compromise or settlement shall be
made only with the written consent of the Indemnitee, such consent not to be
unreasonably withheld.(c) Defense by Indemnitee. If an Indemnifying Party fails to assume the
defense of a Third Party Claim within thirty (30) days after receipt of notice of
such claim, the Indemnitee will, upon delivering notice to such effect to the
Indemnifying Party, have the right to undertake the defense, compromise or
settlement of such Third Party Claim on behalf of and for the account of the
Indemnifying Party subject to the limitations as set forth in this Section 5.4;
provided, however, that such Third Party Claim shall not be compromised or settled
without the written consent of the Indemnifying Party, which consent shall not be
unreasonably withheld. If the Indemnitee assumes the defense of any Third Party
Claim, it shall keep the Indemnifying Party reasonably informed of the progress of
any such defense, compromise or settlement. The Indemnifying Party shall reimburse
all such costs and expenses of the Indemnitee in the event it is ultimately
determined that the Indemnifying Party is obligated to indemnify the Indemnitee with
respect to such Third Party Claim. In no event shall an Indemnifying Party be liable
for any settlement effected without its consent, which consent shall not be
unreasonably withheld.
 5.5
    
    Additional Matters.
 (a) Cooperation in Defense and Settlement. With respect to any Third Party
Claim that implicates both CRIC and E-House in a material way due to the allocation
of Liabilities, responsibilities for management of defense and related indemnities
set forth in this Agreement or any of the Inter-Company Agreements, the Parties
agree to cooperate fully and maintain a joint defense (in a manner that will
preserve the attorney-client privilege, joint defense or other privilege with
respect thereto) so as to minimize such Liabilities and defense costs associated
therewith. Any Party that is not responsible for managing the defense of such Third
Party Claims shall, upon reasonable request, be consulted with respect to
significant matters relating thereto and may, if necessary or helpful, engage
counsel to assist in the defense of such claims.(b) Subrogation. In the event of payment by or on behalf of any Indemnifying
Party to or on behalf of any Indemnitee in connection with any Third Party Claim,
such Indemnifying Party shall be subrogated to and shall stand in the place of such
Indemnitee, in whole or in part based upon whether the Indemnifying Party has paid
all or only part of the Indemnitees Liability, as to any events or circumstances in
respect of which such Indemnitee may have any right, defense or claim relating to
such Third Party Claim against any claimant or plaintiff asserting such Third Party
Claim or against any other person. Such Indemnitee shall cooperate with such
Indemnifying Party in a reasonable manner, and at the cost and expense of such
Indemnifying Party, in prosecuting any subrogated right, defense or claim.
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Survival of Indemnities
 ARTICLE 6. DISPUTE RESOLUTION.
 6.1
    
    Dispute Resolution.(a) Any dispute, controversy or claim arising out of or relating to this Agreement,
Offshore Transitional Service Agreement, Non-Competition Agreement or Registration
Rights Agreement, or the breach, termination or validity thereof (Dispute) which
arises between the Parties shall first be negotiated between appropriate senior
executives of each Party who shall have the authority to resolve the matter. Such
executives shall meet to attempt in good faith to negotiate a resolution of the
Dispute prior to pursuing other available remedies, within ten (10) days of receipt
by a Party of written notice of a Dispute, which date of receipt shall be referred
to herein as the Dispute Resolution Commencement Date. Discussions and
correspondence relating to trying to resolve such Dispute shall be treated as
Confidential Information and Privileged Information of each of E-House and CRIC
developed for the purpose of settlement and shall be exempt from discovery or
production and shall not be admissible in any subsequent proceeding between the
Parties.(b) If the senior executives are unable to resolve the Dispute within 60 days from
the Dispute Resolution Commencement Date, then, the Dispute will be submitted to the
boards of directors of E-House and CRIC. Representatives of each board of directors
shall meet as soon as practicable to attempt in good faith to negotiate a resolution
of the Dispute.(c) If the representatives of the two boards of directors are unable to resolve the
Dispute within 120 days from the Dispute Resolution Commencement Date, on the
request of any Party, the Dispute will be mediated by a mediator appointed pursuant
to the mediation rules of the American Arbitration Association. Both Parties will
share the administrative costs of the mediation and the mediators fees and expenses
equally, and each Party shall bear all of its other costs and expenses related to
the mediation, including but not limited to attorneys fees, witness fees, and
travel expenses. The mediation shall take place in Shanghai, China or in whatever
alternative forum on which the Parties may agree.(d) If the Parties cannot resolve any Dispute through mediation within 45 days after
the appointment of the mediator (or the earlier withdrawal thereof), each Party
shall be entitled to seek relief in a court of competent jurisdiction.Unless otherwise agreed in writing, the Parties will continue to provide service and
honor all other commitments under this Agreement and each Inter-Company Agreement
during the course of dispute resolution pursuant to the provisions of this Section
6.1 with respect to all matters not subject to such dispute, controversy or claim.
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ARTICLE 7. MISCELLANEOUS.
 7.1
    
    Consent of E-House.(a) Any consent of E-House pursuant to this Agreement or any of the Inter-Company
Agreements shall not be effective unless it is in writing and evidenced by the
signature of the Chief Executive Officer or Chief Financial Officer of E-House (or
such other person that the Chief Executive Officer, Chief Financial Officer or board
of directors of E-House has specifically authorized in writing to give such
consent).(b) Any consent of CRIC pursuant to this Agreement or any of the Inter-Company
Agreements shall not be effective unless it is in writing and evidenced by the
signature of the Chief Executive Officer or Chief Financial Officer of CRIC (or such
other person that the Chief Executive Officer, Chief Financial Officer or board of
directors of CRIC has specifically authorized in writing to give such consent).
 Limitation of Liability PROVIDED HOWEVER
 Entire Agreement
 Governing Law and Jurisdiction
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Termination; Amendment provided however
 Notices
  
  
  27




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Counterparts
 Binding Effect; Assignment provided however
 Severability
 Failure or Indulgence not Waiver; Remedies Cumulative
 Authority
 Interpretation
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Conflicting Agreements
 Third Party Beneficiaries
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E-House (China) Holdings LimitedBy:
    /s/ Li-Lan ChengName:Title:CRIC Holdings LimitedBy:
    /s/ Xin ZhouName:Title: