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 thelaws of the Cayman Islands (“**E-House**”), on behalf of itself and other members of E-House Group, andCRIC Holdings Limited, an exempted company with limited liability incorporated under the laws ofthe 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 andcomment by the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, asamended, 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 ofsuch review and comment and as financial market conditions permit (as so filed, and as amendedthereafter from time to time, the “**IPO Registration Statement**”);     WHEREAS, E-House and CRIC have entered into that certain Master Transaction Agreement, datedas of July 27, 2009 (the “**Master Transaction Agreement**”), which sets forth and memorializes theprincipal arrangements between E-House and CRIC regarding their relationship from and after thefiling of the IPO Registration Statement and the consummation of the IPO, including the enteringinto of this Agreement; and     WHEREAS, the parties desire that members of E-House Group will continue to provide certainservices to members of CRIC Group and that members of CRIC Group will also provide certainservices to members of E-House Group.     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants andundertakings contained herein and the transactions contemplated by the Master TransactionAgreement, the receipt and sufficiency of which are acknowledged, the parties hereby mutually agreeas follows:**SECTION 1. DEFINITIONS.**     Capitalized terms used and not otherwise defined herein will have the meanings ascribed tosuch terms in the Master Transaction Agreement. Capitalized terms used in the Schedule but nototherwise defined therein, will have the meaning ascribed to such word in this Agreement. Forpurposes 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 commoncontrol with such Person; *provided that*, under this Agreement, “Affiliate” of any member of E-HouseGroup 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 thepossession, directly or indirectly, of the power to direct or cause the direction of the managementand policies of such entity, whether through ownership of voting securities or other interests, bycontract or otherwise.     “Agreement” means this Offshore Transitional Services Agreement, together with the Schedulehereto, 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 MasterTransaction 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 MasterTransaction 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 itssubsidiaries 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 intangibleforms, 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 informationor 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 GovernmentalAuthority.     “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 TransactionAgreement.     “Onshore Transitional Services Agreement” has the meaning set forth in Section 2.1 of theMaster Transaction Agreement.     “Person” means an individual, a general or limited partnership, a corporation, a trust, ajoint venture, an unincorporated organization, a limited liability entity, any other entity and anyGovernmental Authority.     “PRC” means the People’s Republic of China, which, for purposes of this Agreement only, doesnot include the Hong Kong Special Administrative Region, the Macau Special Administrative Regionand Taiwan.     “Provider” means, with respect to any particular Service, the entity or entities identified onthe 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 identifiedon the Schedule as the party to receive such Service.     “Registration Rights Agreement” has the meaning set forth in Section 2.1 of the MasterTransaction Agreement.     “E-House Consultancy and Service Agreement” has the meaning set forth in Section 2.1 of theMaster 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 FilingDate and ending on the earlier of (i) the date the Recipient terminates the provision of suchService pursuant to Section 4(b), (ii) the date the Provider terminates the provision of suchService pursuant to Section 4(c), (iii) the first date upon which members of the E-House Group nolonger collectively own at least twenty percent (20%) of the voting power of the then outstandingsecurities of CRIC or (iv) the first date upon which E-House, collectively with the other membersof the E-House Group, ceases to be the largest beneficial owner of the then outstanding votingsecurities of CRIC (for purposes of this clause (iv), without considering holdings of institutionalinvestors that have acquired CRIC securities in the ordinary course of their business and not witha 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 orportions 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 becollected or withheld, including charges, together with any related interest, penalties or otheradditional amounts.     “U.S. GAAP” means generally accepted accounting principles in the United States as in effectfrom 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 commoncontrol with such Person and is deemed to be a variable interest entity consolidated with suchPerson 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 ServicePeriod, each Provider agrees to provide, or with respect to any service to be provided by anAffiliate of the Provider, to cause such Affiliate to provide, to the Recipient, or with respect toany service to be provided to an Affiliate of the Recipient, to such Affiliate, the applicableservices (the “**Initial Services**”) set forth on the Schedule (the “**Schedule**”) annexed hereto.     (b) Additional Services. From time to time during the applicable Service Period, theparties may identify additional services that the Provider will provide to the Recipient inaccordance with the terms of this Agreement (the “**Additional Services**” and, together with theInitial Services, the “**Services**”). If the parties agree to add any Additional Services, the partieswill mutually create a Schedule or amend the existing Schedule for each such Additional Servicesetting forth the identities of the Provider and the Recipient, a description of such Service, theterm during which such Service will be provided, the cost, if any, for such Service and any otherprovisions applicable thereto. In order to become a part of this
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Agreement, such amendment to the Schedule must be executed by a duly authorized representativeof each party, at which time such Additional Service will, together with the Initial Services, bedeemed to constitute a “Service” for the purposes hereof and will be subject to the terms andconditions of this Agreement. The parties may, but will not be required to, agree on AdditionalServices during the applicable Service Period. Notwithstanding anything to the contrary in theforegoing or anywhere else in this Agreement, any service actually performed by the Provider uponwritten or oral request by the Recipient in connection with this Agreement will be deemed toconstitute a “Service” for the purposes of Sections 3 and 5(b), but such “Service” will only beincorporated into this Agreement by an amendment as set forth in this Section 2(b) and Section5(k). Notwithstanding the foregoing, neither party will have any obligation to agree to provideAdditional Services.     (c) Scope of Services. Notwithstanding anything to the contrary herein, (i) neither theProvider nor any of its Affiliates will be required to perform or to cause to be performed any ofthe Services for the benefit of any third party or any other person other than the applicableRecipient or its Affiliates, and (ii) the Provider makes no warranties, express or implied, withrespect 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 anyof its Affiliates will be obligated to perform or to cause to be performed anyService in a volume or quantity that exceeds on an annualized basis 150 percent ofthe historical volumes or quantities of Services performed by it or its Affiliatesfor the business of the Recipient during calendar year 2008, without reference tothe transactions contemplated by the Master Transaction Agreement (“**HistoricalLevels**”); *provided*, *however*, that if the Recipient wishes to increase the volume orquantity of such Services provided under this Agreement by more than such amount,the Recipient will make a request to the appropriate Provider in writing inaccordance with Section 5(m) at least fifteen (15) days prior to the next ReviewMeeting setting out in as much detail as reasonably possible the change requestedand the reason for requesting the change, which request will be considered at thenext Review Meeting. The Provider may, in its sole discretion, choose to accommodateor not to accommodate any such request in part or in full.   (ii) In case performance of any terms or provisions hereof will be delayed orprevented, 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, federalor foreign, or because of riots, war, public disturbance, strike, labor dispute,fire explosion, storm, flood, acts of God, major breakdown or failure oftransportation, manufacturing, distribution or storage facilities, or for any otherreason which is not within the control of the party whose performance is interferedwith and which by the exercise of reasonable diligence such party is unable toprevent (each, a “**Force Majeure Event**”), then upon prompt notice by the party sosuffering to the other party, the party suffering will be excused from itsobligations hereunder during the period such Force Majeure Event continues, and noliability will attach against either party on account thereof. No party will beexcused from performance if such party fails to use reasonable diligence to remedythe situation and remove the cause and effect of the Force Majeure Event.
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  (iii) If the Provider is unable to provide a Service hereunder because it does nothave the necessary assets because such asset was transferred from the Provider tothe Recipient, the parties will determine a mutually acceptable arrangement toprovide the necessary access to such asset and until such time as access isprovided, the Provider’s failure to provide such Service will not be a breach ofthis Agreement.   (iv) Notwithstanding anything to the contrary contained herein, this Agreement willnot constitute an agreement for the Provider to provide Services to the Recipient tothe extent that the provision of any such Services would not be in compliance withapplicable Laws.     (e) Standard of Performance; Standard of Care   (i) The Provider will use its commercially reasonable efforts to provide and causeits Affiliates to provide the Services in a manner which is substantially similar innature, quality and timeliness to the services provided by the applicable Providerto the applicable Recipient immediately prior to the date hereof; *provided*, *however*,that nothing in this Agreement will require the Provider to prioritize or otherwisefavor the Recipient over any third parties or any of the Provider’s or theProvider’s Affiliates’ business operations. The Recipient acknowledges that theProvider’s obligation to provide the Services is contingent upon the Recipient (A)providing in a timely manner all information, documentation, materials, resourcesand access requested by the Provider and (B) making timely decisions, approvals andacceptances and taking in a timely manner such other actions requested by theProvider, 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, materialsor services with reasonable prior notice to the extent practicable. Notwithstandinganything to the contrary herein, the Provider shall not be responsible for anyfailure to provide any Service in the event that the Recipient has not fullycomplied with the immediately preceding sentence. The parties acknowledge and agreethat nothing contained in the Schedule will be deemed to (A) increase or decreasethe standard of care imposed on the Provider, (B) expand the scope of the Servicesto be provided as set forth in Section 2, except to the extent that the Schedulereferences 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 levelof 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 anyadditional 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 thetransfer or conversion of the Recipient’s data to the Provider or any alternatesupplier of Services. Further, the Provider will have the right to designate whichpersonnel it will assign to perform the Services, and it will have the right toremove and replace any such personnel at any time or designate any of its Affiliatesor a third party provider
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  at any time to perform the Services. At the Recipient’s request, the Provider willconsult in good faith with the Recipient regarding the specific personnel to provideany particular Services; *provided*, *however*, that the Provider’s decision willcontrol and be final and binding.  (iii) The Provider’s sole responsibility to the Recipient for errors or omissionscommitted by the Provider in performing the Services will be to correct such errorsor 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 oromission of which it becomes aware after having used commercially reasonable effortsto detect any such errors or omissions.   (iv) The parties and their respective Affiliates will use good faith efforts tocooperate with each other in connection with the performance of the Serviceshereunder, including producing on a timely basis all information that is reasonablyrequested with respect to the performance of Services; *provided*, *however*, that suchcooperation not unreasonably disrupt the normal operations of the parties and theirrespective Affiliates; *provided further*, that the party requesting cooperation willpay all reasonable out-of-pocket costs and expenses incurred by the party furnishingcooperation, unless otherwise expressly provided in this Agreement or the MasterTransaction Agreement. Such cooperation will include exchanging information,providing electronic access to systems used in connection with the Services andobtaining or granting all consents, licenses, sublicenses or approvals necessary topermit each party to perform its obligations hereunder. Notwithstanding anything inthis Agreement to the contrary, the Recipient will be solely responsible for payingfor the costs of obtaining such consents, licenses, sublicenses or approvals,including reasonable legal fees and expenses. Either party providing electronicaccess to systems used in connection with Services may limit the scope of access tothe applicable requirements of the relevant matter through any reasonable meansavailable, and any such access will be subject to the terms of Section 5(h). Theexchange of information or records (in any format, electronic or otherwise) relatedto 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) donot involve the incurrence of any material expense, and (C) are reasonably necessaryfor 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 makinginformation available as needed in the event of a Tax audit or in connection withstatutory or governmental compliance issues, whether in the PRC or any othercountry; *provided*, *however*, that the provision of such information will be withoutrepresentation or warranty as to the accuracy or completeness of such information.For the avoidance of doubt, and without limiting any privilege or protection thatnow or hereafter may be shared by the Provider and the Recipient, neither party willbe required to provide any document if the party who would provide such documentreasonably 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 becauseof a failure to obtain necessary consents (e.g., third-party approvals or
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  instructions or approvals from the Recipient required in the ordinary course ofproviding a Service), licenses, sublicenses or approvals contemplated by Section2(e)(iv), such failure shall not constitute a breach hereof by the Provider and theparties will cooperate to determine the best alternative approach; *provided*,*however*, that in no event will the Provider be required to provide such Serviceuntil an alternative approach reasonably satisfactory to the Provider is found orthe consents, licenses, sublicenses or approvals have been obtained.     (f) Prices for Services. Services provided to any Recipient pursuant to the terms of thisAgreement will be charged at the prices set forth for such Service on the Schedule. At the end ofeach twelve (12) months during the Service Period, the Provider will review the charges, costs andexpenses 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 Costfor any service materially differs from the aggregate costs charged to Recipient for that Servicefor that period, the Provider will deliver to Recipient documentation for such Actual Cost and theparties will renegotiate in good faith to adjust the appropriate costs charged to the Recipientprospectively.     (g) Changes in Services. The parties agree and acknowledge that any Provider may makechanges from time to time in the manner of performing the applicable Services if such Provider ismaking similar changes in performing similar services for itself, its Affiliates or other thirdparties, if any, and if such Provider furnishes to the Recipient substantially the same notice (incontent 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 inany way, and notwithstanding any provision of this Agreement to the contrary, such Provider maymake any of the following changes without obtaining the prior consent of the Recipient: (i) changesto the process of performing a particular Service that do not adversely affect the benefits to theRecipient of such Provider’s provision or quality of such Service in any material respect ormaterially increase the charge for such Service; (ii) emergency changes on a temporary andshort-term basis; and (iii) changes to a particular Service in order to comply with applicable Lawor regulatory requirements.     (h) Services Performed by Third Parties. Nothing in this Agreement will prevent theProvider from using its Affiliates or third parties to perform all or any part of a Servicehereunder. The Provider will remain fully responsible for the performance of its obligations underthis Agreement in accordance with its terms, including any obligations it performs through itsAffiliates or third parties, and the Provider will be solely responsible for payments due any suchAffiliates or third parties.     (i) Responsibility for Provider Personnel. All personnel employed, engaged or otherwisefurnished by the Provider in connection with its rendering of the Services will be the Provider’semployees, agents or subcontractors, as the case may be (collectively, “**Provider Personnel**”). TheProvider will have the sole and exclusive responsibility for Provider Personnel, will superviseProvider Personnel and will cause Provider Personnel to cooperate with the Recipient in performingthe Services in accordance with the terms and conditions of Section 2(e). The Provider will pay andbe responsible for the payment of any and all premiums, contributions and taxes for workers’compensation insurance, unemployment compensation, disability insurance, and all similar provisionsnow 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.
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     (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 ofauthorship, documentation, and other innovations of any kind, including any improvements ormodifications to the Provider’s proprietary computer software programs and related materials, thatthe Provider, or personnel working for or through the Provider, may make, conceive, develop orreduce to practice, alone or jointly with others, in the course of performing Services or as aresult of such Services, whether or not eligible for patent, copyright, trademark, trade secret orother legal protection (collectively the “**Work Product**”), as between the Provider and theRecipient, 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 propertyof the Provider relating to such terminated Services which is owned or leased by the Provider andis, or was, in the Recipient’s possession or control; and (ii) the Provider will transfer to theRecipient, as soon as practicable, any and all supporting, back-up or organizational data orinformation of the Recipient used in supplying the Service to the Recipient. In addition, theparties will use good-faith efforts at the termination of this Agreement or any specific Serviceprovided 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) pertainingsolely to the other party and related to such Service will be returned to such other party anddeleted or removed from the applicable computer systems. All systems, procedures and relatedmaterials provided to the Recipient are for the Recipient’s internal use only and only as relatedto the Services or any of the underlying Systems used to provide the Services, and unless theProvider gives its prior written consent in each and every instance (in its sole discretion), theRecipient may not sell, transfer, assign or otherwise use the Services provided hereunder, in wholeor in part, for the benefit of any person other than an Affiliate of the Recipient. The Recipientwill not copy, modify, reverse engineer, decompile or in any way alter Systems without theProvider’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 ofthe Services pursuant to this Agreement. Such representatives will hold review meetings bytelephone or in person, as mutually agreed upon, approximately once every quarter to discuss issuesrelating to the provision of the Services under this Agreement (“**Review Meetings**”). In the ReviewMeetings such representatives will be responsible for (A) discussing any problems identifiedrelating to the provision of Services and, to the extent changes are agreed upon, implementing suchchanges and (B) providing notice that any Service has since the prior Review Meeting for the firsttime exceeded, or is anticipated to exceed, the usual and customary volume for such Service asdescribed 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 quarterlybasis.     (b) Late Payments. Charges not paid within twenty-five (25) days after the date whenpayable will bear interest at the rate of 0.75% per month for the period commencing on the due dateand ending on the date that is twenty-five (25) days after such due date, and thereafter at therate of 1.5% per month until the date payment is received in full by the Provider.
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**SECTION 4. TERM AND TERMINATION.**     (a) Termination Dates. Unless otherwise terminated pursuant to this Sections 4, thisAgreement will terminate with respect to any Service at the close of business on the last day ofthe Service Period for such Service, unless the parties have agreed in writing to an extension ofthe Service Period.     (b) Early Termination by the Recipient. As provided in the Schedule (regarding therequired number of days for written notice), the Recipient may terminate this Agreement withrespect to either all or any one or more of the Services, at any time and from time to time (exceptin the event such termination will constitute a breach by Provider of a third party agreementrelated to providing such Services), by giving the required written notice to the Provider of suchtermination (each, a “**Termination Notice**”). Early termination by the Recipient will obligate theRecipient to pay to the Provider the entire early termination fee provided for in the Schedulesubject (in whole or in part) to early termination (the “**Early Termination Fees**”). Unless providedotherwise in the Schedule, all Services of the same type must be terminated simultaneously. As soonas reasonably practicable after its receipt of a Termination Notice, the Provider will advise theRecipient as to whether early termination of such Services will require the termination or partialtermination, or otherwise affect the provision of, certain other Services. If this will be thecase, the Recipient may withdraw its Termination Notice within ten (10) days. If the Recipient doesnot withdraw the Termination Notice within such period, such termination will be final and theRecipient will be deemed to have agreed to the termination, partial termination or affectedprovision of such other Services and to pay the Early Termination Fees.     (c) Termination by the Provider. As provided in the Schedule (regarding the requirednumber of days of written notice), the Provider may terminate this Agreement with respect to eitherall or any one or more of the Services, at any time and from time to time, by giving the requiredwritten notice to the Recipient of such termination, if at such time the Provider does not performsuch Service for itself or its Affiliates. Additionally, the Provider may terminate this Agreementby giving written notice of such termination to the Recipient, if the Recipient breaches anymaterial 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 writtennotice 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 oneor more, but less than all, of the Services, this Agreement will continue in full force and effectwith 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) payto 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 fromthe Recipient’s early termination of such Services, if any, including those costs owed tothird-party providers, but excluding costs related to the termination of any particular Provideremployees 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 inorder for the Provider to provide such Services.
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     (e) Data Transmission. In connection with the termination of a particular Service, on orprior to the last day of each relevant Service Period, the Provider will cooperate fully and willcause its Affiliates to cooperate fully to support any transfer of data concerning the relevantServices to the applicable Recipient. If requested by the Recipient in connection with the priorsentence, the Provider will deliver and will cause its Affiliates to deliver to the applicableRecipient, within such time periods as the parties may reasonably agree, all records, data, filesand other information received or computed for the benefit of such Recipient during the ServicePeriod, in electronic and/or hard copy form; *provided*, *however*, that (i) the Provider will not haveany obligation to provide or cause to provide data in any non-standard format and (ii) if theProvider, in its sole discretion, upon request of the Recipient, chooses to provide data in anynon-standard format, the Provider and its Affiliates will be reimbursed for their reasonableout-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 IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, WITH RESPECTTO THE SERVICES, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE PROVIDER MAKES NO REPRESENTATIONSOR 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 partyhereunder are exclusively the obligations of such other party and are not guaranteeddirectly or indirectly by such other party’s shareholders, members, managers,officers, directors, agents or any other person. Except as otherwise specificallyset forth in the Master Transaction Agreement, and subject to the terms of thisAgreement, 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 orcauses of action for damages, injuries or losses sustained by any party as a resultof the other party’s action or inaction.   (ii) Notwithstanding (A) the Provider’s agreement to perform the Services inaccordance with the provisions hereof, or (B) any term or provision of the Scheduleto the contrary, the Recipient acknowledges that performance by the Provider of theServices pursuant to this Agreement will not subject the Provider, any of itsAffiliates or their respective members, shareholders, managers, directors, officers,employees or agents to any liability whatsoever, except as directly caused by thegross negligence or willful misconduct on the part of the Provider or any of itsmembers, shareholders, managers, directors, officers, employees and agents;provided, however, that the Provider’s liability as a result of such grossnegligence or willful misconduct will be limited to an amount not to exceed thelesser of (i) the price paid for the particular Service, (ii) the Recipient’s or itsAffiliate’s cost of performing the Service itself during the remainder of theapplicable Service Period or (iii) the Recipient’s
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  cost of obtaining the Service from a third party during the remainder of theapplicable Service Period; provided further that the Recipient and its Affiliateswill exercise their commercially reasonable efforts to minimize the cost of any suchalternatives to the Services by selecting the most cost effective alternatives whichprovide the functional equivalent of the Services replaced.   (iii) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NOEVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL,INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITSSUFFERED BY THE OTHER PARTY OR ITS AFFILIATES, HOWEVER CAUSED AND ON ANY THEORY OFLIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER; PROVIDED, HOWEVER, THATTO THE EXTENT EITHER PARTY OR ITS RESPECTIVE AFFILIATES IS REQUIRED TO PAY (A) ANYAMOUNT ARISING OUT OF THE INDEMNITY SET FORTH IN SECTION 5(b)(ii) AND (B) ANYSPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSTPROFITS TO A THIRD PARTY WHO IS NOT AN AFFILIATE OF EITHER PARTY, IN EACH CASE INCONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES OFTHE INDEMNIFIED PARTY AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THISSECTION 5(b)(iii).   (iv) The Recipient agrees to indemnify and hold harmless the Provider, the Provideror its Affiliates and their respective members, shareholders, managers, directors,officers, employees and agents with respect to any claims or liabilities (includingreasonable attorneys’ fees) (“**Claims**”), which may be asserted or imposed against theProvider 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 orconstitutes a material breach of such agreement by the Provider, except (withrespect to both of the foregoing) for any claims which are directly caused by thegross negligence or willful misconduct of the Provider or such persons. Each partyas indemnitee (“**Indemnitee**”) will give the other party as indemnitor (“**Indemnitor**”)prompt written notice of any Claims. If Indemnitor does not notify Indemnitee withina reasonable period after Indemnitor’s receipt of notice of any Claim thatIndemnitor is assuming the defense of Indemnitee, then until such defense is assumedby Indemnitor, Indemnitee shall have the right to defend, contest, settle orcompromise such Claim in the exercise of its reasonable judgment and all costs andexpenses of such defense, contest, settlement or compromise (including reasonableoutside attorneys’ fees and expenses) will be reimbursed to Indemnitee byIndemnitor. Upon assumption of the defense of any such Claim, Indemnitor will, atits own cost and expense, select legal counsel, conduct and control the defense andsettlement of any suit or action which is covered by Indemnitor’s indemnity.Indemnitee shall render all cooperation and assistance reasonably requested by theIndemnitor and Indemnitor will keep Indemnitee fully apprised of the status of anyClaim. Notwithstanding the
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  foregoing, Indemnitee may, at its election and sole expense, be represented in suchaction by separate counsel and Indemnitee may, at its election and sole expense,assume the defense of any such action, if Indemnitee hereby waives Indemnitor’sindemnity hereunder. Unless Indemnitee waives the indemnity hereunder, in no eventshall Indemnitee, as part of the settlement of any claim or proceeding covered bythis indemnity or otherwise, stipulate to, admit or acknowledge any liability orwrongdoing (whether in contract, tort or otherwise) of any issue which may becovered by this indemnity without the consent of the Indemnitor (such consent not tobe unreasonably withheld or delayed).     (c) Compliance with Law and Governmental Regulations. The Recipient will be solelyresponsible for (i) compliance with all Laws affecting its business and (ii) any use the Recipientmay make of the Services to assist it in complying with such Laws. Without limiting any otherprovisions of this Agreement, the parties agree and acknowledge that neither party has anyresponsibility or liability for advising the other party with respect to, or ensuring the otherparty’s compliance with, any public disclosure, compliance or reporting obligations of such otherparty (including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, asamended, the Sarbanes-Oxley Act of 2002 and rules and regulations promulgated under such Acts orany successor provisions), regardless of whether any failure to comply results from informationprovided hereunder.     (d) No Partnership or Joint Venture; Independent Contractor. Nothing contained in thisAgreement will constitute or be construed to be or create a partnership or joint venture betweenthe parties or any of their respective Affiliates, successors or assigns. The parties understandand agree that this Agreement does not make either of them an agent or legal representative of theother for any purpose whatsoever. No party is granted, by this Agreement or otherwise, any right orauthority to assume or create any obligation or responsibilities, express or implied, on behalf ofor in the name of any other party, or to bind any other party in any manner whatsoever. The partiesexpressly acknowledge that the Provider is an independent contractor with respect to the Recipientin all respects, including with respect to the provision of the Services.     (e) Non-Exclusivity. The Provider and its Affiliates may provide services of a naturesimilar to the Services to any other Person. There is no obligation for the Provider to provide theServices to the Recipient on an exclusive basis.     (f) Expenses. Except as otherwise provided herein, each party will pay its own expensesincident 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 reasonableefforts to take or cause to be taken, at the cost and expense of the requesting party, such furtheractions as may be reasonably necessary to consummate or implement the transactions contemplatedhereby or to evidence such matters.     (h) Confidentiality.   (i) Subject to Section 5(h)(iii), each party, on behalf of itself and its respectiveAffiliates, agrees to hold, and to cause its respective directors,
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  officers, employees, agents, accountants, counsel and other advisors andrepresentatives to hold, in strict confidence, with at least the same degree of carethat applies to such party’s confidential and proprietary information pursuant topolicies in effect as of the date hereof, all Information concerning the other partyand its Affiliates that is either in its possession (including Information in itspossession prior to the date hereof) or furnished by the other party, its Affiliatesor their respective directors, officers, managers, employees, agents, accountants,counsel and other advisors and representatives at any time pursuant to thisAgreement or otherwise, and will not use any such Information other than for suchpurposes as will be expressly permitted hereunder or thereunder, except, in eachcase, to the extent that such Information has been (i) in the public domain throughno fault of such party or its Affiliates or any of their respective directors,officers, managers, employees, agents, accountants, counsel and other advisors andrepresentatives, (ii) later lawfully acquired from other sources by such party (orits Affiliates) which sources are not themselves bound by a confidentialityobligation, or (iii) independently generated without reference or prior access toany proprietary or confidential Information of the other party.   (ii) Each party agrees not to release or disclose, or permit to be released ordisclosed, any Information of the other party or its Affiliates to any other Person,except its directors, officers, employees, agents, accountants, counsel and otheradvisors and representatives who need to know such Information (who will be advisedof their obligations hereunder with respect to such Information), except incompliance with Section 5(h)(iii); provided, however, that any Information may bedisclosed to third parties (who will be advised of their obligation hereunder withrespect to such Information) retained by the Provider as the Provider reasonablydeems necessary to perform the Services.   (iii) In the event that any party or any of its Affiliates either determines on theadvice of its counsel that it is required to disclose any Information pursuant toapplicable Law (including pursuant to any rule or regulation of any GovernmentalAuthority) or receives any demand under lawful process or from any GovernmentalAuthority to disclose or provide Information of any other party (or of the otherparty’s Affiliates) that is subject to the confidentiality provisions hereof, suchparty will notify the other party prior to disclosing or providing such Informationand will cooperate at the expense of such other party in seeking any reasonableprotective arrangements (including by seeking confidential treatment of suchInformation) requested or required by such other party. Subject to the foregoing,the person that received such a request or determined that it is required todisclose Information may thereafter disclose or provide Information to the extentrequired by such Law (as so advised by counsel) or by lawful process or suchGovernmental Authority; provided, however, that such Person provides the other partyupon request with a copy of the Information so disclosed.
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     (i) Headings. The Section and paragraph headings contained in this Agreement or in theSchedule hereto and in the table of contents to this Agreement are for reference purposes only andwill not affect in any way the meaning or interpretation of this Agreement.     (j) Interpretation. For all purposes of this Agreement and the Schedule delivered pursuantto this Agreement: (i) the terms defined in Section 1(a) have the meanings assigned to them inSection 1(a) and include the plural as well as the singular; (ii) all accounting terms nototherwise defined herein have the meanings assigned under U.S. GAAP; (iii) all references in thisAgreement to designated “Sections”, “Schedule” and other subdivisions are to the designatedSections, Schedule and other subdivisions of the body of this Agreement; (iv) pronouns of eithergender 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 andnot 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 unlessotherwise indicated; (ix) any definition of, or reference to, any law, agreement, instrument orother document herein will be construed as referring to such law, agreement, instrument or otherdocument as from time to time amended, supplemented or otherwise modified; and (x) any definitionof, or reference to, any statute will be construed as referring also to any rules and regulationspromulgated thereunder.     (k) Amendments. This Agreement (including the Schedule) may not be amended except by aninstrument in writing executed by a duly authorized representative of each party. By an instrumentin writing, the Provider, on the one hand, or the Recipient, on the other hand, may waivecompliance by the other with any term or provision of this Agreement (including the Schedule) thatsuch other party was or is obligated to comply with or perform. Any such waiver will only beeffective in the specific instance and for the specific and limited purpose for which it was givenand 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 partyto exercise and no delay in exercising any right hereunder will operate as a waiver thereof norwill any single or partial exercise of any right hereunder preclude any other or further exercisethereof 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 waiveror release by any party of any liabilities, obligations or commitments imposed upon them by theterms of the Master Transaction Agreement, including the representations, warranties, covenants,agreements and other provisions of the Master Transaction Agreement. In the event of any conflictbetween the terms of this Agreement (including the Schedule), on the one hand, and the terms of theMaster Transaction Agreement, on the other hand, with respect to the subject matters of thisAgreement, the terms of this Agreement will control. In the event of any inconsistency between theterms of this Agreement, on the one hand, and any of the Schedule, on the other hand, the terms ofthis Agreement (other than charges for Services) will control.     (m) Notices. Notices, offers, requests or other communications required or permitted to begiven by a party pursuant to the terms of this Agreement shall be given in writing to the otherparty to the following addresses:if to E-House:
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17/F, Merchandise Harvest Building (East)