EX-10.16






Exhibit 10.16




INDEMNITY AGREEMENT




     This Indemnity Agreement, dated as of August 4, 2010 (this “Agreement”), is among Vincent T.
Mo, a natural person, (the “Manager”) and CNED Hengshui Zhong Cheng Wanyuan Home Co., Ltd.
(“Hengshui”), a PRC company, and SouFun Holdings Limited, a Cayman Islands limited liability
company.



     WHEREAS, the Manager desires to enter into this Agreement in his individual capacity;



     WHEREAS, the Manager is the executive chairman of SouFun;



     WHEREAS, the Manager the major shareholder and chairman of Hengshui; and



     WHEREAS, Hengshui has entered into certain contractual arrangements with SouFun pursuant to
which SouFun has provided RMB50,000,000 in commitment deposits to Hengshui (the “Commitment
Deposits”) in order to secure SouFun’s position as the exclusive online marketing and listing
service provider for Hengshui.



     NOW, THEREFORE, in consideration of the mutual promises herein contained, and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as
follows:



     Section 1. Indemnification by the Manager.




     (a) The Manager hereby agrees to indemnify and hold SouFun Holdings Limited (the
“Indemnitee”) harmless from and against any and all claims, liabilities, losses, damages,
judgments, settlements, costs and expenses (including, without limitation, court costs and
reasonable attorneys’ fees and disbursements) (individually, a “Loss” and collectively,
“Losses”) that Indemnitee may sustain or incur as a result of Indemnitee’s granting the
Commitment Deposits to Hengshui, whether as a result of Hengshui’s failure or inability to
repay the Commitment Deposits, regulatory or government actions or lawsuits or private
actions related to the Commitment Deposits, or otherwise; in each case irrespective of the
time when the claim giving rise to such Loss or Losses is asserted or when the amount of
such Loss or Losses is established. For the avoidance of doubt, the Manager is agreeing to
provide the indemnity referred to in the immediately preceding sentence in his individual
capacity, and not in his role as a director or officer of the Indemnitee.




     b) Upon Indemnitee’ written verification of the amount and cause of any Loss or Losses
incurred by Indemnitee, the Manager, shall pay each such Loss covered by this Section
directly as and when due to the Indemnitee entitled thereto.




     c) The Manager agrees that he is entering into this Agreement in his individual,
personal capacity and not in his role as an executive officer or director of the Company.
Further, the Manager agrees to forego and hereby irrevocably waives any recourse or right he
may have to apply indemnity agreements or provisions he may have in his capacity as an
executive officer and director of the Company to cause the Company to reimburse, indemnity
or otherwise hold harmless the Manager against any of the Losses described herein.



     Section 2. Duty to Defend; Advance of Expenses. If any judicial or administrative
proceeding, or threatened proceeding, including any government investigation, whether civil,
criminal or otherwise



 









 





(individually, an “Action” and collectively, “Actions”), is asserted,
commenced or brought against the Indemnitee for which it may be indemnified by the Manager pursuant
to Section 3(a), Indemnitee shall have the right to retain and direct counsel to defend such
Action. If an Action brought by a third party is also brought against the Manager or Hengshui, the
Manager shall be entitled to assume the defense of such Action with counsel reasonably satisfactory
to the Indemnitee. The Manager shall pay all fees and disbursements of such counsel retained in
accordance with the foregoing two sentences. Neither the Manager nor Hengshui shall consent to the
terms of any compromise or settlement of any Action defended by them in accordance with the
foregoing without the prior written consent of the Indemnitee.



     Section 3. Notice of Claims. If Indemnitee receives complaints, claims or other
notices of any Actions, Losses or other liabilities that may give rise to indemnification under
Section 3, Indemnitee shall promptly notify the Manager and Hengshui of each such complaint, claim
or other notice; but the omission to so notify the Manager and Hengshui shall not relieve the
Manager from any liability under this Agreement.



     Section 4. No Lawsuits. The Manager and Hengshui each agrees not to assert, commence
or bring any Action, arbitral proceeding or similar claim against Indemnitee, or prosecute any
lawsuit in any court against Indemnitee on account of the Manager’s role as a senior officer and
director of the Company, or of any act or omission by Indemnitee covered by the Manager’s agreement
to indemnify under Section 1. The Manager further agrees that he will not assert or seek any
indemnification for any Losses or Expenses (as those terms are defined in any Indemnification
Agreement, between the Indemnitee and the Manager such as is customarily entered into between U.S.
listed companies and their directors and officers (the “D&O Indemnification Agreement”) from the
Indemnitee under the D&O Indemnification Agreement, or under any other indemnification or similar
agreements or arrangements between the Manager and the Indemnitee, for any amounts paid or payable
by the Manager to the Indemnitee under this Agreement.



     Section 5. Notices. Any notice or other communication under this Agreement shall be
in writing and deemed given upon receipt by a party at its address set forth on the signature page
hereof or at such other address as such party shall hereafter furnish in writing.



     Section 6. Counterparts; Modification; Headings.



     (a) This Agreement may be executed in any number of counterparts, each of which shall
constitute one and the same instrument, and any party may execute this Agreement by signing any
such counterpart. (b) This Agreement may be executed by facsimile transmission and electronic
mail, and such facsimile and electronic mail signatures shall be binding, of full force and effect
and treated as original signatures. (c) No modification of this Agreement shall be binding unless
executed in writing by the parties hereto or their respective successors and permitted assigns.
(d) Section headings are not part of this Agreement, they are solely for convenience of reference
and shall not affect the meaning or interpretation of any provisions of this Agreement.



     Section 7. Successors and Assigns; Sole Benefit. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns. Nothing expressed or referred to herein is intended or
shall be construed to give any person other than the parties hereto and their respective heirs,
executors, administrators, successors and assigns any legal or equitable rights, remedies or claims
under or with respect to any provisions of this Agreement. No party hereto may assign its
obligations under this Agreement without the prior consent of the other parties hereto.



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     Section 8. Agreement Not Exclusive. The right to indemnification provided to
Indemnitee under this Agreement shall be independent of, and neither subject to nor in derogation
of, any other rights to indemnification or exculpation to which the Company may be entitled,
including, without limitation, any such rights that may be asserted under any other agreement,
applicable corporate law, or any other contract or insurance.



     Section 9. Costs of Enforcement. The Manager shall pay all reasonable costs and
expenses incurred by Indemnitee in the enforcement of its rights under this Agreement, including,
without limitation, all court costs and reasonable attorney’s fees.



     Section 10. Severability. If any provision of this Agreement, or the application
thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to
be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied
to other persons, places and circumstances shall remain in full force and effect.



     Section 11. Governing Law; Dispute Resolution. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of New York. All disputes
among the parties arising out of or relating to this Agreement shall be finally settled in
accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by
an arbitral tribunal appointed in accordance with the Rules. The place of arbitration shall be in
Hong Kong. The arbitral tribunal shall be composed of three arbitrators. One arbitrator shall be
appointed by the Manager, one arbitrator shall be appointed by the Company, and the third
arbitrator, who shall serve as chairman of the arbitration tribunal, shall be appointed through the
mutual agreement of the other two arbitrators. The arbitrators shall not have the power to add to,
subtract from or modify any of the terms or conditions of this Agreement. The resolution of any
dispute by the arbitrators pursuant to this Section 15 shall be non-appealable, final, binding and
conclusive on the parties to such dispute. The fees and disbursements of the arbitrators shall be
allocated to the party against whom any dispute decided hereunder is resolved.



SIGNATURE PAGE TO FOLLOW




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     IN WITNESS WHEREOF, each of the Manager and Hengshui has hereunto set his hand, and the
Company hereto has caused this Agreement to be executed by its duly authorized officer, as of the
day and year first above written.



/s/ Vincent T. Mo              
                            
                            
    

Vincent T. Mo




Address:   c/o 8th Floor, Tower 3, Xihuan Plaza, No. 1

                  Xizhimenwai Avenue, Xicheng District,

                  Beijing 100044 P.R.C.




CNED HENGSHUI ZHONG CHENG WANYUAN HOME CO., LTD.




/s/ Vincent T. Mo                  
                               
                       
 

Name: Vincent T. Mo

Title:   Chairman




Address:   Room 1207, 1988 Yongxingxi Road,

                  Hengshui 053000 P.R.C.




SOUFUN HOLDINGS LIMITED



By:      /s/ Vincent T. Mo           
                               
                       


Name: Vincent T. Mo




Title:   Chairman




Address:   8th Floor, Tower 3, Xihuan Plaza, No. 1

                  Xizhimenwai Avenue, Xicheng District,

                  Beijing 100044 P.R.C.





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