EX-10.6






Exhibit 10.6




FORM OF OPERATING AGREEMENT




(Summary Translation)


This Agreement is made and entered into by the Parties below on [specify date] in [specify
city], People’s Republic of China (“China”).




Party A: [specify name of a subsidiary of SouFun Holdings Limited] of [specify address];

Party B: [specify name of a consolidated controlled entity] of [specify address];

Party C: [specify name of shareholder of Party B] of [specify address]; and

Party D: [specify name of shareholder of Party B] of [specify address].



WHEREAS:





	1.	 	Party A is a wholly foreign owned enterprise established in China;
	 
	2.	 	Party B is a wholly domestically funded company registered in China, with the approval of
[specify city] Administration of Industry and Commerce to engage in the advertising business;
	 
	3.	 	Party A and Party B have established a business relationship through an Exclusive Technical
Consultancy and Services Agreement;
	 
	4.	 	Pursuant to the Exclusive Technical Consultancy and Services Agreement between Party A and
Party B, Party B shall pay Party A certain specified amounts, which have not yet been paid by
Party B, while Party B’s daily operations have a material effect on the ability of Party B to
pay such remuneration to Party A;
	 
	5.	 	Party C is a shareholder of Party B, holding [specify percentage]% equity interests in Party
B;
	 
	6.	 	Party D is a shareholder of Party B, holding [specify percentage]% equity interests in Party
B; and
	 
	7.	 	Party A, Party B, Party C and Party D hereby agree to further identify matters in relation to
the operation of Party B’s business pursuant to this Agreement.




NOW, THEREFORE, the Parties hereof through negotiation agree as follows:





	1.	 	When Party B enters into a business contract or agreement with any third party (“Third
Party”) and is in line with the relevant terms and conditions hereunder, Party A hereby agrees
that it shall sign, with such Third Party upon its request, a written agreement to be the
performance guarantor of Party B by furnishing complete guaranty for Party B’s performance
under such contract or agreement in order to ensure the normal operation of Party B’s
business. As counter security, Party B hereby agrees that it shall mortgage to Party A its
accounts receivable and all of its assets.
	 
	2.	 	In accordance with the provisions of Article 1 and in order to guarantee the performance of
all business agreements, including the Exclusive Technical Consultancy and Services Agreement,
between Party A and Party B, and the




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	 	 	disbursement of all accounts payable by Party B to Party A under the Exclusive Technical
Consultancy and Services Agreement, Party B and its shareholders, Party C and Party D,
hereby agree that Party B, without the prior written consent of Party A or its designee,
shall not engage in any transaction that may materially affect the assets, obligations,
rights and operations of Party B, including but not limited to the following:






	 	2.1	 	borrowing money or undertaking any obligation from any Third Party;
	 
	 	2.2	 	selling to or acquiring from any Third Party any assets or rights,
including but not limited to any intellectual property rights;
	 
	 	2.3	 	providing security with the title of its assets or intellectual property
rights for the benefit of any Third Party; and
	 
	 	2.4	 	Transferring rights and obligations herein to any Third Party.






	3.	 	In order to guarantee the performance of all business agreements, including the Exclusive
Technical Consultancy and Services Agreement, between Party A and Party B, and the payment of
all accounts payable by Party B to Party A under the Exclusive Technical Consultancy and
Services Agreement, Party B and its shareholders, Party C and Party D, hereby agree to accept
company policies and instructions provided by Party A from time to time on the employment and
termination of working staff, daily operations and management, and financial management
systems and other similar policies.
	 
	4.	 	Party B and its shareholders, Party C and Party D, hereby agree that Party B, Party C and
Party D shall appoint the persons designated by Party A to be the directors of Party B, and
senior management personnel employed by, and as designated by, Party A to be the general
manager, chief financial officer and other senior management personnel of Party B. If the
aforesaid directors or senior management personnel designated by Party A leave Party A,
regardless of whether they resign or are dismissed by Party A, such persons shall lose the
qualification of being in charge of any post of Party B. Under such circumstances, Party B,
Party C and Party D shall appoint other senior management personnel designated by Party A to
assume such posts.
	 
	5.	 	Party C and Party D hereby agree that they shall, concurrently with the execution this
Agreement, execute a corresponding Shareholders’ Proxy Agreement under which Party C and Party
D shall authorize and entrust Party A or a person designated by Party A to exercise any and
all shareholders’ rights of Party C and Party D to vote pursuant to provisions of laws and
Party B’s Articles of Association.
	 
	6.	 	Party B and its shareholders, Party C and Party D, hereby agree and confirm that, apart from
the agreed provisions in Article 1 herein, if Party B is in need of any other guaranty for
Party B’s performance or security for borrowing to finance its working capital, it shall first
seek guaranty or security from Party A. Under such circumstances,





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	 	 	Party A is entitled to decide whether to furnish proper guaranty or security for Party B
based on Party A’s own judgment. If Party A decides not to furnish such guaranty or
security for Party B, it shall notify Party B in writing in time, and thereafter, Party B
can seek guaranty or security from any Third Party.
	 
	7.	 	In case of the termination or expiry of any agreement between Party A and Party B, Party A is
entitled, but not obligated, to terminate all other agreements between Party A and Party B,
including but not limited to the Exclusive Technical Consultancy and Services Agreement.
	 
	8.	 	Amendments and supplements to this Agreement shall be made in writing. Such amendments and
supplements properly signed by the Parties shall constitute an integral part of this Agreement
with the same validity.
	 
	9.	 	This Agreement shall be governed by and interpreted in accordance with the PRC law,
excluding, for purposes of this Agreement, the laws of Taiwan, the Hong Kong Special
Administration Region or the Macau Special Administration Region.
	 
	10.	 	Dispute Settlement
	 
	 	 	Any dispute arising from the interpretation of or the performance of the terms and
conditions hereunder shall be settled through bona fide negotiations. If such dispute
cannot be so settled, it may be submitted by any Party to the China International
Economic and Trade Arbitration Commission and arbitrated in Beijing, China pursuant to
the current arbitration rules. The language for arbitration will be Chinese. The
arbitration award shall be accepted as final and binding upon the Parties.
	 
	11.	 	Notice
	 
	 	 	Any notice or other communication sent by any Party shall be written in Chinese, and sent
by mail or facsimile transmission to the addresses of the other Parties set forth below
or to other designated addresses previously notified by any such other Party. If any
Party changes its address, it shall notify the other Parties of such change in a timely
and effective manner. The dates on which such notices are deemed to have been effectively
given shall be determined as follows:






	 	(A)	 	Notices given by personal delivery shall be deemed effectively given on
the date of personal delivery;
	 
	 	(B)	 	Notices sent by registered airmail (postage prepaid) shall be deemed
effectively given on the seventh (7th) day after the date on which they
were mailed (as indicated by the postmark);
	 
	 	(C)	 	Notices sent by a courier recognized by the Parties shall be deemed
effectively given on the third (3rd) day after they were sent to such
courier service agency; and




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	 	(D)	 	Notices sent by facsimile transmission shall be deemed effectively given
on the first business day following the date of transmission, as indicated on the
document.






Party A: [specify]

Address: [specify]

Fax: [specify]

Tel: [specify]

Attention: [specify]





Party B: [specify]

Address: [specify]

Fax: [specify]

Tel: [specify]

Attention: [specify]





Party C: [specify]

Address: [specify]

Fax: [specify]

Tel: [specify]





Party D: [specify]

Address: [specify]

Fax: [specify]

Tel: [specify]




	12.	 	This Agreement shall come into force upon signature by authorized representatives of the
Parties hereof on the date contained at the beginning. This Agreement shall remain valid for
ten (10) years unless it is terminated in advance pursuant to the terms and conditions
hereunder. Party B, Party C and Party D hereby agree that the term of this Agreement, upon
Party A’s confirmation before termination, can be extended to a date designated in Party A’s
written confirmation.
	 
	13.	 	This Agreement shall be terminated on the expiry date unless validity of the terms and
conditions concerned herein is extended. During the term, Party B, Party C and Party D shall
not terminate this Agreement. Notwithstanding the above, Party A can terminate this Agreement
at any time by notifying Party B, Party C and Party D in writing thirty (30) days in advance.
	 
	14.	 	This Agreement shall be binding upon each Party’s successors and transferees permitted under
this Agreement in the same effect as if they were contracting parties to this Agreement.




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Party A: [specify]



Signed by
                                        
                        



Name of Authorized Representative:                     




Party B: [specify]



Signed by
                                        
                         



Name of Authorized Representative:                     




Party C: [specify]



Signed by
                                        
                         




Party D: [specify]



Signed by
                                        
                         






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