Exhibit 10.4


 


INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (“Agreement”)
is entered into as of the               
day of                                   by and between ChinaCache International Holdings Ltd., an international
business company incorporated in the Cayman Islands (the “Company”) and                            (“Indemnitee”).


 


RECITALS


 


A.                                   The Company and Indemnitee recognize the continued difficulty in
obtaining liability insurance for its directors, officers, employees, agents and
fiduciaries, the significant increases in the cost of such insurance and the
general reductions in the coverage of such insurance.


 


B.                                     The Company and Indemnitee further recognize the substantial increase in
corporate litigation in general, subjecting directors, officers, employees,
agents and fiduciaries to expensive litigation risks at the same time as the
availability and coverage of liability insurance has been severely limited.


 


C.                                     Indemnitee does not regard the current protection available as adequate
under the present circumstances, and Indemnitee and other directors, officers,
employees, agents and fiduciaries of the Company may not be willing to continue
to serve in such capacities without additional protection.


 


D.                                    The Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve the Company and, in part,
in order to induce Indemnitee to continue to provide services to the Company,
wishes to provide for the indemnification and advancing of expenses to
Indemnitee to the maximum extent permitted by law.


 


E.                                      In view of the considerations set forth above, the Company desires that
Indemnitee be indemnified by the Company as set forth herein.


 


NOW, THEREFORE, the Company
and Indemnitee hereby agree as follows:


 


1.                                       Indemnification.


 


(a)                                  Indemnification of
Expenses.  The Company shall indemnify to
the fullest extent permitted by law if Indemnitee was or is or becomes a party
to or witness or other participant in, or are threatened to be made a party to
or witness or other participant in, any threatened, pending or completed
action, suit, proceeding or alternative dispute resolution mechanism, or any
hearing, inquiry or investigation that Indemnitee in good faith believe might
lead to the institution of any such action, suit, proceeding or alternative
dispute resolution mechanism, whether civil, criminal, 


 


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administrative, investigative or other (hereinafter
a “Claim”)
by reason of (or arising in part out of) any event or occurrence related to the
fact that Indemnitee is or was a director, officer, employee, agent or
fiduciary of the Company, or any subsidiary of the Company, or is or was
serving at the request of the Company as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action or inaction on the part of Indemnitee
while serving in such capacity (hereinafter an “Indemnifiable Event”) against any and
all expenses (including attorneys’ fees and all other costs, expenses and
obligations incurred in connection with investigating, defending, being a
witness in or participating in (including on appeal), or preparing to defend,
be a witness in or participate in, any such action, suit, proceeding,
alternative dispute resolution mechanism, hearing, inquiry or investigation),
judgments, fines, penalties and amounts paid in settlement (if such settlement
is approved in advance by the Company, which approval shall not be unreasonably
withheld) of such Claim and any federal, state, local or foreign taxes imposed
on Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement (collectively, hereinafter “Expenses”), including all interest, assessments
and other charges paid or payable in connection with or in respect of such
Expenses. Such payment of Expenses shall be made by the Company as soon as
practicable but in any event no later than twenty days after written demand by
Indemnitee therefor is presented to the Company.


 


(b)                                 Reviewing Party. 
Notwithstanding the foregoing, (i) the obligations of the Company
under Section 1(a) shall be subject to the condition that the
Reviewing Party (as described in Section 10(e) hereof) shall not have
determined (in a written opinion, in any case in which the Independent Legal
Counsel referred to in Section 1(c) hereof is involved) that
Indemnitee would not be permitted to be indemnified under applicable law, and
(ii) the obligation of the Company to make an advance payment of Expenses
to Indemnitee pursuant to Section 2(a) (an “Expense Advance”)
shall be subject to the condition that, if, when and to the extent that the
Reviewing Party determines that Indemnitee would not be permitted to be so
indemnified under applicable law, the Company shall be entitled to be
reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all
such amounts theretofore paid; provided, however, that if Indemnitee has
commenced or thereafter commences legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee should be indemnified
under applicable law, any determination made by the Reviewing Party that
Indemnitee would not be permitted to be indemnified under applicable law shall not
be binding and Indemnitee shall not be required to reimburse the Company for
any Expense Advance until a final judicial determination is made with respect
thereto (as to which all rights of appeal therefrom have been exhausted or
lapsed).  The Indemnitee’s obligation to
reimburse the Company for any Expense Advance shall be unsecured and no
interest shall be charged thereon.  If
there has not been a Change in Control (as defined in Section 10(c) hereof),
the Reviewing Party shall be selected by the Board of Directors, 


 


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and if there has been such a Change in Control
(other than a Change in Control which has been approved by a majority of the
Company’s Board of Directors who were directors immediately prior to such
Change in Control), the Reviewing Party shall be the Independent Legal Counsel
referred to in Section 1(c) hereof. 
If there has been no determination by the Reviewing Party or if the
Reviewing Party determines that Indemnitee substantively would not be permitted
to be indemnified in whole or in part under applicable law, Indemnitee
shall have the right to commence litigation seeking an initial determination by
the court or challenging any such determination by the Reviewing Party or any
aspect thereof, including the legal or factual bases therefor, and the Company
hereby consents to service of process and to appear in any such
proceeding.  Any determination by the
Reviewing Party otherwise shall be conclusive and binding on the Company and
Indemnitee.


 


(c)                                  Change in Control. 
The Company agrees that if there is a Change in Control of the Company
(other than a Change in Control which has been approved by a majority of the
Company’s Board of Directors who were directors immediately prior to such Change
in Control) then, with respect to all matters thereafter arising concerning the
rights of Indemnitee to payments of Expenses and Expense Advances under this
Agreement or any other agreement or under the Company’s Certificate of
Incorporation or Memorandum and Articles of Association as now or hereafter in
effect, Independent Legal Counsel (as defined in Section 10(d) hereof)
shall be selected by Indemnitee and approved by the Company (which approval
shall not be unreasonably withheld). 
Such counsel, among other things, shall render its written opinion to
the Company and Indemnitee as to whether and to what extent Indemnitee would be
permitted to be indemnified under applicable law and the Company agrees to
abide by such opinion.  The Company
agrees to pay the reasonable fees of the Independent Legal Counsel referred to
above and to fully indemnify such counsel against any and all expenses
(including attorneys’ fees), claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.


 


(d)                                 Mandatory Payment of
Expenses.  Notwithstanding any other
provision of this Agreement other than Section 9 hereof, to the extent
that Indemnitee has been successful on the merits or otherwise, including,
without limitation, the dismissal of an action without prejudice, in defense of
any action, suit, proceeding, inquiry or investigation referred to in Section (1)(a) hereof
or in the defense of any claim, issue or matter therein, Indemnitee shall
be indemnified against all Expenses incurred by Indemnitee in connection
therewith.


 


2.                                       Expenses; Indemnification
Procedure.


 


(a)                                  Advancement of Expenses. 
The Company shall advance all Expenses incurred by Indemnitee.  The advances to be made hereunder shall be
paid by the 


 


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Company to Indemnitee as soon as practicable but in
any event no later than 30 days after written demand by Indemnitee therefor to
the Company.


 


(b)                                 Notice/Cooperation by
Indemnitee.  Indemnitee shall, as a
condition precedent to Indemnitee’s right to be indemnified under this
Agreement, give the Company notice in writing as soon as practicable of any
Claim made against Indemnitee for which indemnification will or could be sought
under this Agreement.  Notice to the Company
shall be directed to the Chief Executive Officer of the Company at the address
shown on the signature page of this Agreement (or such other address as
the Company shall designate in writing to Indemnitee).  In addition, Indemnitee shall give the
Company such information and cooperation as it may reasonably require and as
shall be within Indemnitee’s power.


 


(c)                                  No Presumptions; Burden
of Proof.  For purposes of this Agreement,
the termination of any Claim by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall
not create a presumption that Indemnitee did not meet any particular standard
of conduct or have any particular belief or that a court has determined that indemnification
is not permitted by applicable law.  In
addition, neither the failure of the Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by the
Reviewing Party that Indemnitee has not met such standard of conduct or did not
have such belief, prior to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under
applicable law, shall be a defense to Indemnitee’s claim or create a
presumption that Indemnitee has not met any particular standard of conduct or
did not have any particular belief.  In
connection with any determination by the Reviewing Party or otherwise as to
whether Indemnitee is entitled to be indemnified hereunder, the burden of proof
shall be on the Company to establish that Indemnitee is not so entitled.


 


(d)                                 Notice to Insurers. 
If, at the time of the receipt by the Company of a notice of a Claim
pursuant to Section 2(b) hereof, the Company has liability insurance
in effect which may cover such Claim, the Company shall give prompt notice of
the commencement of such Claim to the insurers in accordance with the
procedures set forth in the respective policies.  The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of
Indemnitee, all amounts payable as a result of such action, suit, proceeding,
inquiry or investigation in accordance with the terms of such policies.


 


(e)                                  Selection of Counsel.  In
the event the Company shall be obligated hereunder to pay the Expenses of any
Claim, the Company shall be entitled to assume the defense of such Claim with
counsel approved by Indemnitee, which approval shall 


 


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not be unreasonably withheld, upon the delivery to
Indemnitee of written notice of its election so to do.  After delivery of such notice, approval of
such counsel by Indemnitee and the retention of such counsel by the Company,
the Company will not be liable to Indemnitee under this Agreement for any fees
of counsel subsequently incurred by Indemnitee with respect to the same Claim;
provided that, (i) Indemnitee shall have the right to employ Indemnitee’s
counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the
employment of counsel by Indemnitee has been previously authorized by the
Company, (B) Indemnitee shall have reasonably concluded that there is a
conflict of interest between the Company and Indemnitee in the conduct of any
such defense, or (C) the Company shall not continue to retain such counsel
to defend such Claim, then the fees and expenses of Indemnitee’s counsel shall
be at the expense of the Company.  The
Company shall have the right to conduct such defense as it sees fit in its sole
discretion, including the right to settle any claim against Indemnitee without
the consent of the Indemnitee.


 


3.                                       Additional
Indemnification Rights; Non-Exclusivity.


 


(a)                                  Scope. 
The Company hereby agrees to indemnify Indemnitee to the fullest extent
permitted by law, notwithstanding that such indemnification is not specifically
authorized by the other provisions of this Agreement, the Company’s Certificate
of Incorporation, the Company’s Memorandum and Articles of Association or by
statute.  In the event of any change
after the date of this Agreement in any applicable law, statute or rule which
expands the right of a British Virgin Islands corporation to indemnify a member
of its Board of Directors or an officer, employee, agent or fiduciary, it is
the intent of the parties hereto that Indemnitee shall enjoy by this Agreement
the greater benefits afforded by such change. 
In the event of any change in any applicable law, statute or rule which
narrows the right of a British Virgin Islands corporation to indemnify a member
of its Board of Directors or an officer, employee, agent or fiduciary, such
change, to the extent not otherwise required by such law, statute or rule to
be applied to this Agreement, shall have no effect on this Agreement or the
parties’ rights and obligations hereunder except as set forth in Section 8(a) hereof.


 


(b)                                 Non-exclusivity. 
The indemnification provided by this Agreement shall be in addition to
any rights to which Indemnitee may be entitled under the Company’s Certificate
of Incorporation, its Memorandum and Articles of Association, any agreement,
any vote of stockholders or disinterested directors, the  laws of the Hong Kong Special
Administrative Region, or otherwise.  The
indemnification provided under this Agreement shall continue as to Indemnitee
for any action Indemnitee took or did not take while serving in an indemnified
capacity even though Indemnitee may have ceased to serve in such capacity.


 


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4.                                       No Duplication of Payments.  The Company shall not be liable
under this Agreement to make any payment in connection with any Claim made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any insurance policy, Certificate of Incorporation, Memorandum and
Articles of Association or otherwise) of the amounts otherwise indemnifiable
hereunder.


 


5.                                       Partial Indemnification.  If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of Expenses incurred
in connection with any Claim, but not, however, for all of the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for the portion of
such Expenses to which Indemnitee is entitled.


 


6.                                       Mutual Acknowledgment.  Both the Company and Indemnitee acknowledge
that in certain instances, Federal law or applicable public policy may prohibit
the Company from indemnifying its directors, officers, employees, agents or
fiduciaries under this Agreement or otherwise. 
Indemnitee understands and acknowledges that if the Company is subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”), the Company may be required to undertake with the
Securities and Exchange Commission to submit the question of indemnification to
a court in certain circumstances for a determination of the Company’s right
under public policy to indemnify Indemnitee.


 


7.                                       Liability Insurance.  The Company shall, from time to time, make the good faith determination whether or
not it is practicable for the Company to obtain and maintain a policy or
policies of insurance with reputable insurance companies providing the officers
and directors of the Company with coverage for losses from wrongful acts, or to
ensure the Company’s performance of its indemnification obligations under this
Agreement.  Among other considerations,
the Company will weigh the costs of obtaining such insurance coverage against
the protection afforded by such coverage. 
In all policies of directors’ and officers’ liability insurance, Indemnitee
shall be named as an insured in such a manner as to provide Indemnitee the same
rights and benefits as are accorded to the most favorably insured of the
Company’s directors, if Indemnitee is a director; or of the Company’s officers,
if Indemnitee is not a director of the Company but is an officer; or of the
Company’s key employees, if Indemnitee is not an officer or director but is a
key employee.


 


8.                                       Exceptions.
 Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:


 


(a)                                  Excluded Action or
Omissions.  To indemnify Indemnitee for
Expenses resulting from acts, omissions or transactions for which Indemnitee is
prohibited from receiving indemnification under this Agreement or applicable
law;


 


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(b)                                 Claims Initiated by
Indemnitee.  To indemnify or advance
expenses to Indemnitee with respect to Claims initiated or brought voluntarily
by Indemnitee and not by way of defense, except (i) with respect to
actions or proceedings brought to establish or enforce a right to
indemnification under this Agreement or any other agreement or insurance policy
or under the Company’s Certificate of Incorporation or Memorandum and Articles
of Association now or hereafter in effect relating to Claims for Indemnifiable
Events, (ii) in specific cases if the Board of Directors has approved the
initiation or bringing of such Claim;


 


(c)                                  Lack of Good Faith.  To
indemnify Indemnitee for any expenses incurred by Indemnitee with respect to
any proceeding instituted by Indemnitee to enforce or interpret this Agreement,
if a court of competent jurisdiction determines that each of the material
assertions made by Indemnitee in such proceeding was not made in good faith or
was frivolous; or


 


(d)                                 Claims Under Section 16(b).  To
indemnify Indemnitee for expenses and the payment of profits arising from the
purchase and sale by Indemnitee of securities in violation of Section 16(b) of
the Exchange Act, or any similar successor statute if the Company is subject to
the informational requirements of the Exchange Act.


 


9.                                       Construction of Certain
Phrases.


 


(a)                                  For purposes of this Agreement, references
to the “Company” shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
employees, agents or fiduciaries, so that if Indemnitee is or was a director,
officer, employee, agent or fiduciary of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee, agent or fiduciary of another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise, Indemnitee
shall stand in the same position under the provisions of this Agreement with
respect to the resulting or surviving corporation as Indemnitee would have with
respect to such constituent corporation if its separate existence had
continued.


 


(b)                                 For purposes of this Agreement, references
to “other enterprises” shall include employee benefit plans; references to
“fines” shall include any excise taxes assessed on Indemnitee with respect to
an employee benefit plan; and references to “serving at the request of the
Company” shall include any service as a director, officer, employee, agent or
fiduciary of the Company which imposes duties on, or involves services by, such
director, officer, employee, agent or fiduciary with respect to an


 


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employee benefit plan, its participants or its
beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan, Indemnitee shall be deemed to have acted in a
manner “not opposed to the best interests of the Company” as referred to in
this Agreement.


 


(c)                                  For purposes of this Agreement a “Change in
Control” shall be deemed to have occurred if, on or after the date of this
Agreement, (i) any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company acting in such
capacity or a corporation owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their ownership of stock
of the Company, becomes the “beneficial owner” (as defined in Rule 13d3
under the Exchange Act), directly or indirectly, of securities of the Company
representing more than 50% of the total voting power represented by the
Company’s then outstanding Voting Securities, (ii) during any period of
two consecutive years, individuals who at the beginning of such period
constitute the Board of Directors of the Company and any new director whose
election by the Board of Directors or nomination for election by the Company’s
stockholders was approved by a vote of at least two thirds (2/3) of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof, or (iii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation other than a merger or consolidation which would
result in the Voting Securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into Voting Securities of the surviving entity) at least 80% of the
total voting power represented by the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of (in one
transaction or a series of related transactions) all or substantially all of
the Company’s assets.


 


(d)                                 For purposes of this Agreement,
“Independent Legal Counsel” shall mean an attorney or firm of attorneys,
selected in accordance with the provisions of Section 1(c) hereof,
who shall not have otherwise performed services for the Company or Indemnitee
within the last three years (other than with respect to matters concerning the
rights of Indemnitee under this Agreement, or of other indemnitees under
similar indemnity agreements).


 


(e)                                  For purposes of this Agreement, a
“Reviewing Party” shall mean any appropriate person or body consisting of a
member or members of the Company’s 


 


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Board of Directors or any other person or body
appointed by the Board of Directors who is not a party to the particular Claim
for which Indemnitee are seeking indemnification, or Independent Legal Counsel.


 


(f)                                    For purposes of this Agreement, “Voting
Securities” shall mean any securities of the Company that vote generally in the
election of directors.


 


10.                                 Counterparts.  This Agreement may be executed in one or more counterparts, each of which
shall constitute an original.


 


11.                                 Binding Effect;
Successors and Assigns.  This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the parties hereto and
their respective successors, assigns, including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs,
and personal and legal representatives. 
The Company shall require and cause any successor (whether direct or
indirect by purchase, merger, consolidation or otherwise) to all, substantially
all, or a substantial part, of the business and/or assets of the Company, by
written agreement in form and substance satisfactory to Indemnitee, expressly
to assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform if no such succession
had taken place.  This Agreement shall
continue in effect with respect to Claims relating to Indemnifiable Events
regardless of whether Indemnitee continues to serve as a director, officer,
employee, agent or fiduciary of the Company or of any other enterprise at the
Company’s request.


 


12.                                 Attorneys’ Fees.  In
the event that any action is instituted by Indemnitee under this Agreement or
under any liability insurance policies maintained by the Company to enforce or
interpret any of the terms hereof or thereof, Indemnitee shall be entitled
to be paid all Expenses incurred by Indemnitee with respect to such action,
regardless of whether Indemnitee is ultimately successful in such action, and
shall be entitled to the advancement of Expenses with respect to such action,
unless, as a part of such action, a court of competent jurisdiction over such
action determines that each of the material assertions made by Indemnitee as a
basis for such action was not made in good faith or was frivolous.  In the event of an action instituted by or in
the name of the Company under this Agreement to enforce or interpret any of the
terms of this Agreement, Indemnitee shall be entitled to be paid all
Expenses incurred by Indemnitee in defense of such action (including costs and
expenses incurred with respect to Indemnitee’s counterclaims and cross-claims
made in such action), and shall be entitled to the advancement of Expenses with
respect to such action, unless, as a part of such action, a court having
jurisdiction over such action determines that each of Indemnitee’s material
defenses to such action was made in bad faith or was frivolous.


 


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13.                                 Notice.  All notices and other communications required
or permitted hereunder shall be in writing, shall be effective when given, and
shall in any event be deemed to be given (a) five (5) days after
deposit with the U.S. Postal Service or other applicable postal service, if delivered by
first class mail, postage prepaid, (b) upon delivery, if delivered by
hand, (c) one business day after the business day of deposit with Federal
Express or similar overnight courier, freight prepaid, or (d) one day after
the business day of delivery by facsimile transmission, if delivered by
facsimile transmission, with copy by first class mail, postage prepaid, and
shall be addressed if to Indemnitee, at the Indemnitee’s address as set forth
beneath Indemnitee’s signature to this Agreement and if to the Company at the
address of its principal corporate offices (attention: Secretary) or at such
other address as such party may designate by ten days’ advance written notice
to the other party hereto.


 


14.                                 Consent to Jurisdiction.  The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the Hong Kong Special
Administrative Region for all purposes in connection with any action or
proceeding which arises out of or relates to this Agreement and agree that any action
instituted under this Agreement shall be commenced, prosecuted and continued
only in Hong Kong Special Administrative Region
which shall be the exclusive and only proper forum for adjudicating such a claim.


 


15.                                 Severability.  The
provisions of this Agreement shall be severable in the event that any of the
provisions hereof (including any provision within a single section, paragraph
or sentence) are held by a court of competent jurisdiction to be invalid, void
or otherwise unenforceable, and the remaining provisions shall remain
enforceable to the fullest extent permitted by law.  Furthermore, to the fullest extent possible,
the provisions of this Agreement (including, without limitations, each portion
of this Agreement containing any provision held to be invalid, void or
otherwise unenforceable, that is not itself invalid, void or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.


 


16.                                 Choice of Law.  This Agreement shall be governed by and its
provisions construed and enforced in accordance with the laws of the Hong Kong
Special Administrative Region.


 


17.                                 Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee who shall
execute all documents required and shall do all acts that may be necessary to
secure such rights and to enable the Company effectively to bring suit to
enforce such rights.


 


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18.                                 Amendment and Termination.  No amendment, modification,
termination or cancellation of this Agreement shall be effective unless it is
in writing signed by both the parties hereto. 
No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.


 


19.                                 Integration and Entire Agreement.  This Agreement sets forth the
entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations,
commitments, understandings and agreements relating to the subject matter
hereof between the parties hereto.


 


20.                                 No Construction as Employment Agreement.  Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained in the
employ of the Company or any of its subsidiaries.


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written.


 


 


	
  ChinaCache International
  Holdings Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED TO AND ACCEPTED BY:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Signature of Indemnitee)

  	
   

  
	
   

  	
   

  
	
  (Type Name)

  	
   

  
	
  Address: