Exhibit 4.24


 


FORM OF EXCLUSIVE TECHNICAL CONSULTANCY
AND

SERVICES AGREEMENT


 


(Summary Translation)


 


This Exclusive Technical Consultancy and
Services Agreement (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].


 


WHEREAS:


 


(1)           Party
A is a wholly foreign owned enterprise registered and established on [specify date] in [specify city] and engages
in [specify business scope in business license];


 


(2)           Party
B is a domestically funded enterprise registered and established on [specify date] in [specify city] and, as approved
by [specify city] Industry and Commerce Administration, is authorized to engage in [specify business scope in business
license]; and


 


(3)           Party
A hereby agrees to provide technical consulting and related services to Party B, and Party B agrees to accept such consulting and
related services.


 


Party A and Party B are hereinafter each
referred to as a “Party” and, collectively, the “Parties.”


 


NOW,
THEREFORE, both Parties hereof through negotiations on the principle of equality agree as follows:


 


1.             Technical
Consulting and Related Services


 


1.1           During
the term of this Agreement, Party A, as a provider of technical consulting and related services, hereby agrees to provide Party
B with the technical consulting and related services specified in Schedule I under the terms and conditions contained herein.


 


1.2           Party
B hereby agrees to accept such technical consulting and related services provided by Party A. Party B further agrees that it shall
not, without the prior written consent of Party A, accept the aforesaid technical consulting and related services provided
by any third party not a Party hereto during the term of this Agreement.


 


2.             Exclusive
Rights


 


2.1           Any
and all rights, ownership interests and intellectual property rights including but not limited to copyrights, patents, technical
know-how and trade secrets, no matter whether developed by Party A, or developed by Party B based on Party A’s intellectual
property rights or services provided by Party A, shall be the exclusive property of Party A.


 






     


     


    

 


3.             Fee
for Technical Consulting and Related Services


 


3.1           Party
B hereby agrees to calculate and pay the fees for the technical consulting and related services arising hereunder (the “Consulting
and Services Fee”) pursuant to the method specified in Schedule II.


 


4.             Guaranty
for the Performance of this Agreement


 


4.1           In
order to guarantee Party B’s payment to Party A of the Consulting and Services Fee, [specify name of shareholder of Party
B] and [specify name of additional shareholder of Party B], as shareholders of Party B, are willing to pledge their
equity interests in Party B to Party A or Party A’s affiliate and to sign a separate Equity Pledge Agreement with
Party A or Party A’s affiliate.


 


5.             Effectiveness
and Term


 


5.1           This
Agreement shall come into force upon its execution on the date first written above.


 


5.2           This
Agreement shall remain valid for ten (10) years.


 


5.3           Party
B hereby agrees that the term of this agreement shall be extended automatically for another ten (10) years unless Party A sends
to Party B a written notice terminating this Agreement within six (6) months prior to the expiry date of this Agreement.


 


6.             Termination


 


6.1           This
Agreement shall terminate on the expiry date unless it is terminated in advance in accordance with Article 6.2 hereunder.


 


6.2           During
the term hereof, Party B may not terminate this Agreement prior to its expiry date unless any act of Party A constitutes a gross
negligence, a violation of law, bankruptcy or a material breach of this Agreement. Party A, however, is entitled to terminate this
Agreement at any time provided that it notifies Party B in writing thirty (30) days in advance.


 


7.             Representations
and Warranties


 


7.1           Party
A hereby represents and warrants as follows:


 


7.1.1        Party
A is a company duly registered and validly existing under the PRC law.


 


7.1.2        Party
A has taken the necessary corporate actions and any other necessary steps to acquire the authorization to execute and perform this
Agreement.


 






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7.1.3        The
execution and performance of this Agreement or observance of the terms and provisions hereof by Party A shall not:


 


(a)          violate
any law, regulation, rule, court order, judgment, finding, ban or mandate of government; or


 


(b)          be
in conflict with or contradict any term, provision, condition or prescription under any agreement, contract or document of Party
B, restrict Party B’s actions, or result in a breach of the aforesaid terms, provisions, conditions or prescriptions.


 


7.1.4        This
Agreement, upon its execution, shall be legal, valid and binding upon Party A and shall be enforceable in accordance with the terms
and conditions herein.


 


7.2           Party
B hereby represents and warrants as follows:


 


7.2.1        Party
B is a company duly registered and validly existing under the PRC law and is authorized to engage in the advertising business.


 


7.2.2        Party
B has taken the necessary corporate actions and any other necessary steps to acquire the authorization to execute and perform this
Agreement.


 


7.2.3        The
execution and performance of this Agreement and the observance of the terms and provisions hereunder by Party B shall not:


 


(a)          violate
any law, regulation, rule, court order, judgment, finding, ban or mandate of government; or


 


(b)          be
in conflict with or contradiction to any term, provision, condition or prescription under any agreement, contract or document of
Party B or restrict Party B’s actions, or result in a breach of the aforesaid terms, provisions, conditions or prescriptions.


 


7.2.4        This
Agreement, upon its execution, shall be legal, valid and binding upon Party B and shall be enforceable in accordance with the terms
and conditions herein.


 


8.             Taxation


 


8.1           All
taxes arising out of a Party’s performance of this Agreement shall be born by such Party.


 


9.             Confidentiality


 


9.1           Each
Party hereby agrees that it shall make every endeavor and take all reasonable measures to keep confidential the other Party’s
confidential materials and information (“Confidential Information”) known or acquired by such Party due to the entry
into and performance of this Agreement. Without prior written consent of the owner of the aforesaid Confidential Information, the
other Party shall not divulge, grant or transfer to any third party such Confidential Information. Upon the termination of this
Agreement, such Party shall return to the owner of such Confidential Information upon its request, or destroy any documents, materials,
software or other sources carrying such Confidential Information, delete any such Confidential Information from any memory device
and shall cease using such Confidential Information.


 






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9.2           Both
Parties hereby agree that this article shall remain valid no matter whether this Agreement is amended, cancelled or terminated.


 


10.           Indemnification


 


10.1         Each
Party shall indemnify the other Party for, and hold the other Party harmless against, any loss, damage, obligation or expense resulting
from any litigation, claim or other request to the other Party which occurs or arises out of the other Party’s performance
of its obligations under this Agreement and any of its business contracts.


 


11.           Governing
Laws and Dispute Resolution


 


11.1         The
PRC law shall govern the execution, validity, interpretation, amendment, termination and resolution of disputes arising out of
this Agreement. The PRC law referred to herein does not include the laws of Taiwan, the Hong Kong Special Administration Region
or the Macau Special Administration Region.


 


11.2         Any
dispute arising from or related to this Agreement shall be settled first through friendly negotiations. If such dispute cannot
be settled within thirty (30) days after the start of negotiations, it shall be submitted to the China International Economic and
Trade Arbitration Commission for arbitration and be arbitrated in Beijing, China in accordance with its arbitration rules when
such arbitration application was submitted. The arbitral award shall be final and binding upon all Parties. Unless otherwise decided
by the arbitration commission, arbitration fees and other expenses in relation to such arbitration shall be borne by the losing
Party.


 


12.           Force
Majeure


 


12.1         “Force
majeure” means any unforeseeable circumstance which is beyond the control of a Party, or any unavoidable event, even if foreseeable,
as a result of which such Party is unable to perform its obligations, in whole or in part, under this Agreement. Such circumstances
include, but are not limited to, any strike, factory closure, explosion, maritime peril, natural disaster, act by a public enemy,
fire, flood, accident, war, riot, insurgence or any other similar event.


 


12.2         Should
the affected Party be prevented from performing its obligations hereunder due to any force majeure event, the aforesaid obligations
shall be suspended during the continuation of such force majeure event, and the time for performing such obligations shall be extended
automatically until the force majeure event ends. The affected Party shall not be liable for its non-performance during the force
majeure event.


 


12.3         Any
Party encountering a force majeure event shall forthwith notify the other Parties in writing and supply proper evidence of the
inception of the force majeure event and its continuing period. Such Party shall make every reasonable endeavor to mitigate the
damages of such event of force majeure.


 






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12.4         If
a force majeure event occurs, the Parties shall forthwith negotiate a fair solution, and shall make any and all reasonable efforts
to minimize the effects of any event of force majeure.


 


12.5         If
the force majeure event lasts over ninety (90) days and the Parties do not reach any agreement on a just solution, any of the Parties
shall be entitled to terminate this Agreement. In case of termination of this Agreement pursuant to the aforesaid provision, none
of the Parties shall have any rights or obligations subsequent thereto, but the rights and obligations of each Party arising hereunder
before such termination shall not be affected.


 


13.           Miscellaneous
Terms


 


13.1         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


 


(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]


 






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13.2         Non-implied
Waiver. The failure of one Party to exercise its rights to investigate the breach of the other Party under a special circumstance
shall not be deemed as a waiver of such rights in other similar cases.


 


13.3         Severability.
If any provision or portion of this Agreement is determined to be invalid, illegal, or unenforceable, or in conflict with public
interests under any applicable PRC laws, the validity, legality and enforceability of the remaining provisions hereunder shall
not in any way be affected or impaired. Both Parties shall negotiate sincerely to reach an agreement to replace the invalid provision
with a provision satisfactory to both Parties.


 


13.4         Non-transfer.
Without the prior written consent of the other Party, one Party may not transfer this Agreement or any rights or obligations hereunder.


 


13.5         Counterparts.
This Agreement is made in Chinese. This Agreement and any amendment hereto may be executed in counterparts. Either Party may sign
one copy and send such copy by facsimile transmission to the other Party, but shall forthwith send the original one. All signed
documents shall constitute one agreement, which shall come into force after both Parties sign one or more documents and send them
to the other Party hereof (unless otherwise provided in the original of such documents).


 


13.6         Amendment.
This Agreement can be amended only upon execution of a written document by both Parties.


 


	 	Party A: [specify]
	 	 
	 	 
	 	Authorized Representative [specify]
	 	 
	 	Party B: [specify]
	 	 
	 	 
	 	Authorized Representative [specify]


 




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Schedule I: Content of Technical
Consulting and Related Services


 


Party A shall provide Party B with the following
consulting and related services:


 


[specify the services]


 




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Schedule II: Mode of Calculation
and Payment of the Consulting and Services Fees


 


1.             Fees
for consulting and related services to be charged by Party A from Party B shall be calculated as follows:


 


(a)           According
to the time for services provided to Party B by Party A’s technical personnel during normal working hours. The fees for services
by Party A’s employees will be calculated as the sum of the products of each person’s rate at their respective level
and the number of hours worked; and


 


(b)           Both
Parties hereby agree to negotiate separately about the charging standards of the services not contained in (1) provided by Party
A.


 


The Consulting and Services Fee to be paid
by Party B shall comprise the fees in the foregoing (1) and (2).


 


2.             Party
A shall notify Party B, prior to the fifth day of each month, with respect to the Consulting and Services Fees for the prior month,
and Party B shall, within two (2) days after receiving such notice, pay the whole amount of the aforesaid Fee to an account designated
by Party A.




 






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