EX-4.57





 Exhibit 4.57 

Termination Agreement of Current Control Contracts 

This Termination Agreement of Current Control Contracts (this “Agreement”) is made as of March 31, 2018 in Beijing, the People’s
Republic of China (the “PRC,” for purposes of this Agreement excluding Hong Kong, Macau and Taiwan) by and among: 
 Party A: Baidu
Online Network Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly formed and validly existing under the PRC laws, with its registered address at 3/F, Baidu Plaza, No. 10 Shangdi 10th Street, Haidian District, Beijing; 
 Party B: Beijing Baidu Netcom Science Technology Co., Ltd.,
a limited liability company duly formed and validly existing under the PRC laws, with its registered address at 2/F, Baidu Plaza, No. 10 Shangdi 10th Street, Haidian District, Beijing; 

Party C: Yanhong Li, a PRC citizen, ID No.        ; and 

      Hailong Xiang, a PRC citizen, ID No.    ; 

And 
 Party D: Baidu Inc., a company duly formed
and validly existing under the laws of the Cayman Islands, with its registered address at M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. 

In this Agreement, each of the Parties above are collectively referred to as the “Parties,” individually as a “Party,” and mutually as
“Other Parties.” 
 WHEREAS: 
  

	(1)	 Each of Party A, Party B and Party C has signed the documents listed in Exhibit 1 attached hereto (collectively
the “Current Control Documents”; for avoidance of any doubt, “all” and/or “any” of the Current Control Documents referenced herein are limited to the documents listed in Exhibit 1 attached hereto) prior to the
date hereof; and 


  

	(2)	 Pursuant to the terms and subject to the conditions herein, each Party agrees to terminate all of the Current
Control Documents and enter into the new control documents listed in Exhibit 2 attached hereto (the “New Control Documents”). 














 NOW, THEREFORE, the Parties agree as follows through negotiations: 

 

	1.	 Termination of Current Control Documents 



 

	1.1	 Each of Party A, Party B and Party C hereby irrevocably agrees and acknowledges that all of the Current Control
Documents shall terminate and cease to have any effect as of the date hereof. 


  

	1.2	 As of the date hereof, each of Party A, Party B and Party C shall have no right under all and/or any of the
Current Control Documents, or be required to fulfill any obligation thereunder; provided, however, that any rights exercised and obligations fulfilled by each of Party A, Party B and Party C on reliance of the Current Control Documents
shall remain valid, no Party is required to return any payment, income or interest of any kind received by it or in its actual possession on reliance of the Current Control Documents, and any amount which has become due and payable among Party A,
Party B and Party C shall be paid accordingly. 


  

	1.3	 Unless otherwise provided in Section 1.2 above, each of Party A, Party B and Party C hereby irrevocably
and unconditionally waive any dispute, claim, demand, right, obligation, liability, action, contract or cause of action of any kind or nature it had, has or may have against the Other Parties directly or indirectly in connection with or arising from
all and/or any of the Current Control Documents. 


  

	1.4	 Without prejudice to the generality of Sections 1.2 and 1.3 above, as of the date hereof, each of Party A,
Party B and Party C hereby waives any commitment, debt, claim, demand, obligation and liability of any kind or nature that such Party or any of its successors, heirs, assigns or estate executors had, has or may have against the Other Parties and
their respective current and past directors, officers, employees, counsels and agents, affiliates of the forgoing persons and the respective successors and assigns of each of the foregoing, in connection with or arising from the Current Control
Documents, including claims and cause of action at law or equity, whether initiated or not, absolute or contingent, known or unknown. 


  

	2.	 Execution of New Control Documents 



 

	2.1	 Each of the Parties agrees and acknowledges that subject to fulfilment of the terms under Article 1, each of
the Parties shall enter into the New Control Documents listed in Exhibit 2 and agree to exercise their respective rights and undertake their respective covenants, obligations and duties in accordance therewith. 















	3.	 Representations and Warranties 



 

	3.1	 Mutual Representations and Warranties. Each of the Parties represents and warrants to the Other Parties
that: 


 (1) it has full legal rights, powers and authorities to execute this Agreement and all contracts and documents
referenced herein to which it is a party, and execution of this Agreement represents expression of its genuine intent; 
 (2) none of its
execution and performance of this Agreement will constitute breach of any organizational document to which it is a party or by which it is bound, any agreement executed or permit obtained by it, or result in its breach of or requirement for it to
obtain any judgment, ruling, order or consent issued by a court, government authority or regulatory body; and 
 (3) it has obtained all
consents, approvals and authorizations necessary for its valid execution of this Agreement, all contracts and documents referenced herein to which it is a party, and for its compliance with and performance of its obligations hereunder and
thereunder. 
  

	4.	 Covenants 


  

	4.1	 In order to duly terminate the rights and obligations under the Current Control Documents, each Party shall
execute all documents and take all actions that are necessary or advisable, provide active support for the Other Parties in obtaining relevant government approvals and/or registration documents and effecting relevant termination procedures.



  

	5.	 Termination 


  

	5.1	 Except for the circumstances expressly provided herein, the Parties agree to terminate this Agreement:



 (1) by all of the Parties through negotiation, and all expenses and losses incurred therefrom shall be borne
respectively by the incurring Party; or 
 (2) by the non-defaulting Party if the intent of this
Agreement is incapable of fulfilment due to a Party’s breach of its obligations hereunder. 
  

	6.	 Breach Liabilities and Indemnification 



 

	6.1	 Any Party shall be deemed in breach of this Agreement if it breaches or fails to perform any of its
representations, warranties, covenants, obligations and liabilities set forth herein. 















	6.2	 Unless otherwise expressly agreed herein, any Party in breach of this Agreement shall indemnify the non-defaulting Party for any cost, liability or any loss (including without limitation any interest accrued therefrom and legal fees) incurred by the non-defaulting Party. The
total amount of indemnity payable by the defaulting Party to the non-defaulting Party shall be the loss arising from such breach. 



 

	7.	 Governing Law and Dispute Resolution 



 

	7.1	 The formation of this Agreement and its validity, interpretation, performance and resolution of any dispute
arising from this Agreement shall be governed by and construed in accordance with the laws of the PRC. 


  

	7.2	 All disputes arising from the performance of this Agreement or in connection with this Agreement shall be
resolved by the Parties through negotiations in good faith. 


  

	7.3	 Any Party may submit any dispute arising from this Agreement to China International Economic and Trade
Arbitration Commission (CIETAC) for arbitration in Beijing in accordance with its arbitration rules and procedures then in effect. The arbitral tribunal shall consist of three arbitrators appointed in accordance with the arbitration rules, with one
arbitrator appointed by the claimant, one arbitrator by the respondent and the third arbitrator by the two appointed arbitrators after consultation or by the CIETAC. The arbitration shall proceed on confidential basis in Chinese. The arbitral award
shall be final and binding upon all Parties. 


  

	7.4	 During the arbitration, except the matters under dispute and pending arbitration, each Party shall continue to
exercise its other rights and fulfill its other obligations hereunder. 


  

	8.	 Confidentiality 



 

	8.1	 The Parties shall be obliged to keep confidential this Agreement and matters relating to this Agreement, and
none of the Parties may disclose any matter relating hereto to a third party other than the Parties hereto without the written consent of the Other Parties, except for any disclosure: 



(1) to the auditor, legal advisor and any other person engaged by it in the ordinary course of business, provided that such person shall be
obliged to keep in confidence any information relating to this Agreement acquired by it during such engagement; and 
 (2) which could be
otherwise accessible by the public, or is expressly required by law, regulation or relevant stock exchange authority. 
  

	9.	 Miscellaneous 



 

	9.1	 This Agreement shall become effective upon signature of all of the Parties. 















	9.2	 The Parties may amend or modify this Agreement through negotiations. Any such amendment or modification shall
be made in writing and become effective upon signature of all of the Parties. 


  

	9.3	 If any provision hereof be held invalid or unenforceable, such provision shall be deemed to have never existed
herein and have no effect upon validity of the remainder of this Agreement, and the Parties shall negotiate to provide for a new provision to the extent permissible by law to ensure that the intent of the original provision be realized to the
maximum extent. 


  

	9.4	 Unless otherwise provided herein, no failure or delay in exercising any right, power or privilege hereunder by
a Party shall operate as its waiver of such right, power or privilege, nor shall single or partial exercise of such right, power or privilege preclude the exercise of any other right, power and privilege. 



 

	9.5	 This Agreement is made in five originals with one thereof for each Party, and each of the originals shall be
equally binding. 


 (No text below, Signatures to follow) 












 IN WITNESS WHEREOF, each Party has executed or caused this Termination Agreement of Current Control
Contracts to be executed by its authorized representative on its behalf as of the date first written above with immediate effect. 
 Party A: 

 

			
	Baidu Online Network Technology (Beijing) Co., Ltd. (seal)
		
	Signature:	 	 /s/ Hailong Xiang

	Name:	 	
	Title: Legal Representative
	
	Party B:
	
	Beijing Baidu Netcom Science Technology Co., Ltd. (seal)
		
	Signature:	 	 /s/ Zhixiang Liang

	Name:	 	
	Title: Legal Representative
	
	Party C:
	
	Yanhong Li
		
	Signature:	 	 /s/ Yanhong Li

	
	Xianghai Long
		
	Signature:	 	 /s/ Xianghai Long

	
	Party D:
	
	Baidu, Inc.
		
	Signature:	 	 /s/ Yanhong Li

	Name:	 	
	Title: Director













 Exhibit 1 

List of Current Control Documents 
  

							
	 No.
	  	 Document Name
	  	 Signed by
	  	 Signed on

	1	  	Amended and Restated Exclusive Equity Purchase and Transfer Option Agreement	  	Baidu Online Network Technology (Beijing) Co., Ltd.; Yanhong Li; and Beijing Baidu Netcom Science Technology Co., Ltd.	  	January 18, 2017
				
	2	  	Proxy Agreement	  	Baidu Online Network Technology (Beijing) Co., Ltd.; Yanhong Li; and Hailong Xiang	  	June 13, 2016
				
	3	  	Amended and Restated Loan Agreement	  	Baidu Online Network Technology (Beijing) Co., Ltd. and Yanhong Li	  	January 18, 2017
				
	4	  	Power of Attorney	  	Yanhong Li	  	June 13, 2016
				
	5	  	Amended and Restated Exclusive Equity Purchase and Transfer Option Agreement	  	Baidu Online Network Technology (Beijing) Co., Ltd.; Hailong Xiang; and Beijing Baidu Netcom Science Technology Co., Ltd.	  	January 18, 2017
				
	6	  	Amended and Restated Loan Agreement	  	Baidu Online Network Technology (Beijing) Co., Ltd. and Hailong Xiang	  	January 18, 2017
				
	7	  	Power of Attorney	  	Hailong Xiang	  	June 13, 2016













 Exhibit 2 

List of New Control Documents 
  

					
	 No.
	  	 Document Name
	  	 To be signed by

	1	  	Exclusive Equity Purchase and Transfer Option Agreement	  	Baidu, Inc.; Baidu Online Network Technology (Beijing) Co., Ltd.; Yanhong Li; and Beijing Baidu Netcom Science Technology Co., Ltd.
			
	2	  	Loan Agreement	  	Baidu Online Network Technology (Beijing) Co., Ltd. and Yanhong Li
			
	3	  	Proxy Agreement	  	Baidu, Inc. and Yanhong Li
			
	4	  	Power of Attorney	  	Yanhong Li
			
	5	  	Exclusive Equity Purchase and Transfer Option Agreement	  	Baidu, Inc.; Baidu Online Network Technology (Beijing) Co., Ltd.; Hailong Xiang; and Beijing Baidu Netcom Science Technology Co., Ltd.
			
	6	  	Loan Agreement	  	Baidu Online Network Technology (Beijing) Co., Ltd. and Hailong Xiang
			
	7	  	Proxy Agreement	  	Baidu, Inc. and Hailong Xiang
			
	8	  	Power of Attorney	  	Hailong Xiang