Exhibit 4.28






Exhibit 4.28




AGREEMENT




This AGREEMENT (the “Agreement”) is entered into as of April 7, 2009 by and among
eLong, Inc., an exempted limited liability company organized under the laws of the Cayman Islands
(the “Company”), eLongNet Information Technology (Beijing) Co., Ltd., a company organized
under the laws of the People’s Republic of China (the “eLongNet”), Expedia, Inc., a
company organized under the laws of the State of Washington, USA (“Expedia”), and Expedia
Asia Pacific-Alpha Limited, an exempted limited liability company organized under the laws of the
Cayman Islands (“Expedia Asia Pacific-Alpha”).



RECITALS




WHEREAS, the Company, eLongNet, eLongNet Hi-Tech (Beijing) Co., Ltd. (“Hi-Tech” and,
together with the Company, eLongNet and any successors or assigns of any of the foregoing, the
“eLong Parties”), IACT Asia Pacific Limited, an exempted limited liability company
organized under the laws of the Cayman Islands (“IACT Asia Pacific”), and
IAC/InterActiveCorp, a company organized under the laws of the State of Delaware, USA
(“IAC”), entered into a Transaction Agreement (the “Transaction Agreement”) on July
22, 2004;



WHEREAS, IACT Asia Pacific changed its name to Expedia Asia Pacific-Alpha Limited
(“Expedia Asia Pacific-Alpha”), and IAC assigned its interest in the Transaction Agreement
to Expedia;



WHEREAS, Beijing eLong Information Technology Co., Ltd., an affiliate of the Company, holds a
license for internet content provision services, and Hi-Tech has been dissolved; and



WHEREAS, Section 5.10 (the “Non-Compete Covenant”) of the Transaction Agreement,
subject to certain exceptions, prohibits Expedia and Expedia Asia Pacific-Alpha, directly or
indirectly (including without limitation through its affiliates or subsidiaries (as the case may
be) Expedia.com and Hotels.com), from owning, managing, operating, financing, joining, or
controlling, or participating in the ownership, management, operation, financing or control of, or
being associated as a director, partner, lender, investor or representative in connection with, any
entity or business which operates a travel service in the People’s Republic of China (excluding
Hong Kong, Macau and Taiwan, the “PRC”) or which markets travel services to PRC residents
until such time as certain conditions are met, which, as of the date hereof, have not been met.


 


 









 





NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby covenant and agree as follows:




1. Non-Compete Covenant; TripAdvisorChina.



Each of the eLong Parties hereby waives any rights which any of the eLong Parties may possess
under the Non-Compete Covenant with respect to the TripAdvisorChina Business. For the avoidance of
doubt, neither TripAdvisor LLC nor any of its subsidiaries (collectively, “TripAdvisor”)
shall be restricted from, directly or indirectly, entering into or participating in commercial
agreements with any entity or business that operates a travel service in the PRC or that markets
travel services to PRC residents, provided that such participation or agreement is in the ordinary
course of the TripAdvisorChina Business.



“TripAdvisorChina Business” means the online travel search engine and directory
business (including, without limitation, the aggregation of traveler opinions and articles, the
provision of links to travel partners through which travelers can make related travel
arrangements), as currently conducted by TripAdvisor in the United States and elsewhere, including
through its Chinese-language website (www.daodao.com) (or any Chinese language successor or
replacement thereof owned directly or indirectly by Expedia), with reasonable extensions thereof
(including the acquisition, directly or indirectly, of a similar business); provided that the
“TripAdvisorChina Business” shall not be deemed to include the ability to directly reserve, book or
purchase hotel accommodations in the PRC or plane tickets arriving or departing from the PRC on
www.daodao.com (or successor website or interactive platform).



Each of Expedia and Expedia Asia Pacific-Alpha does not believe that any of the eLong Parties
possess any rights under the Non-Compete Covenant with respect to the TripAdvisorChina Business.




2. TripAdvisor Negotiations



Expedia shall engage, or shall cause TripAdvisor to engage, in good faith negotiations with
the Company with respect to preferred commercial terms for the Company’s participation on
TripAdvisor’s website www.daodao.com.




3. Effectiveness of Prior Agreements.



Except as modified by the terms of Section 1 of this Agreement, the Transaction Agreement and
other agreements entered into by the parties remain in full force and effect in accordance with
their terms.




4. Miscellaneous.



The parties hereto agree that the provisions of Section 8 (Miscellaneous) of the Transaction
Agreement, other than Section 8.10 thereof, shall apply to this Agreement and that such provisions
are incorporated herein by reference.



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



	 	 	 	 	 	 	 	 	 	 	 
	ELONG, INC.	 	 	 	EXPEDIA, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Guangfu Cui
 

	 	 
	 	By:
	 	/s/ Burke F. Norton
 

	 	 
	 

	 	Name: Guangfu Cui
	 	 	 	 	 	Name: Burke F. Norton	 	 
	 

	 	Title: CEO
	 	 	 	 	 	Title: EVP, General Counsel	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ELONGNET INFORMATION TECHNOLOGY
(BEIJING) CO., LTD.	 	 	 	EXPEDIA ASIA PACIFIC-ALPHA LIMITED	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Guangfu Cui
 

	 	 
	 	By:
	 	 /s/ Burke F. Norton
 

	 	 
	 

	 	Name: Guangfu Cui
	 	 	 	 	 	Name: Burke F. Norton	 	 
	 

	 	Title: Director
	 	 	 	 	 	Title: Director and Secretary