exv4w50






Exhibit 4.50




EXECUTION VERSION




CONFIDENTIAL




DOMAIN NAME AND CONTENT LICENSE AGREEMENT




     This Domain Name and Content License Agreement (the “Agreement”) is made and entered
into, by and between Beijing SINA Internet Information Service Co., Ltd.
, a limited liability company organized under the laws of the People’s
Republic of China (hereinafter “Licensor”) and Beijing Yisheng Leju Information Services
Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China
(“Licensee” and together with Licensor, the “Parties” and each a “Party”)
and is made effective as of the Effective Date (defined below).



RECITALS




          WHEREAS, SINA Corporation, a company organized under the laws of the Cayman Islands
(“SINA”), and CRIC Holdings Limited, a company organized under the laws of the Cayman
Islands (“CRIC”), entered into that certain Share Purchase Agreement dated July 23, 2009
(the “Share Purchase Agreement”), pursuant to which SINA subscribes from CRIC the
Subscription Shares (as defined in the Share Purchase Agreement);




          WHEREAS, Licensor is the registrant of certain domain names as more particularly described
below that are related to the Business which it desires to license to Licensee and Licensee desires
to obtain a license from Licensor to such domain names to use in connection with its operation of
the Business on the terms and conditions set forth herein; and




          WHEREAS, Licensor and Shanghai SINA Leju Information Technology Co. Ltd. (“SINA Leju”)
entered into that certain Domain Name License Agreement dated May 8, 2008 (the “Original
Agreement”) and (i) Licensor and SINA Leju desire to terminate the Original Agreement pursuant
to the Mutual Termination Agreement attached hereto as Exhibit B and (ii) Licensee and
Licensor desire to enter into this Agreement, on or prior to the consummation of the transactions
contemplated by the Share Purchase Agreement.




          NOW, THEREFORE, for
and in consideration of the mutual covenants and agreement of the Parties
and the faithful performance thereof, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:




ARTICLE I

DEFINITIONS




          As used herein, the following terms shall have the meanings ascribed to them below.




          “Action” has the meaning set forth in Section 8.1.




          “Affiliate” means, when used with respect to any specified Person, a Person that
directly or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, such specified Person. For the purposes of this definition, “control”
(including the terms “controlled by” and “under common control with”) with respect to the




 









 







relationship between or among two or more Persons, means the possession, directly or indirectly or
as trustee, personal representative or executor, of the power to direct or cause the direction of
the affairs or management of a Person, whether through the ownership of voting securities, as
trustee, personal representative or executor, by contract, credit arrangement or otherwise.




          “Agency Agreement” means that certain Advertising Sale Agency Agreement by and
between SINA Corporation and China Online Housing Technology Corporation, dated as of August 31,
2009.




          “Business” means an online real estate media platform in the PRC that (i) provides
information and updates related to real estate, home furnishing and construction in the PRC and
provides real estate, home furnishing and construction advertising services, and (ii) operates a
business-to-business and business-to-consumer Internet platform targeting participants in the PRC
real estate industry, in each case, as currently conducted or contemplated to be conducted on the
websites owned or operated by Licensee or any of Licensee’s Affiliates in the PRC.




          “Business Day” means any day that is not a Saturday, a Sunday or other day on which
banks are required or authorized by Law to be closed in Beijing.




          “Change of Control” means (i) the consummation of any acquisition or purchase,
directly or indirectly, by any Person or related group of Persons, that results in a Competitor
owning more ordinary shares in CRIC than E-House and SINA, and in each case, their respective
controlled Affiliates, own in the aggregate or (ii) an event pursuant to which a Competitor
acquires the right to nominate a member to the board of directors of CRIC.




          “Claimant”
has the meaning set forth in Section 10.12.




          “Commission” has the meaning set forth in Section 10.12.




          “Competitor” means any Person whose business includes an online
portal.




          “Confidential Information” has the meaning set forth in
Section 9.1.




          “Content” means text, graphics, information and data and other content, whether
supplied by Licensee, Licensor, end users or third party providers.




          “Dispute” has the meaning set forth in Section 10.12.




          “Effective Date” means the Closing Date as set forth in the Share Purchase
Agreement.




          “E-House Licensed Data and Information” means the data and information licensed to
CRIC Holdings Limited and its subsidiaries, for the operation of the CRIC system pursuant to the
Master Transaction Agreement.




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          “Governmental Authority” means any federal, national, supranational, state,
provincial, local or other government, governmental, regulatory or administrative authority,
agency or commission or any court, tribunal, or judicial or arbitral body.




          “Initial Term” has the meaning set forth in Section 6.1.




          “Law” means any federal, national, supranational, state, provincial, local or
similar statute, law or ordinance, regulation, rule, code, order, requirement or rule of law
(including common law).




          “Licensed Content” shall mean all Content (i) whose copyright is owned by Licensor; or
(ii) owned by a third party provider but is sublicensable by Licensor to Licensee without requiring
the payment of any additional fee to any third party and without violating the terms of any
agreement with such third party provider, together with all updates to and substitutions therefor
as may be implemented by Licensor or such third party provider.




          “Licensed Domain Names” means the domain names listed on Exhibit A attached
hereto.




          “Licensee Parties” has the meaning set forth in
Section 8.1.




          “Licensor Parties” has the meaning set
forth in Section 8.2.




          “Master Transaction Agreement” means the Master Transaction Agreement entered into by
and between E-House (China) Holdings Limited and CRIC Holdings Limited, dated as of July 27, 2009.




          “Operating Content” has the meaning set forth in Section 2.2.




          “Person” means any individual, partnership, firm, corporation, limited liability
company, association, trust, unincorporated organization or other entity, as well as any syndicate
or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended.




          “PRC” means the People’s Republic of China, excluding Hong Kong, Macau and Taiwan.




          “Recipient” has the meaning set forth in Section 9.1.




          “Respondent” has the meaning set forth in Section
10.12.




          “Rules” has the meaning set forth in Section
10.12.




          “Software License Agreement” means that certain Software License and Support Services
Agreement by and between Beijing SINA Internet Information Service Co., Ltd. and SINA Leju dated as
of the Effective Date.




          “Term” has the meaning set forth in Section 6.1.




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          “Trademark License Agreement” means that certain Trademark License Agreement by
and between Beijing SINA Internet Information Service Co., Ltd. and Licensee dated as of the
Effective Date.



ARTICLE II

GRANT OF LICENSE



          2.1. Grant of Licenses.



          (a) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee,
and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in
Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the
Licensed Domain Names in connection with the Business during the Term. Except as provided in
Section 2.3, Licensee’s use of the Licensed Domain Names under the terms of this Agreement shall be
free of any fees.



          (b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee,
and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in
Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the
Licensed Content in connection with websites associated with the Licensed Domain Names until the
earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of
the Agency Agreement, provided, however, that in the event the Agency Agreement is
amended or restated, such amendment or restatement shall not be deemed a termination or expiration
of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content
under the terms of this Agreement shall be free of any fees.



          (c) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to
sublicense any rights granted hereunder to any third party, or otherwise permit any third party to
use any Licensed Domain Names or Licensed Content; provided, however, that any
rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of
Licensor, to SINA Leju and Licensee’s Affiliates that are controlled by SINA Leju solely for the
purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names
and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor.
Licensee shall be responsible for the compliance of the terms and conditions of this Agreement by
all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes
any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such
action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this
Agreement.



          2.2. Other Content. Licensee may desire to use Content other than Licensed Content,
from time to time, in connection with the websites associated with the Licensed Domain Names
(“Operating Content”). Licensee may independently enter into an agreement with the
owner of the Operating Content to secure Licensee’s right to use such Operating Content, and shall
be solely responsible for the cost and expense associated with procuring such Content. For the
avoidance of doubt, Licensee shall be permitted to upload such Operating Content directly onto
Licensee’s websites or through use of the Licensor’s software pursuant to the Software



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License Agreement. If Licensee requests Licensor to enter into such an agreement on behalf of
Licensee and to provide the Operating Content to Licensee, Licensor and Licensee shall discuss such
request in good faith; provided, however, if Licensor agrees to procure and provide such
Operating Content, Licensee shall reimburse Licensor for all reasonable, incremental costs that
Licensor incurs which are attributable to Licensee’s request. For example, if Licensor, prior to
the Effective Date, employs ten (10) full time employees dedicated to obtaining Content and, as a
result of Licensee’s request for Operating Content pursuant to this Section 2.2, must hire an
additional full time employee to handle Licensee’s request, Licensee shall reimburse Licensor for
the costs related to such full time employee, provided that, if such full time employee
also engages in work on behalf of Licensor or its Affiliates, Licensee shall reimburse Licensor on
a pro rata basis only for the time spent by such full time employee in handling Licensee’s
requests. Licensee further acknowledges that Licensor has no obligation to fulfill any request by
Licensee to procure Operating Content under this Section 2.2. Unless otherwise agreed to by the
Parties, any Operating Content obtained on Licensee’s behalf by Licensor shall be for Licensee’s
use only and shall not be used by Licensor or its Affiliates or provided or made available to any
third parties by Licensor.




          2.3. Fees. In the event E-House Research and Training Institute becomes entitled to
charge, invoice, or otherwise receive from, Licensee any royalties, fees or other remuneration for
use of the E-House Licensed Data and Information pursuant to amendments to the Master Transaction
Agreement or through other means, Licensor and Licensee shall use good faith efforts to amend this
Agreement such that Licensor becomes entitled to charge, invoice, or otherwise receive fees from
Licensee to use the Licensed Domain Names and Licensed Content, such fees to be agreed upon by the
Parties, provided that (i) such fees shall be commercially reasonable and (ii) such fees
shall not exceed the fees charged by Licensor to unaffiliated third parties for use of the Licensed
Content, taking into account any other consideration received by Licensor (including, but not
limited to, discounted services offerings from the third party).




ARTICLE III

QUALITY CONTROL




          3.1. Licensee Control. Subject to the terms and conditions of this Agreement,
Licensee shall be entitled to exercise exclusive control over all aspects of the websites and the
Business associated with the Licensed Domain Names including, without limitation, the operation,
the look-and-feel and the Content of such websites.




          3.2. Content Distribution. Licensor shall make available to Licensee the Licensed
Content in substantially the same manner and with substantially the same speed and efficiency as
such Licensed Content was made available to SINA Leju prior to the Effective Date, namely through
Licensor’s content database, but in no event with less speed, efficiency, or a lesser level of
access than Licensor provides with respect to its own operations. Licensee agrees to use the
Licensed Domain Names only in accordance with such content distribution policy that Licensor uses
in connection with its own business, and as may be established by Licensor and communicated in
writing in advance to Licensee from time to time or as may otherwise be agreed to by the Parties
from time to time, provided that Licensee shall be afforded the same period of time to
implement any such content distribution policy as is afforded to Licensor’s Affiliates and other
third parties.




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          3.3. Website Monitoring and Censoring.




          (a) Licensee Obligations. Licensee shall monitor and censor all Content on the
websites associated with the Licensed Domain Names, including without limitation Content posted by
end users. Licensor shall also have the right to monitor and censor Content of the websites
associated with Licensed Domain Names. Licensee shall remove any offending Content, including, but
not limited to, any illegal materials, pornographic, obscene or sexually explicit materials,
materials of a violent nature, or politically sensitive materials, from such websites as soon as
possible after it becomes aware of such offending Content but in no event later than the timeframe
prescribed by the Governmental Authority after receipt of oral or written notice from Licensor or
such Governmental Authority. Licensee’s failure to comply with this Section 3.3(a) shall be deemed
a material breach of this Agreement. Without limiting the foregoing obligations, Licensee
acknowledges that Licensor shall have the right to remove such offending Content from the websites
associated with Licensed Domain Names.




          (b) New Restrictions Imposed by Governmental Authority. In the event Licensor receives
notice from any Governmental Authority that the websites associated with the Licensed Domain Names
contain offending Content where (i) the basis or nature of such offense has not previously been
identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not
also received notice from such Governmental Authority, Licensor shall promptly notify Licensee of
Licensor’s receipt thereof. Licensee shall then use best efforts to remove such Content as soon as
possible in accordance with the instructions of such Governmental Authority. Notwithstanding the
foregoing or anything in Section 8.2 to the contrary, in the event Licensor fails to notify
Licensee of Licensor’s receipt of such notice from a Governmental Authority, such that Licensee
does not have sufficient time to remove such offending Content, Licensee shall not be liable for
any fines or penalties imposed by a Governmental Authority in connection with such offending
Content.




          3.4. Compliance with Laws. Licensee shall ensure that the Business complies with all
applicable Laws in respect of operation, advertising and promotion of the Business and use of the
Licensed Domain Names and Licensed Content in connection therewith.




          3.5.
Restrictions. Except as expressly permitted under the Trademark License
Agreement, Licensee shall not knowingly (a) use the Licensed Domain Names in any manner that
tarnishes, degrades, disparages or reflects adversely on Licensor or Licensor’s business or
reputation, (b) in any jurisdiction, register or attempt to register any domain names that consist
of, in whole or in part, or are confusingly similar to, the term “SINA”, (c) contest, challenge or
otherwise make any claim or take any action adverse to Licensor’s interest in the Licensed Domain
Names, (d) register any trademarks, trade names or company names that consist of, in whole or in
part, or are confusingly similar to the term “SINA” in the name of Licensee or of any of its
Affiliates, or (e) use the Licensed Content and other Content for any unlawful purpose, including
but not limited to displaying or distributing any pornographic, obscene or sexually explicit
material, materials of a violent nature, or politically sensitive materials. In the event that
Licensor reasonably determines that any violation of the foregoing by Licensee poses an immediate
harm to Licensor’s business, reputation or goodwill, Licensee shall promptly, following receipt of
notice from Licensor, cease and desist all such non-conforming uses.




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ARTICLE IV

OWNERSHIP




          4.1. Ownership. Licensee acknowledges that, as between the Parties, Licensor (or its
third party providers) is the owner of all right, title and interest in and to the Licensed Domain
Names and Licensed Content, and all such right, title and interest shall remain exclusively with
Licensor (or its third party providers).




          4.2. Prosecution and Maintenance. As between Licensee and Licensor, Licensor shall
have the sole and exclusive right and obligation to maintain and renew registrations for the
Licensed Domain Names during the Term, and shall do so at its own cost and expense during the Term.
Licensee shall not engage in the foregoing affairs, in particular, Licensee shall not change or
apply for change of the domain name registration service agency for the Licensed Domain Names
during the Term of this Agreement.




ARTICLE V

ENFORCEMENT




          5.1. Licensor Enforcement.




          (a) Licensor shall have the right, but not the obligation, to take action against third
parties in the courts, administrative agencies or otherwise, at Licensor’s cost and expense, to
prevent or terminate misuse, infringement, dilution, misappropriation, imitation or illegal use by
third parties of the Licensed Domain Names or Licensed Content.




          (b) Licensee shall reasonably cooperate with Licensor in any action, suit or proceeding that
the Licensor may undertake under this Section 5.1 (including, without limitation, executing, filing
and delivering all documents and evidence reasonably requested by the Licensor) and shall lend its
name to such action, suit or proceeding if reasonably requested by the Licensor or required by
applicable Law. All reasonable out-of-pocket expenses incurred by the Licensee in connection
therewith shall be reimbursed by the Licensor. The Licensee shall have the right to participate and
be represented in any such action, suit or proceeding by its own counsel at its own expense.




          (c) All damages or other compensation of any kind recovered in any action, suit or proceeding
undertaken under this Article V, or from any settlement or compromise thereof, shall be for the
benefit of the Licensor, provided, however, that any compensation granted or awarded in
light of any losses incurred by Licensee shall be for the benefit of the Licensee after Licensor’s
reasonable expenses for taking such action, suit or proceeding have been paid.




ARTICLE VI

TERM AND TERMINATION




          6.1.
Term. The initial term of this Agreement (the “Initial
Term”) shall
commence on the Effective Date and shall continue for a period of ten (10) years thereafter.
Beginning twelve (12) months prior to the expiration of the Initial Term, the Parties shall use




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good faith efforts to negotiate an extension of the term of this Agreement (the Initial Term
together with any applicable extension, the ‘Term”).




          6.2. Termination for Bankruptcy. Either Party may immediately terminate this Agreement
in the event that the other Party (a) becomes insolvent or unable to pay its debts as they mature;
(b) makes an assignment for the benefit of its creditors; (c) seeks relief, or if proceedings are
commenced against such other Party or on its behalf, under any bankruptcy, insolvency or debtors’
relief law and such proceedings have not been vacated or set aside within seven (7) days from the
date of commencement thereof.




          6.3. Termination for Breach.




          (a) By Licensor. Licensor may terminate this Agreement at any time in the event that
the Licensee is in material default or breach of any provision of this Agreement, and, if such
default or breach is capable of cure, such default or breach continues uncured for a period of
thirty (30) days after receipt of written notice thereof;
provided, however, that in the
event that the Licensee has in good faith commenced cure within such thirty (30) day period, but
cannot practically complete such cure within such thirty (30) day period, the Parties shall
negotiate a reasonable additional time to cure.




          (b) By Licensee. Licensee may terminate this Agreement at any time in the event that
the Licensor is in material default or breach of any provision of this Agreement, and, if such
default or breach is capable of cure, such default or breach continues uncured for a period of
thirty (30) days after receipt of written notice thereof;
provided, however, that in the
event that the Licensor has in good faith commenced cure within such thirty (30) day period, but
cannot practically complete such cure within such thirty (30) day period, the Parties shall
negotiate a reasonable additional time to cure.




          6.4. Termination for a Change of Control. Licensor may terminate this Agreement by
providing prior written notice to Licensee upon the occurrence of a Change of Control.




          6.5. Termination in the Event of Termination of Agency Agreement. In the event that
the Agency Agreement is terminated pursuant to Section 9.02(c)(iii) or 9.02(d)(i) thereof, this
Agreement shall automatically be terminated as of the effective date of the termination of the
Agency Agreement and shall thereafter be of no further force or effect except as set forth in
Section 6.7.




          6.6. Effect of Termination.




          (a) Upon termination (but not expiration) of this Agreement for any reason, Licensee shall be
entitled to use the Licensed Domain Names and Licensed Content for a limited period of time, not to
exceed ninety (90) days, during which it shall diligently work to transition to another solution.
Upon expiration of this Agreement or such 90-day period, (i) all rights granted to Licensee under
this Agreement with respect to the Licensed Domain Names and Licensed Content shall immediately
cease, and (ii) Licensee shall immediately discontinue all use of the Licensed Domain Names and
Licensed Content.




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          (b) Upon termination or expiration of the Agency Agreement (other than as described in
Section 6.5), Licensee’s rights under Section 2.1(b) are terminated and Licensee shall immediately
discontinue all use of the Licensed Content, provided, however that in the event the Agency
Agreement is amended or restated, such amendment or restatement shall not be deemed a termination
or expiration of the Agency Agreement.




          6.7. Survival. The duties and obligations of the Parties under Articles IV, VI,
VIII, IX and X and Section 7.2 of this Agreement shall survive any termination or expiration of
this Agreement.




ARTICLE VII

REPRESENTATIONS AND WARRANTIES




          7.1. Representations and Warranties.




          (a) By Each Party. Each of Licensee and Licensor represents and warrants to each other
Party that: (a) it is a corporation duly incorporated, validly existing and in good standing under
applicable Law; (b) the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby are within its corporate powers; (c) it has taken necessary
steps to obtain authority and all necessary consents and approvals of any other third party or
Governmental Authority to execute and perform this Agreement; (d) this Agreement has been duly
executed and delivered by it and constitutes its valid and binding obligation, enforceable against
it in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, or other laws affecting the rights of creditors’ generally or by
general principals of equity; and (e) the execution, delivery and performance of this Agreement
will not conflict with or result in any breach of its charter or certificate of incorporation,
bylaws, or other governing document, or any instrument, obligation, or contract to which it or its
properties is bound.




          (b) By Licensor. Licensor represents and warrants that:




               i. It has the right to grant the licenses granted to Licensee hereunder; and



               ii. The Licensed Content and the Licensed Domain Names are, and the rights granted hereunder
in connection with the Licensed Domain Names and Licensed Content are, substantially similar to the
Licensed Content and the Licensed Domain Names and the rights that were granted to SINA Leju in
connection therewith prior to the Effective Date.



          7.2. Disclaimer. LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET
FORTH HEREIN OR IN THE SHARE PURCHASE AGREEMENT, THE LICENSED DOMAIN NAMES AND THE LICENSED CONTENT
ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY, VALIDITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND LICENSOR HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES.




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ARTICLE VIII

INDEMNIFICATION




          8.1. Indemnification by Licensor. Licensor shall defend, indemnify and hold harmless
Licensee and its Affiliates, and their respective officers, directors, employees, agents,
shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and
against any claim, suit, demand or action (“Action”), and any and all direct losses
suffered or incurred by Licensee in connection with any third party claims arising out of or
resulting from any breach by Licensor of any provision of this
Agreement. Licensor’s obligation to
indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of
such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s
reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s
cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of
such an Action (provided that Licensor may not settle any Action in a manner that adversely
affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or
delayed).




          8.2. Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless
Licensor and its Affiliates, and their respective officers, directors, employees, agents,
shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and
against any Action, and any and all direct losses suffered or incurred by Licensor in connection
with any third party claims (a) arising out of or resulting from any breach by Licensee of any
provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the
websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a
request for removal by a Governmental Authority, even if Licensee removes such Content within the
time period proscribed by the Governmental Authority, provided that, in all cases, Licensee
shall not be liable for any direct losses suffered or incurred by Licensor as a result of
Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases
where (i) the basis or nature of the offense has not previously been identified by any Governmental
Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the
Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x)
Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does
not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the
defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive
control of the defense, settlement and/or compromise of such an Action (provided that
Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s
prior written consent, not to be unreasonably withheld or delayed).




ARTICLE IX

CONFIDENTIALITY




          9.1. Confidential Information. In performing its obligations under this Agreement,
either Party (the “Recipient”) may obtain certain Confidential Information of the other
Party. For purposes of this Agreement, “Confidential Information” shall mean information,
documents and other tangible things, provided by either Party to the other, in whatever form,
relating to such Party’s business and marketing, including such Party’s financial information,
personal information, customer lists, product plans and marketing plans, whether alone or in its
compiled form and whether marked as confidential or not. The Recipient shall maintain in




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confidence all Confidential Information and shall not disclose such Confidential Information
to any third party without the express written consent of the other Party except to those of its
employees, subcontractors, consultants, representatives and agents as are necessary in connection
with activities as contemplated by this Agreement. In maintaining the confidentiality of
Confidential Information, the Recipient shall exercise the same degree of care that it exercises
with its own confidential information, and in no event less than a reasonable degree of care. The
Recipient shall ensure that each of its employees, subcontractors, consultants, representatives and
agents holds in confidence and makes no use of the Confidential Information for any purpose other
than those permitted under this Agreement or otherwise required by Law. Upon request by the other
Party, the Recipient shall return, destroy or otherwise handle as instructed by the other Party,
any documents or software containing such Confidential Information, and shall not continue to use
such Confidential Information.




          9.2. Exceptions. The obligation of confidentiality contained in Section 9.1 shall not
apply to the extent that (a) the Recipient is required to disclose information by order or
regulation of a Governmental Authority or a court of competent
jurisdiction; provided, however, that, to the extent permitted by applicable Law, the Recipient shall not make any such
disclosure without first notifying the other Party and allowing the other Party a reasonable
opportunity to seek injunctive relief from (or a protective order with respect to) the obligation
to make such disclosure; or (b) the Recipient can demonstrate that (i) the disclosed information
was at the time of such disclosure to the Recipient already in (or thereafter enters) the public
domain other than as a result of actions of the Recipient, its directors, officers, employees or
agents in violation hereof, (ii) the disclosed information was rightfully known to the Recipient
prior to the date of disclosure (other than pursuant to disclosure by the other Party pursuant to
other agreements in effect between the Parties), or (iii) the disclosed information was received by
the Recipient on an unrestricted basis from a source unrelated to any Party and not under a duty of
confidentiality to the other Party.




ARTICLE X

GENERAL PROVISIONS




          10.1. Taxes. Each Party shall be responsible for taxes that should be borne by it in
accordance with applicable Law. If any Party pays any taxes that should have been borne by the
other Party in accordance with Law, such other Party shall reimburse such Party within seven (7)
days after its receipt of documentation evidencing such tax payment so incurred by such Party.




          10.2. Expenses. Except as otherwise specified in this Agreement, all costs and
expenses, including, fees and disbursements of counsel, financial advisors and accountants,
incurred in connection with this Agreement and the transactions contemplated by this Agreement
shall be borne by the party incurring such costs and expenses, whether or not the Closing shall
have occurred.




          10.3. Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be deemed duly given, made or received (i) on the date of
delivery if delivered in person or by messenger service, (ii) on the date of confirmation of
receipt of transmission by facsimile (or, the first (1st) Business Day following such
receipt if (a) such




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date of confirmation is not a Business Day or (b) confirmation of receipt is given after 5:00
p.m., Beijing time) or (iii) on the date of confirmation of receipt if delivered by an
internationally recognized overnight courier service or registered or certified mail (or, the first
(1st) Business Day following such receipt if (a) such date of confirmation is not a
Business Day or (b) confirmation of receipt is given after 5:00 p.m., Beijing time) to the
respective parties hereto at the following addresses (or at such other address for a party as shall
be specified in a notice given in accordance with this Section 10.3):




          if to Licensor:



SINA Corporation

20/F Beijing Ideal International Plaza

No. 58 Northwest 4th Ring Road

Haidian District, Beijing, 100090

People’s Republic of China

Facsimile: +86 10 8260 7166

Attention: Head of Legal Department (Xie Guomin)



with a copy (which shall not constitute notice) to:


Shearman & Sterling LLP

12th Floor East Tower, Twin Towers

B-12 Jianguomenwai Dajie

Beijing 100022

People’s Republic of China

Facsimile: +86 10 6563 6001

Attention: Lee Edwards, Esq.




          if to Licensee:



Beijing Yisheng Leju Information Services Co., Ltd.

c/o CRIC Holdings Limited

No. 383 Guangyan Road

Shanghai 200072

People’s Republic of China

Facsimile: +86 (21) 6086 7111

Attention: President



with a copy (which shall not constitute notice) to:



Skadden, Arps, Slate, Meagher & Flom

42/F, Edinburgh Tower, The Landmark

12 Queen’s Road Central, Hong Kong

Facsimile: +852 3740 4727

Attention: Jonathan B. Stone, Esq. and Z. Julie Gao, Esq.




          10.4. Public Announcements. Other than (i) the filing with the SEC of the Form F-1,
any amendments thereto and any other documents filed in connection with the Form F-1,




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including the filing of this Agreement or (ii) any communications with the relevant stock exchange
or regulators in connection with the IPO, in each case, as deemed necessary or desirable in the
sole discretion of CRIC, neither party to this Agreement shall make, or cause to be made, any press
release or public announcement in respect of this Agreement or the transactions contemplated by
this Agreement or otherwise communicate with any news media without the prior written consent of
the other party unless otherwise required by Law or applicable stock exchange regulation, and the
parties to this Agreement shall cooperate as to the timing and contents of any such press release,
public announcement or communication.




          10.5. Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any Law or public policy, all other terms and provisions
of this Agreement shall nevertheless remain in full force and effect for so long as the economic or
legal substance of the transactions contemplated by this Agreement is not affected in any manner
materially adverse to either party hereto. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated by this Agreement are
consummated as originally contemplated to the greatest extent possible.




          10.6. Entire Agreement. This Agreement constitutes the entire agreement of the Parties
hereto with respect to the subject matter hereof and supersedes all prior agreements and
understandings, both written and oral, with respect to the subject matter hereof and thereto
(including the Original Agreement).




          10.7. Assignment. This Agreement and any rights or authority granted hereunder shall
not be assigned or transferred by either Party, including by operation of law, merger or otherwise,
without the express written consent of the other Party, provided that Licensor may assign
this Agreement without consent to any of its Affiliates and Licensee may assign this Agreement
without consent to SINA Leju or an Affiliate of Licensee that is controlled by SINA Leju.




          10.8. Amendment. This Agreement may not be amended or modified except (a) by an
instrument in writing signed by, or on behalf of, both Parties or (b) by a waiver in accordance
with Section 10.9.




          10.9. Waiver. Either Party may (a) extend the time for the performance of any of the
obligations or other acts of the other Party, (b) waive any inaccuracies in the representations and
warranties of the other Party contained herein or in any document delivered by the other party
pursuant hereto or (c) waive compliance with any of the agreements of the other Party or conditions
to such Party’s obligations contained herein. Any such extension or waiver shall be valid only if
set forth in an instrument in writing signed by the Party to be bound thereby. No waiver of any
representation, warranty, agreement, condition or obligation granted pursuant to this Section 10.9
or otherwise in accordance with this Agreement shall be construed as a waiver of any prior or
subsequent breach of such representation, warranty, agreement, condition or obligation or any other
representation, warranty, agreement, condition or obligation. The failure of either party hereto to
 assert any of its rights hereunder shall not constitute a waiver of any of such rights.




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          10.10. No Third Party Beneficiaries. Except for the provisions of Article VII
relating to indemnified parties, this Agreement shall be binding upon and inure solely to the
benefit of the Parties and their respective successors and permitted assigns and nothing herein,
express or implied (including the provisions of Article VII relating to indemnified parties), is
intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy
of any nature whatsoever, including any rights of employment for any specified period, under or by
reason of this Agreement.




          10.11. Governing Law. This Agreement and any dispute or claim arising out of or in
connection with it or its subject matter shall be governed by, and construed in accordance with,
the laws of the People’s Republic of China (without regard to its conflicts of laws rules that
would mandate the application of the laws of another jurisdiction).




          10.12. Dispute Resolution. (a) Any dispute, controversy or claim arising out of or
relating to this Agreement, or the breach, termination or invalidity thereof (each, a
“Dispute”), shall to the extent possible be settled through friendly consultation among the
Parties hereto. The claiming Party (the “Claimant”) shall promptly notify the other Party
(the “Respondent”) in a dated written notice that a Dispute has arisen and describe the
nature of the Dispute. Any Dispute which remains unresolved within sixty (60) days after the date
of such written notice shall be submitted to the China International Economic and Trade Arbitration
Commission (the “Commission”) to be finally settled by arbitration in Beijing, PRC in
accordance with the Commission’s then effective rules (the “Rules”) and this Section 10.12.
The language of the arbitration shall be Mandarin Chinese.




          (b) The arbitration tribunal shall consist of three (3) arbitrators. The Claimant shall
appoint one (1) arbitrator, the Respondent shall appoint one (1) arbitrator, and the two (2)
arbitrators so appointed shall appoint a third arbitrator. If the Claimant and the Respondent fail
to appoint one (1) arbitrator, or the two (2) arbitrators appointed fail to appoint the third
arbitrator within the time periods set by the then effective Rules, the relevant appointment shall
be made promptly by the Commission.




          (c) Any award of the arbitration tribunal established pursuant to this Section 10.12 shall be
final and binding upon the Parties, and enforceable in any court of competent jurisdiction. The
Parties shall use their best efforts to effect the prompt execution of any such award and shall
render whatever assistance as may be necessary to this end. The prevailing Party (as determined by
the arbitrators) shall be entitled to reimbursement of its costs and expenses, including reasonable
attorney’s fees, incurred in connection with the arbitration and any judicial enforcement, unless
the arbitrators determine that it would be manifestly unfair to honor this agreement of the Parties
and determine a different allocation of costs.




          (d) The foregoing provisions in this Section 10.12 shall not preclude any Party from seeking
interim or conservatory remedies, including injunctive relief, from any court having jurisdiction
to grant such relief.




          10.13. No Presumption. The Parties acknowledge that each has been represented by
counsel in connection with this Agreement and the transactions contemplated by this Agreement.
Accordingly, any applicable Law that would require interpretation of any claimed





14









 







ambiguities in this Agreement against the Party that drafted it has no application and is
expressly waived. If any claim is made by a Party relating to any conflict, omission or ambiguity
in the provisions of this Agreement, no presumption or burden of proof or persuasion will be
implied because this Agreement was prepared by or at the request of any Party or its counsel.




          10.14. Specific Performance. The parties hereto acknowledge and agree that irreparable
damage would occur if any of the provisions of this Agreement are not performed in accordance with
their specific terms and that any breach of this Agreement could not be adequately compensated in
all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which
a party hereto may be entitled, at law or in equity, it shall be entitled to enforce any provision
of this Agreement by a decree of specific performance and to temporary, preliminary and permanent
injunctive relief to prevent breaches or threatened breaches of any of the provisions of this
Agreement, without posting any bond or other undertaking.




          10.15. Force Majeure. Neither Party shall be liable for failure to perform any of its
obligations under this Agreement during any period in which such Party cannot perform due to hacker
attack, fire, flood or other natural disaster, war, embargo, riot or the intervention of any
Governmental Authority, provided, however, that the Party so delayed immediately notifies
the other Party of such delay. In no event shall such nonperformance by Licensee be excused due to
any such event for longer than ninety (90) days.




          10.16. Counterparts. This Agreement may be executed and delivered (including by
facsimile transmission) in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an original, but all of
which taken together shall constitute one and the same agreement.




          10.17. Termination of Original Agreement. Pursuant to the Mutual Termination Agreement
set forth in Exhibit B attached hereto, the Original Agreement shall be terminated as of
the Effective Date. Notwithstanding anything in this Agreement to the contrary, this Agreement
shall not become effective unless and until the Mutual Termination Agreement set forth in
Exhibit B is executed.


[SIGNATURES ON NEXT PAGE]





15









 








          IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its
duly authorized representatives on the date first set forth above.




	 	 	 	 	 
	 	Beijing SINA Internet Information Service Co., Ltd.

 	 
	 	By:  	/s/
Charles Chao
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Beijing Yisheng Leju Information Services Co., Ltd.

 	 
	 	By:  	/s/
Fei Cao
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



16









 






EXHIBIT A




LICENSED DOMAIN NAMES



house.sina.com.cn




jiaju.sina.com.cn




construction.sina.com.cn




17









 





EXHIBIT B


MUTUAL TERMINATION AGREEMENT





     THIS MUTUAL TERMINATION AGREEMENT (“Termination Agreement”) is made
and entered into this                      day of                                         , 2009, by and between Beijing
SINA Internet Information Service Co. (“Beijing SINA”) and Shanghai SINA Leju Information
Technology Co. Ltd. (“SINA Leju”).



WITNESSETH:




     WHEREAS, Beijing SINA and SINA Leju entered into that certain Domain Name License
Agreement dated May 8, 2008 (the “Original Agreement”); and



     WHEREAS, Beijing SINA and SINA Leju desire to mutually terminate the Original Agreement
effective as of the date of this Termination Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and
other good and valuable consideration, receipt of which is hereby acknowledged by each of the
parties hereto, the parties agree as follows:



     1. Beijing SINA and SINA Leju agree that, upon the date of execution of this Termination
Agreement, the Agreement shall terminate and be of no further force or effect, and, for the
avoidance of doubt, no provisions of the Original Agreement survive such termination.



     2. This Termination Agreement represents the complete, integrated, and entire agreement
between the parties, and may not be modified except in writing signed by the parties.



     3. This Termination Agreement shall be governed by the laws of the PRC, without regard to
conflicts of law principles.



     4. This Termination Agreement may be executed in one or more counterparts, each of which shall
be deemed an original but all of which together will constitute one and the same instrument.



     5. This Termination Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.



[SIGNATURES ON NEXT PAGE]





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          IN WITNESS WHEREOF, the undersigned have executed this Termination Agreement as of the
date first set forth above.




	 	 	 	 	 
	 	Beijing SINA Internet Information Service Co.,
Ltd.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Shanghai SINA Leju Information
Technology Co. Ltd.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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