In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Example Input: Exhibit 10.3

                                                                       EXHIBIT C

                        SUPPORT AND MAINTENANCE AGREEMENT

      SUPPORT AND MAINTENANCE AGREEMENT dated as of April __, 2005 (the Effective Date), between On2 Technologies, Inc., a Delaware corporation (On2), and Wildform, Inc., a California corporation (Wildform). Capitalized terms used herein and not defined herein shall have the meanings given to them in Asset Purchase Agreement (as defined below).

                                   WITNESSETH:

      WHEREAS, On2 and Wildform have entered into an Asset Purchase And Software License Agreement dated as of April 4, 2005 (the Asset Purchase Agreement) pursuant to which, among other matters, Wildform has agreed to sell and license certain assets to On2; and

      WHEREAS, in connection with the Asset Purchase Agreement, On2 desires for Wildform to provide certain services to On2, and Wildform wishes to perform such services in accordance herewith.

      NOW, THEREFORE, subject to the terms, conditions, covenants and provisions of this Agreement, each of On2 and Wildform mutually covenant and agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      For purposes hereof, each of the following terms shall have the respective meaning set forth below, whether employed in the singular or plural, unless the particular context in which a term is used clearly indicates otherwise:

      1.1 Closing Date Payment Amount shall have the meaning set forth in the Asset Purchase Agreement.

      1.2 Common Stock means the common stock of On2, par value $0.01.

      1.3 Confidential Information means any and all information disclosed by one Party (the Disclosing Party) to the other Party (the Receiving Party), in any manner, prior to the Effective Date and thereafter during the Term. Confidential Information may include, but is not limited to, the following types of information and other information of a similar nature, in any form or medium, in any way perceived: trade secrets, software licensed on an evaluation basis hereunder (whether source code, executable code or otherwise), source code, inventions, art, drawings, schematics, files, file data, documentation, diagrams, specifications, know how, processes, formulas, flow charts, product criteria, research and development records, procedures, test results and samples, marketing techniques and materials, marketing and development plans, pricing data, price lists, business plans, information relating to customer identities, supplier or other source identities, and financial information.

Confidential Information of a Disclosing Party may also include any information described above, whether or not owned or developed by it, and any such information Disclosing Party is obligated to keep confidential by way of a written agreement with a third party. Notwithstanding the foregoing, Confidential Information shall not include any of the foregoing that (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party, (ii) is rightfully in the possession of Receiving Party prior to disclosure by Disclosing Party, (iii) is received by Receiving Party from a third party having the right to make such disclosure and not under a confidentiality obligation to the Disclosing Party, or (iv) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party.

      1.4 Deliverable means each item to be delivered by Wildform in accordance with Exhibit B hereto.

      1.5 Development Work means the customization and integration of the Flix Software to be performed by Wildform and described on Exhibit B hereto

      1.6 Exchange Act means the Securities and Exchange Act of 1934, as amended.

      1.7 Flix Software means the following software in source code and object code form: Flix Pro 4 for Windows, Flix Pro 4 for Windows Demo, Flix Pro 3 for Mac, Flix Pro 3 for Mac Demo, Flix Engine 3.5 for Windows, Flix Engine 3.5 for Windows Demo, Flix Exporter 4 for Windows (including Flix FLV player) Flix Exporter 4 for Windows Demo (including Flix FLV player), Flix Exporter 4 for Mac (including Flix FLV player), Flix Exporter 4 for Mac Demo (including Flix FLV player), Flix Lite 3 for Windows, Flix Lite 3 for Windows Demo, Flix Lite 3 for Mac, Flix Lite 3 for Mac Demo.

      1.8 Incorporated Technology means any technology or materials (including software source code) provided by On2 to Wildform in order for Wildform to perform the Development Work.

      1.9 Intellectual Property Rights means all intellectual property rights arising under statutory or common law or any other legal system in the world, including that which is acquired or obtained under a contract with a third





party, and whether or not perfected, comprising any of the following: (i) copyrights, copyright registrations, mask works and mask work registrations; (ii) rights relating to the protection of trade secrets and confidential information; (iii) patents, patent applications, reissue patents and reissue applications, continuation and continuation in part applications, invention registrations, petty patents; (iv) trademarks, service marks, trade names, trade dress, domain names, and registrations for the foregoing, of all kinds and types; (v) any right analogous to those set forth in this definition in foreign jurisdictions; and (vi) any renewals or extensions of the foregoing (as and to the extent applicable) now existing, or hereafter filed, issued or acquired.

      1.10 Incorporated Technology Works shall mean all inventions, intellectual property, works, derivative works, innovations, or other developments made or developed by Wildform solely as a result of and in relation to the incorporation of the Incorporated Technology to the Flix Software, and explicitly excluding the Licensed Assets.

      1.11 Nonconformance Notice shall have the meaning set forth in Section 3.1 hereof.

      1.12 Payment Shares means Two Hundred Eighty Thousand shares of Common Stock, subject to adjustment from time to time in connection with any stock split, reverse stock split, stock dividend or other similar change in On2's capitalization.

      1.13 Program Errors means any defect in the Flix Software that 1) results in the loss or corruption of data on a user's system, 2) causes the Flix Software to become unstable, 3) eliminates the user's ability to perform intended functions in the Flix Software, or 4) causes the operating system or any other programs to become unstable or cease to function. The defect must be caused by the Flix Software in the form provided by Wildform as a Deliverable.

      1.14 Specifications shall mean the Flix Software customizations and integrations described on Exhibit B.

      1.15 Term shall have the meaning set forth in Section 9.1 hereof.

                                   ARTICLE II

                          TRANSITION SERVICES PROVIDED

      2.1 Transition Services. Upon the terms and subject to the conditions set forth in this Agreement, with respect to each of those services set forth on Exhibit A hereto, which Exhibit is made a part of this Agreement, Wildform will provide to On2 the services indicated on such Exhibit (the Transition Services) during the time period for each such Transition Service set forth in such Exhibit (hereinafter referred to as the Time Periods for all of the Transition Services, and the Time Period for each Transition Service).

      2.2 Personnel. In providing the Transition Services, Wildform, as it deems necessary or appropriate in its sole discretion, may (i) use its personnel, and (ii) employ the services of third parties to the extent such third party services are reasonably necessary for the efficient performance of any of such Transition Services, provided, however that the marketing and PR services set forth on Exhibit A shall be supervised by Colby Devitt or Jonathan Blank.

      2.3 Representatives. Each of On2 and Wildform shall appoint a representative to act as its primary contact person for the provision of all of the Transition Services (collectively, the Primary Coordinators). The initial Primary Coordinators shall be Chris Schapdick for On2 and Jonathan Blank for Wildform. Each party may treat an act of a Primary Coordinator of another party as being authorized by such other party without inquiring behind such act or ascertaining whether such Primary Coordinator had authority to so act. Wildform and On2 shall advise each other in writing of any change in the Primary Coordinators, setting forth the name of the Primary Coordinator to be replaced and the name of the replacement, and certifying that the replacement Primary Coordinator is authorized to act for such party in all matters relating to this Agreement. Each of On2 and Wildform agree that all communications relating to the provision of the Transition Services shall be directed to the Primary Coordinators.

      2.4 Level of Transition Services. Wildform shall perform the Transition Services for which it is responsible hereunder following commonly accepted standards of care in the industry and exercising the same degree of care as it exercises in performing the same or similar services for its own business as of the date of this Agreement.

                                   ARTICLE III

                              SOFTWARE DELIVERABLES

      3.1 Deliverables. Subject to payment by On2 of the Closing Date Payment Amount in accordance with the Asset Purchase Agreement, Wildform shall deliver each Deliverable in accordance with the timeframe (the Timeframe) set forth in Exhibit B, which Exhibit is made a part of this Agreement. On2 will use commercially reasonable efforts to cooperate with Wildform as necessary in completing the Development Work and delivery of the Deliverables. Upon receipt of each Deliverable, On2 shall have a period of thirty (30) working days within which to inspect such Deliverable based upon the relevant Specification (an Acceptance Period). Should On2 find that any Deliverable does not substantially conform to the relevant Specification, On2 shall promptly so notify Wildform in writing, which notice shall provide sufficiently detailed





explanation of the non-conformities so as to allow Wildform to reproduce them (any such notice is referred to herein as a Nonconformance Notice). Each of the Deliverables shall be deemed accepted by On2 unless On2 delivers to Wildform a Nonconformance Notice within thirty (30) business days of the delivery of such Deliverable. In the event that Wildform receives such Nonconformance Notice from On2, Wildform shall make commercially reasonable efforts to modify such Deliverable and re-deliver it to On2 after any such modification is completed. Each Deliverable shall be deemed to have been accepted by On2 when either (i) On2 notifies Wildform in writing of its acceptance of such Deliverables or (ii) On2 does not deliver a Nonconformance Notice to Wildform within the Acceptance Period. Notwithstanding anything herein to the contrary, On2 shall not unreasonably withhold acceptance of any Deliverable.

      3.2 Program Errors. During the Term, Wildform shall resolve Program Errors in the manner provided in Exhibit A.

                                   ARTICLE IV

                                  COMPENSATION

      As consideration for the services to be provided by Wildform hereunder, On2 will pay Wildform a total of (i) $160,000 payable as follows: (a) $22,500 per month for each of the four (4) months following the Effective Date and $10,000 per month for each of the fifth and sixth months following the Effective Date with the first payment being payable 30 days from the Effective Date, and each subsequent payment payable within thirty (30) days of the preceding payment and (b) $50,000 upon On2's acceptance of the Deliverables pursuant to Section 3.1 hereof; and (ii) the Payment Shares, issuable upon the 12-month anniversary of the Effective Date. The foregoing notwithstanding, the payment provided for in this Article IV is not intended to constitute consideration for the Purchased Assets and Licensed Assets, payment for the license of which is provided for in the Asset Purchase Agreement.

                                    ARTICLE V

                                 CONFIDENTIALITY

      5.1 Use of Confidential Information. The Receiving Party represents and warrants to the Disclosing Party that:

            5.1.1 it will keep and maintain all Confidential Information of the Disclosing Party in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure;

            5.1.2 it will not, directly or indirectly, disclose any Confidential Information to any third party, except as contemplated by this Agreement or with the Disclosing Party's prior written consent;

            5.1.3 it will not make use of any Confidential Information for its own purposes, such as creation of a competitive product; or for the benefit of anyone or any entity other than as contemplated by this Agreement;

            5.1.4 upon the Disclosing Party's written request, at the earlier of the end of the Term, or receipt of notice from the Disclosing Party of a breach by it of this Agreement or an Annex, the Receiving Party will deliver promptly to the Disclosing Party or, at the Receiving Party's option, will destroy all memoranda, notes, records, reports, media and other documents and materials (and all copies thereof) regarding or including any Confidential Information which the Receiving Party may then possess or have under its control; and

            5.1.5 it will take no action with respect to the Confidential Information that is inconsistent with its confidential and proprietary nature.

      5.2 Exceptions to Non-Disclosure Obligations. Notwithstanding the foregoing, the Receiving Party shall be permitted to disclose Confidential Information without any violation of this Agreement if such disclosure is required by law, but in such event the Receiving Party shall notify the Disclosing Party in writing in advance of such disclosure, and provide the Disclosing Party with copies of any related information so that the Disclosing Party may take appropriate action to protect its Confidential Information. The Receiving Party acknowledges that the disclosure of Confidential Information of the Disclosing Party may cause irreparable injury to the Disclosing Party and damages that may be difficult to ascertain. The Disclosing Party shall, therefore, be entitled to injunctive relief upon a disclosure or threatened disclosure of any Confidential Information of the Disclosing Party in violation of this Agreement, in addition to such other remedies as may be available at law or in equity. Without limitation of the foregoing, the Receiving Party shall promptly advise the Disclosing Party in the event that the Receiving Party learns or has reason to believe that any person or entity that has had access to Confidential Information of the Disclosing Party through the Receiving Party has violated or intends to violate the terms of this Agreement.

      5.3 Receiving Party's Duty of Care. Receiving Party shall protect the Confidential Information from unauthorized use or disclosure by exercising the same degree of care that Receiving Party uses with respect to information of its own of a similar nature, but in no event less than reasonable care, until five (5) years from the later of the Effective Date or the date of receipt of such Confidential Information. Notwithstanding the prior sentence, with respect to Receiving Party's employees, Receiving Party shall only disclose Confidential Information to a Receiving Party employee who has a need to know such Confidential Information for purposes of this Agreement or any customer sublicense and is informed of the confidential nature of the Confidential Information. The foregoing notwithstanding, each Party shall be liable for any failure by such Party's employees, agents or representatives to comply with the





provisions of this Section 5 as fully as if such employees, agents or representatives were a party to this Agreement.

                                   ARTICLE VI

                                   WARRANTIES

      6.1 On2 Warranties. On2 makes the following representations and warranties to Wildform.

      (a)   Authorization; Power and Authority. On2 (i) is a corporation duly             organized under the laws of the state of Delaware, and (ii) has the             requisite corporate power and corporate authority to enter into and             perform its obligations under this Agreement.

      (b)   Exchange Act Reporting. On2 has filed in a timely manner all             documents that it was required to file under the Exchange Act,             during the twelve (12) months preceding the date of this Agreement.

      (c)   Payment Shares. The Payment Shares to be issued by On2 to Wildform             hereunder: (i) are duly authorized; and (ii) when issued and             exchanged pursuant to the terms of this Agreement, will be validly             issued, fully paid, non-assessable and not subject to preemptive             rights; and (iii) when issued and exchanged pursuant to the terms of             this Agreement, shall have been approved for listing on the American             Stock Exchange (or such other trading market or exchange on which             the Common Stock is listed or quoted for trading on the date in             question).

      6.2 Wildform Warranties. Wildform makes the following representations and warranties to On2.

      (a)   Authorization; Power and Authority. Wildform (i) is a corporation             duly organized under the laws of the State of California, (ii) has             the requisite corporate power and corporate authority to enter into             and perform its obligations under this Agreement, and (iii) to the             best of Wildform's knowledge as of the Effective Date, the             Deliverables marked as Deliverable #2 will not infringe any             Intellectual Property Rights held by any third party.

      (b)   Investment Representation. Wildform acknowledges that it is aware             that the Payment Shares have not been registered under the Act.             Wildform represents and warrants to the Buyer that such Wildform is             acquiring the Payment Shares for investment purposes and not with a             view to or for sale in connection with any distribution thereof or             with any present intention of selling the Payment Shares in             connection with a distribution. Wildform has the capacity to protect             its own interest, can bear the economic risk of its investment, and             has such knowledge and experience in financial or business matters             that it is capable of evaluating the merits and risks of the             investment in the Payment Shares. Wildform acknowledges that an             investment in the Payment Shares represents a high degree of risk

            and that there is no assurance that Buyer's business or operations             will be successful. Wildform has considered carefully the risks             attendant to an investment in the Payment Shares and acknowledges             that, as a consequence of such risks, such Wildform could lose its             entire investment in the Payment Shares. Wildform acknowledges that,             at a reasonable time prior to the Effective Date, Buyer furnished to             it the information specified in paragraph (b)2(ii)(A) or (B) of, and             in either event the information specified in paragraph (b)(2)(ii)(C)             of, Rule 502 promulgated under Exchange Act.

      (c)   Restricted Securities. Wildform understands that the Payment Shares             will be restricted securities under applicable federal securities             laws and the rules of the Securities and Exchange Commission             promulgated thereunder. Wildform acknowledges that it may dispose of             the Payment Shares only pursuant to an effective registration             statement under the Act or an exception from registration if             available. Wildform further understands that, except as provided in             the Registration Rights Agreement (as defined below), Buyer has no             obligation to register the sale of the Payment Shares or take any             other action so as to permit sales pursuant to the Act. Wildform             further understands that applicable state securities laws may impose             additional constraints upon the sale of securities

      6.3 No Warranty. EXCEPT AS PROVIDED IN SUBSECTIONS 6.1 AND 6.2 ABOVE, THE DELIVERABLES AND INCORPORATED TECHNOLOGY ARE PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND AND BOTH PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DELIVERABLES AND INCORPORATED TECHNOLOGY ARE BEING PROVIDED WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS OR ADEQUACY FOR ANY PARTICULAR PURPOSE OR USE, QUALITY, PRODUCTIVENESS, CAPACITY, OR THAT THE OPERATION OF THE DELIVERABLES OR INCORPORTED TECHNOLOGY WILL BE ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS, AGENTS, OR TO ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, LICENSING, SUBLICENSING, SUPPLY OR DELIVERY OF THE DELIVERABLES OR INCORPORATED TECHNOLOGY WILL CREATE A REPRESENTATION, CONDITION, OR WARRANTY AND NEITHER PARTY MAY NOT RELY ON SUCH INFORMATION OR ADVICE.





                                   ARTICLE VII

                          INTELLECTUAL PROPERTY RIGHTS

      7.1 The Incorporated Technology Works shall be the sole property of On2, and all right, title and interest therein shall vest solely in On2 and shall be deemed to be a work made for hire. To the extent that title to any of the Incorporated Technology Works may not, by operation of law, vest in On2 or such works may not be considered works made for hire, Wildform hereby irrevocably assigns to On2 all rights, title and interest in and to such works. All Incorporated Technology Works shall belong exclusively to On2, which shall have the right to obtain and to hold in its own name, copyrights, registrations, patents, or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Wildform agrees to give On2 and any person designated by On2 such reasonable assistance, at On2's expense, as is On2 reasonably deems appropriate to perfect, secure, and protect On2's intellectual property and other rights set forth in this paragraph. Notwithstanding the foregoing, Wildform shall retain its existing right, title and interest in and to the Licensed Assets, subject to On2's rights to use such intellectual property pursuant to the Asset Purchase Agreement.

      7.2 On2 Intellectual Property. Wildform acknowledges that On2 retains all right, title, and interest in and to the Incorporated Technology and the Incorporated Technologies Works, and in all copies&sbsp;thereof, and no title to the Incorporated Technology or other rights therein are transferred to Wildform by virtue of this Agreement other than as explicitly stated herein or reasonably necessary to accomplish the purposes hereof. 7.3 Wildform Intellectual Property. Except for Purchased Assets (as defined in the Asset Purchase Agreement) and Incorporated Technology Works and subject to On2's license rights to the Licensed Assets, Wildform shall retain all right, title and interest in and to the Deliverables, excluding the Incorporated Technology.

      7.4 Restrictions. Wildform agrees not to cause or permit the porting, reverse engineering, reverse assembly or reverse compilation of any object code software provided to Wildform by On2 pursuant to this Agreement.

                                  ARTICLE VIII

                                 INDEMNIFICATION

      8.1 On2's Indemnification of Wildform. On2 agrees to defend, indemnify and hold harmless Wildform, its officers, directors, employees, agents and customers from and against any claim, action, damage or costs (including reasonable attorneys fees) based on any breach by On2 of Sections 5, 6 or 7 of this Agreement provided that: (i) On2 is promptly notified in writing of such claim or action, (ii) Wildform grants On2 sole control of the defense and any related settlement negotiations, and (iii) Wildform reasonably cooperates with On2 in defense of such claim.

      8.2 Wildform's Indemnification of On2. Wildform agrees to defend, indemnify and hold harmless On2 from and against any claim, action, damage or costs (including reasonable attorneys fees) (other than an action or claim which is subject to On2's indemnification of Wildform pursuant to Section 8.1 above) based on any breach by Wildform of Sections 5, 6 or 7 of this Agreement, provided that: (i) Wildform is promptly notified in writing of such claim or action, (ii) On2 grants Wildform sole control of the defense and any related settlement negotiations, and (iii) On2 reasonably cooperates with Wildform in defense of such claim.

                                   ARTICLE IX

                              TERM AND TERMINATION

      9.1 Term. Except as otherwise set forth in Sections 9.2 and 9.3 or Exhibit A hereof, the term of this Agreement shall be eighteen (18) months (Term).

      9.2 Termination. Either of Wildform or On2 may terminate this Agreement if the other Party is in material breach of this Agreement and fails to cure such breach within thirty (30) days after written notice. Either of On2 or Wildform may terminate this Agreement if the other Party becomes bankrupt or a receiver is appointed for a substantial part of its assets or business, or any order is made approving a petition or answer seeking reorganization under any applicable bankruptcy law.

      9.3 Events Upon Termination. Upon the termination of this Agreement by either Party on account of an uncured material breach by the other Party, without prejudice to any other rights that either Party may have, the following will occur:

(a) Wildform will immediately cease all use and distribution of the Incorporated Technology.

(b) Wildform will immediately return to On2, or destroy, all copies of the Incorporated Technology, and all documentation created under this agreement in its possession or control. Upon written request from On2, Wildform will promptly provide On2 with a written certification of Wildform's compliance with the foregoing.

      9.4 Sections which Survive Termination or Expiration of this Agreement. Articles 1, 4 (with respect to outstanding payments), 5, 6, 7, 8, 9 and 10 of this Agreement, any other provisions of this Agreement incorporated into or applicable to such Sections, and any other provisions of this Agreement that by their terms extend beyond any termination of this Agreement, shall survive any





termination or expiration hereof for any reason.

                                    ARTICLE X

                                OTHER PROVISIONS

      10.1 Status of Parties. Nothing contained in this Agreement nor performance hereunder shall render either Party, its employees or contractors to be an agent, employee, joint venturer or partner of the other Party. Neither Party, nor any of its officers or employees shall have authority to contract for or bind the other Party in any manner, and each Party agrees that it shall not represent itself as an agent of the other Party or as otherwise authorized to act for or on behalf of the other Party.

      10.2 Force Majeure. Any failure by either Party to perform, to the extent and only for so long as such Party is prevented from performing for one or more of the reasons described herein, any obligation hereunder arising under or in connection with this Agreement shall be excused (to such extent and for such period) if such failure shall have been caused by any act or circumstance beyond the reasonable control of such Party, including, but without limiting the

generality of the foregoing, any Act of God, fire, flood, explosion, lightning, windstorm, earthquake, general shortage of materials, general discontinuation of power supply, court order or governmental interference, civil commotion, riot, war, strike, labor disturbances, transportation difficulties or labor shortages.

      10.3 Notice. All notice and other communications required or permitted to be given under this Agreement must be in writing and will be effective when delivered personally, via overnight courier, or sent by facsimile later confirmed by overnight courier, or sent by registered mail, postage prepaid and addressed to the parties at their respective addresses set forth in the first paragraph of this Agreement, or at any new address or addresses subsequently designated in writing by either party to the other.

      10.5 Severability of Agreement Provisions. It is the desire and intent of the parties that the provisions contained in this Agreement shall be enforceable to the fullest extent permitted by law. The invalidity and/or unenforceability in whole or in part of any provision of this Agreement shall not render invalid or unenforceable any other provision of this Agreement, which instead will remain in full force and effect.

      10.6 Entire Agreement. This Agreement constitutes the entire understanding between the parties regarding to specific subject matter covered herein. This Agreement supersedes any and all prior written or verbal contracts or understandings between the parties hereto and neither party shall be bound by any statements or representations made by either party not embodied in this Agreement. No provisions herein contained shall be waived, modified or altered, except by an instrument in writing, duly executed by the parties hereto.

      10.7 Governing Law; Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule whether such provision or rule is that of the State of New York or any other jurisdiction.

      10.8 Dispute Resolution. Disputes arising in connection with this Agreement shall be resolved as follows:

      (a) General Intent. The parties intend that all problems and disputes relating to this Agreement or arising from the transactions contemplated hereby (Disputes) shall be resolved through the procedures of this Section 10.8; provided, however, that neither party shall be under any obligation to proceed in accordance with this Section 10.8 with respect to Disputes concerning any alleged breach of Article V of this Agreement, as to which a party may take any legal action in a court of law or equity (without the necessity of posting any bond) to assert or enforce a claim that it has against the other party under this Agreement. The procedures in this Section 10.8 shall not replace or supersede any other remedy to which a party is entitled under this Agreement or under applicable law.

      (b) Informal Resolution Efforts. The parties shall initially attempt to resolve Disputes through informal negotiations conducted by the Primary Coordinator of Wildform and Primary Coordinator of On2.

      (c) Mediation. If a Dispute cannot be resolved under Subsection 10.8(b) above, the Dispute shall be submitted to mediation by written notice of the party seeking mediation to the other party. In the mediation process, the parties shall attempt in good faith to resolve their differences voluntarily with the aid of an impartial mediator, who will attempt to facilitate negotiations. The mediator shall be selected by agreement of the parties. If the parties cannot agree on a mediator, the American Arbitration Association or JAMS shall designate a mediator at the request of either party. Any mediator so designated must be acceptable to both parties. The mediation shall be confidential, and the mediator may not testify for either party in any later proceeding relating to the Dispute. Each party shall bear its own costs in the mediation. The fees and expenses of the mediator shall be shared equally by the parties.

      (d) Court Actions. If the parties cannot resolve a Dispute through mediation pursuant to Subsection 10.8(c) above, either party may seek further redress by taking legal action in a court of law or equity to assert or enforce a claim that it has against the other party under this Agreement. The parties agree that any legal action, suit or proceeding arising out of or relating to





this Agreement or the transactions contemplated hereby shall be instituted by a party in a Federal or state court sitting in the jurisdiction and venue of the other party, which shall be the exclusive jurisdiction and venue of said legal proceedings and each party hereto waives any objection which such party may now or hereafter have to the laying of venue of any such action, suit or proceeding, and irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against such party (or the subsidiary of such party) when transmitted in accordance with Section 10.8. Nothing contained herein shall be deemed to affect the right of any party hereto to serve process in any manner permitted by law.

      10.9 No Implied Waivers. No delay or omission by either party to exercise its rights and remedies in connection with the breach or default of the other shall operate as or be construed as a waiver of such rights or remedies as to any subsequent breach.

      10.10 Counterparts. This Agreement may be executed in any number of counterparts, but all counterparts hereof shall together constitute but one agreement.

      10.11 Assignment. Neither party will have the right to assign, pledge or transfer all or any part of this Agreement without the prior written consent of the other, and any such purported assignment, pledge or transfer by a party without such prior written consent shall be void ab initio; provided, however, that either party may assign all or part of its rights and obligations under this Agreement in connection with a Change of Control (as defined in the Asset Purchase Agreement). In the event of an assignment pursuant to the proviso contained in the preceding sentence, the surviving entity shall be bound to this Agreement in place of such assigning party and this Agreement shall inure to the benefit of such surviving entity.

      10.12 Capacity. Each party represents one to the other that it is under no incapacity to enter into or perform this Agreement and that each person signing this Agreement on its behalf has the authority to do so, and each shall never otherwise assert.

      10.13 Captions, Gender and Number. The captions appearing in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope and intent of this Agreement or any of the provisions hereof.

      10.14 UN Convention Does Not Apply. The United Nations Convention on Contracts for the Sale of Goods shall not apply to this Agreement and any products and/or services provided pursuant thereto.

      IN WITNESS WHEREOF, the parties hereto have caused this Transition Services Agreement to be executed the Effective Date.

On2 Technologies, Inc                          Wildform, Inc.

By:                                            By:     ---------------------------------              ----------------------------- Name:                                          Name: Title:                                         Title:

                                    Exhibit A

                               Transition Services

1. Program Errors. On2 shall promptly report to Wildform any Program Errors accompanied by documentary evidence in a mutually agreeable form that permits the defect or error to be reproduced. During the first twelve (12) months of the Term, Wildform shall use commercially reasonable efforts to correct Program Errors within the response times set forth below. For purposes of the response times set forth below a Serious Program Error shall be defined as a Program Error that (a) causes the Deliverables to crash (malfunction), or (b) substantially degrades the performance, usability or appearance of the Deliverables. A Minor Program Error shall be defined as a bug that causes a less than substantial degradation in the performance, usability or appearance of the Deliverables.

Program Error        Response                           Correction -------------        --------                           ----------

Serious              Within 1 business day              Within 8 business days

Minor                Within 4 business days             Within 15 business days

Failure by Wildform to provide a correction for a Program Error within the specified period shall not be deemed a breach of this Agreement provided that Wildform has used commercially reasonable efforts to correct such Program Error.

Wildform shall not be required to provide corrections for defects in or conflicts with products developed by other companies, including On2, Macromedia and Microsoft provided that such defect or conflict cannot reasonably be corrected except through modification of the product of such other companies. If a Deliverable, including the Macromedia Flash Player that is shipped with the Deliverable, does not exhibit the Program Error, then no Program Error shall be deemed to exist.

2. Deliverable Support During the first twelve (12) months of the Term, Wildform





will provide On2 with reasonable technical support for the Deliverables via phone and email during Wildform's normal business hours with respect to the following:

      o     Train On2 personnel in the way the code works.

      o     Train On2 personnel in how the software is designed, maintained and             compiled.

      o     Provide ongoing support during the 12-month term for On2's further             development and integration.

The foregoing obligations of Wildform shall be limited to a maximum of forty (40) hours, or up to a maximum of two hundred twenty (220) emails, whichever accumulates first.

3. Customer Technical Support email During the first twelve (12) months of the Term, Wildform will provide On2 via email during Wildform's normal business hours reasonable technical support for customer technical support questions received by On2 as follows:

      o     During the first thirty (30) days of the Term, Wildform will             continue to respond to customer technical support email questions             via email. The foregoing support will be provided as follows: (i)             customer shall be directed to send technical support emails will be             sent to On2; (ii) On2 shall forward such emails to Wildform; (iii)             Wildform shall respond to On2 within 24 hours, except for holidays             and weekends; and (iv) On2 will, in turn, respond to the customer.

      o     For the remaining eleven (11) months of the Term, On2 may send             customer technical support inquiries via email to Wildform and             Wildform shall respond within 48 hours, except for holidays and             weekends.

      o     During the first twelve (12) months of the Term, Wildform agrees to             forward to On2 Flix related customer technical support emails             received by Wildform from customers who have purchased the software             from On2 after the Closing. Failure by Wildform to forward these             emails shall not be deemed to be a breach of this Agreement.

The foregoing obligations of Wildform, following the initial thirty (30) day period, shall be limited to a maximum of thirty (30) hours, or up to a maximum of two hundred (200) emails, whichever accumulates first.

4. Customer Pre-Purchase Inquiries During the first twelve (12) months of the Term, Wildform will provide On2 via email during Wildform's normal business hours reasonable technical support for customer pre-purchase inquiries received by On2, including the following:

      o     During the first thirty (30) days of the Term, Wildform will respond             to customer pre-purchase email inquiries. The foregoing support will             be provided as follows: (i) customer shall be directed to send             technical support emails will be sent to On2; (ii) On2 shall forward             such emails to Wildform; (iii) Wildform shall respond to On2 within             24 hours, except for holidays and weekends; and (iv) On2 will, in             turn, respond to the customer.

      o     For the remaining eleven (11) months of the Term, On2 may send             customer pre-purchase inquiries via email to Wildform and Wildform             shall respond within 48 hours, except for holidays and weekends.

The foregoing obligations of Wildform, following the initial 30 day period, shall be limited to a maximum of twenty (20) hours, or up to a maximum of one hundred twenty five (125) emails, whichever accumulates first.

5. PR & Marketing During the first twelve (12) months of the Term (except as expressly noted below), Wildform will provide On2, via phone and email during Wildform's normal business hours, reasonable marketing support for the following:

      i)    Guide the execution of the On2 Flash 8 Flix product launch:

            a.    Provide On2 with the press list for approximately 300 leading                   tech publications and press, as well as Flash and video                   evangelists and web sites to publish news of launch and/or do                   product reviews. On2 shall contact these people directly.

            b.    Assist On2 with doing follow up contact with press to ensure                   maximum press coverage, and issue review copies of software                   with Wildform's assistance.

            c.    Write first draft press releases for product releases. (All                   subsequent drafts shall be written by On2, with Wildform                   providing input as requested on subsequent drafts.)

            d.    Create digital banners, buttons and product screenshots (based                   on existing Flix artwork) announcing On2's next version of                   Flix for distribution to sites, and press that request them.                   Such digital banners shall be based on the existing artwork                   used by Wildform in the marketing of the Flix product line.                   Wildform shall not be responsible for creating any new logos,                   or other artwork requested by On2 which Wildform does not





                  already possess. Any additional expenses for additional logos                   or artwork shall be borne by On2.

      ii)   Wildform will provide the following marketing and promotion of the             new Flix products:

            a.    Within 10 business days of closing publish one (1) issue of                   the Wildform newsletter featuring the news of On2's purchase                   of Wildform's Flix assets and instructions to Wildform                   customers on how and where to buy the new On2 Flix products.                   On2 shall provide the text for these mailings up to 150 words,                   subject to Wildform's approval, not to be unreasonably                   withheld.

            b.    Announce in one (1) issue of the Wildform newsletter the                   launch of On2's next version of Flix with introductory upgrade                   offer to Wildform customers per approval of On2's marketing                   department. This issue will come out after the release of Flix                   5 with Flash 8 codec. On2 shall provide the text for these                   mailings up to 150 words, subject to Wildform's approval, not                   to be unreasonably withheld.

            c.    On2 Flix advertisement in 2 consecutive issues of Wildform's                   newsletter. On2 shall provide the text for these mailings up                   to 150 words, subject to Wildform's approval, not to be                   unreasonably withheld.

            d.    In addition to a.-c. above, two (2) dedicated On2 branded                   mailings during the 12 months following closing to Wildform                   Flix customers who have opted to receive email from Wildform.                   On2 shall provide the text for these mailings up to 150 words,                   subject to Wildform's approval, not to be unreasonably                   withheld.

            e.    In the event that Flash 8 is released later than 11 months                   following closing and the release of the On2 version of Flix                   is delayed as a result of this, Wildform will do the dedicated                   mailings and newsletter promotions after the 12 month period                   for no additional fee, provided that Wildform will have no                   obligation to do any mailings or promotions later than 18                   months following closing.

            f.    Wildform represents that as of April 1, 2005, its newsletter                   list consists of approximately seventy thousand (70,000)&bbsp;email                   addresses.

      ii)   Wildform will perform the following marketing services for On2:

            a.    Search Engine Optimization -Assist On2 personnel in optimizing                   the newly updated Flix product pages based on current                   keywords. - Assist On2 personnel with initial submission of                   new product pages to search engines.

            b.    Google AdWords sponsored links program

                  o     Delivery of sponsored links advertising data history for                         Flix, including keywords, and knowledge of how to best                         manage the paid links as well as providing the current                         most effective keywords for selling Flix via Google                         AdWords.

            c.    Bring On2 Marketing people up to speed on Internet marketing                   for Flix:

                  - How to best to attract traffic to the Flix web site.

                  - Strategies for up-selling to current Flix customers.

                  - How to optimize site for search engines

                  - How to manage sponsored links

                  - Strategies for online advertising and marketing

                  - How to market to Flix customers via a newsletter.

                  - How to run a newsletter.

It shall be On2's responsibility and On2 shall ensure that On2 has personnel capable of understanding and executing software marketing.

The foregoing obligations of Wildform shall be limited to a maximum of forty five (45) hours, or up to a maximum of three hundred (300) emails, whichever accumulates first.

6. Wildform will establish and maintain the following presence on www.wildform.com site (18-month Time Period):

a) During first 30 days following closing:

*     Conversion of www.wildform.com/flix, the Flix main page, to explain On2's       purchase of Flix, with links to On2's site (e.g. On2's main Flix       information page, and shopping cart) as well as explanation to current       Wildform Flix on how to download their license and get continued support.





*     Link to www.wildform.com/flix in the well of Wildform's front page no       smaller than 150x75 pixels

*     Link to www.wildform.com/flix in the product drop down menu of main       navigation bar.

*     Link to www.wildform.com/flix in the main product navigation menu

*     Link to www.wildform.com/flix on www.wildform.com/products

*     Link to www.wildform.com/flix on www.wildform.com/demos

      b) For first 90 days after closing:

*     Link to www.wildform.com/flix in the product drop down menu of main       navigation bar. Should Wildform cease to use drop-down menus this may be       removed without penalty provided that a link to the Flix product will be       included in the Wildform product navigation that replaces the old version.

*     Link to www.wildform.com/flix in the main product navigation menu. Should       Wildform cease to use main product navigation menus this may be removed       without penalty provided that a link to the Flix product page will be       included in the Wildform product navigation that replaces the old version.       .

*     Continued presence of www.wildform.com/flix, the Flix main page, to       explain&bbsp;On2's purchase of Flix, with links to On2's site (e.g. On2's main       Flix information page, and shopping cart).

      c) Months 4-12 after closing:

*     Link to www.wildform.com/flix in the product drop down menu of main       navigation bar. Should Wildform cease to use drop-down menus Wildform may       substitute a link to www.wildform.com/flix in the main product navigation       menu. Should Wildform cease to use main product navigation menus this may       be removed without penalty provided that a link to the Flix product page       will be included in the Wildform product navigation that replaces the old       version.

*     Continued presence of www.wildform.com/flix, the Flix main page, to       explain On2's purchase of Flix, with links to On2's site (e.g. On2's main       Flix information page, and shopping cart).

      d) Months 13-18:

*     Continued presence of www.wildform.com/flix, the Flix main page, to       explain On2's purchase of Flix, with links to On2's site (e.g. On2's main       Flix information page, and shopping cart).

7. Website front end

      a.    Wildform will deliver the following:

            -All  relevant Flix product web pages (approximately 25) and                   content, including product pages, sample videos and faq's                   (based on existing artwork).

            -All  Flix digital graphics including existing Flix sample videos,                   logos, banners, buttons, screenshots and other Flix-related                   artwork (based on existing artwork).

            -All  Wildform Flix tutorials (approximately 35) for On2's                   non-exclusive use. Should any tutorial author request that On2                   remove the tutorial from On2's website, On2 shall comply with                   such request.

            -All  of the following additional resource sections of Wildform's                   site: Wildform in advertising, Wildform in CDRoms, and                   Wildform in Email for On2's nonexclusive use.

      b.    Wildform will provide On2, via phone and email during Wildform's             normal business hours, reasonable support for the website front end             deliverables.

It shall be On2's responsibility and On2 shall ensure that On2 has personnel capable of understanding, supporting and maintaining websites and all website materials provided by Wildform.

8. Website Back End

      a.    Wildform will deliver the following pursuant to the Asset Purchase             Agreement, which shall govern On2's use of the following:

            -     shopping cart system and pages.

            -     affiliate system, which includes ability to add affiliates,                   and track affiliate sales.

            -     promotion code system that lets you create and track                   promotions.

            -     administrative system that handles:





                  o     software license generation

                  o     automated customer emails

            -     ecommerce transactions

            -     banned email address check

            -     credit card hash check

            -     Whois queries.

            -     Ability to generate free licenses of Flix

            -     Ability to search through all issued licenses

            -     Serial code generator

            -     Ability to issue invoices

            -     Ability to automatically email customers once they install a                   demo of Flix

            -     E-commerce fraud detection tips

            -     Email list of over 22,000 email addresses from free email                   providers and bad customers

Wildform shall deliver the website front end and website back end electronically. Ensuring that the website works with On2's own merchant account and databases shall be On2's responsibility and On2 shall ensure that On2 has personnel capable of handling this transition.

During the first twelve (12) months of the Term, Wildform will provide On2, via phone and email during Wildform's normal business hours, reasonable support for the website front end deliverables. The foregoing obligations of Wildform, shall be limited to a maximum of forty (40) hours, or up to a maximum of two hundred twenty (220) emails, whichever accumulates first.

Wildform shall deliver the deliverables listed in paragraphs 7 and 8 of this exhibit and shall provide reasonable support for On2's use of these deliverables. However, it is On2's responsibility to ensure that On2 has personnel capable of handling this transition with all requisite skillsets including C++ programming, Linux, PHP, MYSQL, HTML etc. It is not Wildform's responsibility to instruct On2 staff in the basic functioning of computer systems and languages, nor is it Wildform's responsibility to maintain the deliverables once they have been delivered, except as specifically set forth herein.

In the event that Flash 8 is released later than 11 months following closing and the release of the On2 version of Flix is delayed as a result of this On2 can elect to have Wildform perform whatever PR and marketing services cannot be performed until immediately prior to the launch of the On2 version of Flix (other than the above referenced marketing emails and reduced website presence that Wildform will provide at no additional cost) for a one-time cash payment of $100,000, provided, however that Wildform shall have no obligation to perform any services beyond the 18 month anniversary of the closing.

                                    Exhibit B

                                  Deliverables

A. Deliverable #1 (source code for each to be delivered electronically after the Closing Date, subject to payment of the Closing Payment.):

o     Flix Pro 4 for Windows:

o     Flix Pro 4 for Windows Demo:

o     Flix Pro 3 for Mac:

o     Flix Pro 3 for Mac Demo:

o     Flix Engine 3.5 for Windows:

o     Flix Engine 3.5 for Windows Demo:

o     Flix Exporter 4 for Windows (including Flix FLV player):

o     Flix Exporter 4 for Windows Demo (including Flix FLV player):

o     Flix Exporter 4 for Mac (including Flix FLV player):

o     Flix Exporter 4 for Mac Demo (including Flix FLV player):

o     Flix Lite 3 for Windows:

o     Flix Lite 3 for Windows Demo:

o     Flix Lite 3 for Mac:





o     Flix Lite 3 for Mac Demo:

o     Flix Pro Power Players

B. Deliverable #2 (source code for each to be delivered according to the following schedule (the start date shall be after On2 has delivered to Wildform the new Flash 8 video codec with the required Flash 8 player and player specification (the Flash 8 Materials). The Deliverables shall be provided to On2 in electronic form and in the order shown below.

     o     Flix Pro Power Players            Change branding from Wildform to On2.            Delivery within 10 days.

     o     Flix Pro 5 for Windows            Which shall be comprised of Flix Pro 4 for Windows with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 30 days.

     o     Flix Pro 5 for Windows Demo            Which shall be comprised of Flix Pro 4 for Windows Demo with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 30 days.

     o     Flix Engine 5 for Windows            Which shall be comprised of Flix Engine 3.5 for Windows with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 60 days.

     o     Flix Engine 5 for Windows Demo            Which shall be comprised of Flix Engine 3.5 for Windows Demo with the            On2 branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 60 days.

     o     Flix Pro 5 for Mac            Which shall be comprised of Flix Pro 3 for Mac with the On2 branding            and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 90 days.

     o     Flix Pro 5 for Mac Demo            Which shall be comprised of Flix Pro 3 for Mac Demo with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 90 days.

     o     Flix Exporter 5 for Windows (including Flix FLV player)            Which shall be comprised of Flix Exporter 4 for Windows with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 90 days.

     o     Flix Exporter 5 for Windows Demo (including Flix FLV player)            Which shall be comprised of Flix Exporter 4 for Windows Demo with the            On2 branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 90 days.

     o     Flix Exporter 5 for Mac (including Flix FLV player)            Which shall be comprised of Flix Exporter 4 for Mac with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 120 days.

     o     Flix Exporter 5 for Mac Demo (including Flix FLV player)            Which shall be comprised of Flix Exporter 4 for Mac Demo with the On2            branding and addition of the new On2 Flash 8 codec. Update help file.            Change branding from Wildform to On2.            Delivery within 120 days.

     o     Flix Lite 5 for Windows            Which shall be comprised of Flix Lite 3 for Windows with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 120 days.

     o     Flix Lite 5 for Windows Demo            Which shall be comprised of Flix Lite 3 for Windows Demo with the On2





           branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 120 days.

     o     Flix Lite 5 for Mac            Which shall be comprised of Flix Lite 3 for Mac with the addition of            the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 150 days.

     o     Flix Lite 5 for Mac Demo            Which shall be comprised of Flix Lite 3 for Mac Demo with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            . Delivery within 150 days.

Aside from the addition of the On2 Flash 8 codec, no other features shall be added to the above listed Deliverables.

Delayed delivery by Wildform of the above listed Deliverables shall not be considered a violation of this Agreement, provided that Wildform has worked in good faith to provide the Deliverables in a timely fashion, provided however,

that failure to deliver (a) the Flix Pro Windows Deliverables prior to the 91-day anniversary of delivery of the Flash 8 Materials to Wildform or (ii) all of the Deliverables prior to the 270-day anniversary of the delivery of the Flash 8 Materials to Wildform, shall be considered a violation of this Agreement..

It shall be On2's responsibility and On2 shall ensure that On2 has personnel capable of understanding, supporting and maintaining the software source code provided by Wildform pursuant to Deliverables #1 and #2. 
Question: Highlight the parts (if any) of this contract related to Ip Ownership Assignment that should be reviewed by a lawyer. Details: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?
Example Output: The Incorporated Technology Works shall be the sole property of On2, and all right, title and interest therein shall vest solely in On2 and shall be deemed to be a work made for hire.

Example Input: Exhibit 10.43

This is a translation of the original Chinese text

Contract No.: 151315UD0081

Cooperation Agreement

Party A: Beike Internet (Beijing) Security Technology Co., Ltd.

Party B: Baidu Online Network Technology (Beijing) Co., Ltd.

April 2013   1





This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People's Republic of China (hereinafter referred to as PRC):

Party A: Beike Internet Security Technology Co., Ltd.

Address: Room 2101, 12/F, Fuxing International Center, No.237, North Chaoyang Road, Chaoyang District, Beijing.

Attention:

Tel:

E-mail:

Postcode:

Bank account:

Account No.:

Party B: Baidu Online Network Technology (Beijing) Co., Ltd.

Address: No.10, Shangdi Shi Jie, Haidian District, Beijing

Attention:

Tel:

E-mail:

Postcode:

Whereas,

1. Party A owns the Kingsoft internet site navigation website and the Cheetah Brower software (hereinafter referred to as Party A's Product). Website: 123.duba.net and www.duba.com. Party A has opened an account with Baidu Union website (http://union.baidu.com) and the account name is   (translation: Kingsoft Cheetah) and ksbrowser and is willing to comply with the terms of Baidu Union Membership Registration Agreement (http://union.baidu.com/regAgreement.html).

2. Party B is a leading network technology company in the field of search engine.

3. The parties wish to collaborate with each other leveraging their respective strengths.

Therefore, the parties agree:   2





Chapter 1 Definitions and Interpretations

1.1 Definitions

Except as otherwise defined in the context hereof, the terms shall have the following designated meanings:

  1.1.1 PRC Laws: means any present and future promulgated laws, regulations, decrees and binding policies in PRC.

  1.1.2 Trade Secrets: means any technology, financial, business or any other information owned by either party and / or its subsidiary oraffiliate and protected as trade secrets.

  1.1.3 Effective Date: means the date on which this agreement is executed.



1.1.4 Force Majeure: means any event which is not reasonably controllable, foreseeable or avoidable even if foreseeable by the parties, which makes it impossible for either party to perform the whole or part of its obligations pursuant to this Agreement. Such event includes without limitation governmental actions, earthquakes, typhoon, flood, fire or any other natural disaster, wars or any other similar event. In respect of the special nature of the internet, Force Majeure also includes the following events which influence the normal operation of the internet: 1) hacker attacks; 2) material influence of the technical adjustments of the telecommunications department except for losses of one party resulting from its own mismanagement; 3) temporary suspension caused by governmental control, except for the governmental control on one party resulting from its own misconduct; 4) virus attacks.

  1.1.5 Baidu website: means www.baidu.com.

  1.1.6 Cooperation Term: means the term set forth in Chapter 3 hereof.

  1.1.7 Actual revenues: means the revenues payable by Party B to Party A based on the amount of search traffic generated by Party A's website for Party B, less Party B's related costs and legal taxes and charges. The search traffic generated by Party A for Party B, which forms the basis for calculating the actual revenues, shall be determined by Party B based on its statistical data.

1.2 Interpretations

1.2.1 The date hereof shall mean the calendar day, the business day hereof shall mean the work day other than public holidays in PRC, and the month hereof shall mean the calendar month.   3





1.2.2 The headings hereof is for inference only and shall not otherwise affect the meaning and construction of any other part of this Agreement.

1.2.3 If needed in the context, use of plurals shall include its singulars, and vice versa.

1.2.4 All references to chapters, provisions and paragraphs shall mean the chapters, provisions and paragraphs herein.

Chapter 2 Representations and Warranties

2.1 Legal Status

Either party represents and warrants from the date hereof:

2.1.1 It has the qualification to conduct the transaction hereunder and such transaction is in compliance with the business scope;

2.1.2 It is eligible to enter into this Agreement and perform the obligations hereunder.

2.1.3 Its authorized representative has adequate authorization to execute this Agreement on its behalf (a copy of the authorization letter shall be delivered to the other party for record).

2.1.4 To its knowledge, it has disclosed all documents which may have a material adverse impact on its performance of obligations hereunder which are issued by the governmental agencies in the registered place or business place and known to it; and it is not the subject of any insolvency, dissolution or bankruptcy procedures.

2.2 Legal Effect

2.2.1 From the Effective Date, this Agreement is legally binding on each party.

2.2.2 Either Party warrants that the execution and performance hereof as well as the business transactions contemplated hereof will not violate any PRC Laws in any respects.

Chapter 3 Cooperation Term

3.1 Cooperation Term

The Cooperation Term of the parties shall be two years from May 1, 2013 to April 30, 2015. One month prior to the expiry of the Cooperation Term, the parties may further negotiate the cooperation forms, if fails, this Agreement will be terminated upon expiry.

  3.1.1 This Agreement is effective on the day of May 1, 2013 and the effective term is the same as the Cooperation Term. The contracts of which the Parry A contract No. are KIS-Y-BJ120195 and KIS-Y-BJ120196 (Party B contract No. are 151215UD0118, 151215UD0119) are terminated on April 30, 2013.   4





Chapter 4 Liabilities of the Parties

4.1 Details of Cooperation

The parties use their respective strengths to cooperate on internet searches, and during the effective Cooperation Term, the parties are collaborative partners. The parties have complementary advantages in the aspects of information usage, promotion, marketing, technical support and services, and now form a strategic alliance to develop their respective businesses.

4.2 Party A's Obligations



4.2.1 Party A imports the search results provided by Party B to the search function in the Party A's Product by connecting its Product to the technical port provided by Party B. Party A shall also cooperate with Party B to market Baidu promotion services through the use of search engine. In other words, it is a technical service in which Party B displays the website of Party B's clients on the relevant page of Baidu website and/or on the pages and / or interfaces of any other Baidu union members.



4.2.2 Party A will display Party B's search engine box in the first screen of the homepage of Kingsoft Navigation website, and imports the search results provided by Party B to the search function in the Party A's Product by connecting its Product to the technical port provided by Party B. Party A shall also cooperate with Party B to market Baidu promotion services through the use of search engine. In other words, it is a technical service in which Party B displays the website of Party B's clients on the relevant page of Baidu website and/or on the pages and/or interfaces of any other Baidu union members. The form of search engine box is attached as Annex 2. Without Party B's confirmation in writing or via email, Party A shall not change the form, or otherwise Party A will be deemed to breach this Agreement.



4.2.3 Party A shall not put the Party B's search engine service on any other website, or change the codes which are used to import the search engine service of Party B. Party A's website(s) that correspond to Party B's codes are set forth in Annex 2. If Party A needs to add any website(s) or change the codes, it shall obtain the confirmation from Party B in writing or via email, or otherwise Party A will be deemed to breach this Agreement.

  4.2.4 When Party A promotes websites by means of software installation, Party A needs to determine the homepage of the software users' browsers. In the event that the homepage of the software users' browsers is *.baidu.com or *.hao123.com, Party A shall not change the homepage of the users' browsers by means of the software being installed.   5





  4.2.5 During the cooperation between the parties, Party A agrees not to enter into any form of cooperation with Qihoo 360, unless PartyA needs such cooperation with Qihoo 360 for business or technology and Party B has provided its prior consent.



4.2.6 Party A covenants that during the Cooperation Term, it will list Party B's search engine service as one of its search engine services, of which Cheetah Browser will list Party B's search engine service as the default search engine service. In the event that Party A breaches this covenant, Party B shall have the right to terminate this Agreement at any time and shall not pay any share of profits to Party A.

  4.2.7 During the cooperation, Party A shall form a team composed of specialized personnel to carry out the related work so as to ensurethe smooth cooperation between the parties.

  4.2.8 Party A shall not change the related functions and contents inherent to Party B's search engine box. If a change is necessray,consent shall first be obtained from Party B.

  4.2.9 Party A shall not assign to any third party the functions and contents used in the website column(s) that are made the subject matter of this cooperation agreement. In addition, Party A shall not use the functions and information provided by Party B to carry out any commercial activities.



4.2.10 Party A undertakes to comply with the Business Cooperation Standard of Baidu Union published in http://union.baidu.com/regAgreement.html (see Annex 3), or otherwise Party A will be deemed to breach this Agreement. Party A also agrees to participate in the Blue Sky 365 Action Plan and comply with Blue Sky 365 Action Plan Regulations (see Annex 4).



4.2.11 Party A warrants that it legally owns or otherwise holds the valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party A's technology or intellectual property shall be handled by Party A; any losses and costs of Party B resulting from the deficiency of Party A's services or products shall be borne by Party A. Party B has the discretion to terminate this Agreement from time to time in the event that (i) Party A has no legal right in respect of the services or products provided or, (ii) the services or products provided by Party A lead to any legal dispute or proceedings with third parties.   6





4.3 Party B's Obligations

  4.3.1 Upon the effectiveness of this Agreement, Party B shall form a team composed of specialized personnel to carry out for the relatedwork so as to ensure the smooth cooperation between the parties.

  4.3.2 Party B shall not publish any contents other than agreed hereof in the Party A's website column(s) that are made the subject matter of this cooperation agreement. In the event that Party B breaches this covenant, Party A has the right to terminate this Agreement at any time and require Party B to pay 30% of Party A's share of revenues as liquidated damages.



4.3.3 Party B will provide to Party A an account which will timely return the visiting traffic data for Party A's easy inquiry. At the same time, Party B ensures the completion, accuracy and truth of the visiting traffic data. If Party A finds the visiting traffic data abnormal, Party B shall issue a written explanation, and the actual revenues generated from the questionable traffic shall not be settled until there was a final confirmation.



4.3.4 Party B warrants that it legally owns or otherwise holds a valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party B's technology or intellectual property shall be handled by Party B; any losses and costs of Party A resulting from the deficiency of Party B's services or products shall be borne by Party B.



4.3.5 Party B has the right to penalize any acts of Party A , in whatever form, carried out in contravention with Party B's union cooperation policies. The penalties may include =the immediate suspension of Party A's account, termination of this Agreement, and taking any applicable civil or criminal remedial actions against fraud and any other legal causes. Party B shall have the right to final interpretation of this provision.



4.3.6 Party B retains the right to adjust the public price of the service and the service content, including but not limited to adding or reducing the service items, and raising or lowering the prices. In the event that Party B wishes to carry on such adjustment, it shall notify Party A in writing two weeks in advance. If Party A objects to such adjustment, it has the right to notify Party B to terminate this Agreement in writing within 2 weeks upon receipt of the notification. Within 3 working days upon termination of this Agreement, Party B shall settle with Party A. Failure to exercise such termination right is deemed that Party A agrees the adjustment of Party B.

  4.3.7 With respect to the cooperation hereof, Party B has the discretion to assign to its affiliates all or part of its obligations hereunder without breaching this agreement. Party B's affiliates mean Party B's parent companies at different levels as well as the companies, owned or controlled, directly or indirectly, by the Party B's parent companies at different levels.   7





4.4 Exemption of Liabilities With Respect to the Search Engine (by Party B)

See Annex 1. The Parties agree that the exemption of liabilities in the annex is applicable to the transactions hereunder. Within the scope of exemption clause, Party B and its affiliates are not liable for any compensation or any other liabilities.

Chapter 5 Information Content Cooperation

5.1 The parties shall arrange an employee to be responsible for the coordination work so as to ensure the regular update and maintenance.

5.2 Fees

  5.2.1 The parties will not charge each other any fees for the shared information content. Unless otherwise agreed hereof, the feesincurred shall be borne by each party respectively.

  5.2.2 The Actual Revenues of the parties arising from the Baidu promotion services in the search results pages shall be dividedproportionately, and Party A shall bear the taxes payable on its own share of revenues:

  (1) The address bar, search bar, homepage/blank page of Cheetah Browser shall use Baidu Search as default search engineservice;

  (2) The default traffic shall mean the default traffic of the website address site and the traffic of the Cheetah Browser;

  (3) The monthly average daily non-default traffic shall not exceed the default traffic. If it does, then the traffic in excess willnot form part of the basis for calculating the share of revenues;

  (4) If the default traffic is lower than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;

  (5) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;

  (6) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;   8





  (7) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;

  (8) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%; and

  (9) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%.

If Party A objects to the Party B's revenue-sharing policy, it may terminate this Agreement. In the event that Party A continues to receive its share of revenues, it shall be deemed that Party A agrees with Party B's revenue-sharing. Party A shall bear the taxes payable on its own share of revenues.



5.2.3 Party B confirms the share of revenues of the preceding month payable to Party A on the first day of each calendar month (hereinafter referred to as (the Reference Date, and postponed in the event of public holidays) according to the above Article 5.2.2. Upon the confirmation of the share of revenues of such month, it shall not be adjusted, unless there is sufficient proof evidencing the statistics is not correct.

  5.2.4 The financial settlement between the parties will be carried out monthly.

Party A provides the invoice of the share of revenues in the preceding month within the first 5 working days in each month in advance, Party B warrants to pay the share of revenues to Party A prior to the 20t h day of each month (postponed in the event of public holidays) according to Article 4.1 hereof. In the event that Party A objects the payment from Party B, it shall propose within the first 5 working days in each month in writing, or it will be deemed as no objection. Party B shall review within three working days upon receipt of Party A's written objection and notify the results thereof to Party A.

  5.2.5 After the effectiveness of this Agreement, in the event that the share of revenues payable to Party A in the preceding month is less than RMB 100, then it will be carried forward to the next month automatically and settled together according to the preceding provisions.

Chapter 6 License

6.1 The search results provided by Party B and the intellectual property of any related technology shall be owned by Party B, without authorization, Party A shall not amend, deduct, split or reverse Party B's technologies and programs. Party A shall not obtain the source codes of the programs of Party B with any methods. Without authorization, Party A shall not apply the service provided by Party B for other usage.

6.2  baidu and   are all registered trademarks of Party B. During the cooperation, if Party A has to use Party B's trademarks, it shall obtain Party B's prior written consent. Nevertheless, if this Agreement is terminated or either party rescinds this Agreement, Party A shall no longer use   baidu,   and any other registered trademarks of Party B in its product page and promotions of all kinds.   9





Chapter 7 Confidentiality

7.1 Any and all information acquired by the parties and their employees due to the execution or performance of this Agreement, including without limitation the scientific, business or internal information relating to technology, finance, marketing or management shall be the confidential information of the parties and their proprietary properties.

7.2 The parties mutually covenant that they will keep each other's confidential information in strict confidence, and will use only for the purpose of this Agreement, shall not use or permit others to use the confidential information or disclose such to any third parties except the following events:

  7.2.1 Upon the written consent of the other party;

  7.2.2 As according to the orders or requirements of the competent courts, any governmental agencies or administrative agencies;

  7.2.3 Such information becomes known to the public not for any deliberation, recklessness or negligence of either party or its agents,officers or employees;

7.3 The parties are obliged to disclose the confidential information only to the employees necessary to know it and instruct such employees to be responsible for the confidential liability hereunder and be liable to the violation of the confidential liability of the employees.

Chapter 8 Breach

8.1 General Breach

In the event either party breaches its obligations hereunder, the breach party shall immediately suspend its breach upon the receipt of the non-breach party's written notice requiring it to rectify its breach, and pay all the losses to the non-breaching party arising from such breach within ten (10) days. If the breach party continue to carry on the breaching conduct or does not perform its obligations, the non- breaching party shall have the right to terminate this Agreement in addition to the compensation for the breach.   10





8.2 Breach Liabilities

If fault on both parties, they shall bear their respective liabilities according to their actual degree of fault.

Chapter 9 Termination

9.1 Termination Events

This Agreement will be terminated upon any of the following events:

  9.1.1 The Cooperation Term is expired and the parties determine not to renew;

  9.1.2 The non-breaching party terminates this Agreement according to Article 8.1 hereof;

  9.1.3 Either party is under bankruptcy or enters into liquidation or dissolution procedures;

  9.1.4 If the Force Majeure lasts consecutively for thirty (30) days and above, either party may terminate this Agreement by awritten notice according to Article 11.7 and terminate this Agreement on the receipt date as defined herein.

9.2 Matters after the Termination

  9.2.1 Within fifteen (15) days upon the termination of this Agreement, the parties shall delete the links between their websites.

  9.2.2 The termination of this Agreement shall not affect the unsettled payment hereunder or either party's payment obligation andother obligations or rights incurred before the termination.

  9.2.3 Notwithstanding the termination of this Agreement, the obligations set forth in Chapter 7 and Chapter 10 are binding to bothparties.

Chapter 10 Governing Laws and Dispute Resolution

10.1 Governing Laws

The execution, validity, construction, enforcement and the settlement of any disputes herefrom shall be governed by PRC Laws.

10.2 Negotiation and Proceedings

  10.2.1 Any dispute arising from the construction and enforcement of this Agreement shall be settled through friendly consultation ormediation by a neutral third party first.

  10.2.2 If the dispute fails to be resolved within thirty (30) days by such method set forth above, either party shall submit to the court inthe location of Party B.   11





Chapter 11 Miscellaneous

11.1 Waiver

If either party fails to exercise or timely exercise its rights, power or preemptive rights hereunder, it shall not be deemed as a waiver; otherwise, any individual exercise or partially exercise any of its rights, power or preemptive rights shall not prejudice its exercise of such rights, power or preemptive rights thereafter.

11.2 Amendment

This Agreement may only be amended by mutual written agreement by the parties.

11.3 Marketing Supports

On the basis of the parties' acknowledgment, the parties will make and carry on necessary marketing measures to expand the reputation and influence of the parties cooperation.

11.4 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, negotiations and agreements.

11.5 Notice

  11.5.1 Any material notices or written letters between the parties shall be in Chinese and delivered by facsimile, in person(includingcourier) or by registered mail.

  11.5.2 All the notices and letters shall be sent to the address in the preamble hereof unless otherwise notified in writing in advance;



11.5.3 If the notices and letters are sent by facsimile, then the delivery time shall be subject to the actual time displayed in the facsimile record, except that the sending time is after 17:00 pm of such date, or the time of the receiver's location is not a Business Day, then the delivery time shall be the following Business Day of the receiver's time; if sent via e-mail, the delivery time shall be subject to the time when the email enters into the email system designated by the receiver; if sent in person (including courier), it shall be subject to date the receiver's signing for receipt; if sent by registered letter, it shall be subject to the receipt issued by the post office and five (5) Business Days from the date of sending.   12





11.6 Successor

This Agreement is made for the benefit of and equally binding upon the parties and their respective successors and assignees.

11.7 Force Majeure

  11.7.1 In the event of Force Majeure, the affected party shall notify the other party in respect of the nature, incurring date, anticipated lasting time and related details as fastest as reasonably possible and the degree of such event hindering the performance of its obligations of the notifying party hereunder.

  11.7.2 During the consecutive period of the Force Majeure, the affected party shall regularly and timely keep the other party informed of the current status of the Force Majeure, in the event that the Force Majeure ends, it shall notify the other party in writing timely and continue to perform the obligations hereunder.

  11.7.3 The party affected by the Force Majeure may temporarily suspend the performance hereunder until the influence of the Force Majeure is removed after it performs its obligations pursuant to Item 1 and 2 of this Article and need not to bear any breach liabilities; however, it shall use best efforts to conquer such event and minimize its adverse influence.

11.8 Language

This Agreement is made in Chinese and there are two originals which have the same legal effect and each party has one original.

11.9 Unmentioned Matters

Any other matters unmentioned hereof shall be subject to PRC Laws.

11.10 Other Matters

This Agreement is effective from the date of its date of signature and chop, and any other agreement between the parties regarding to matters which are similar to the cooperation contents hereunder shall be terminated automatically. Annexes are integral parts of this Agreement and have the same legal effect as the text hereof.   13





Party A: Beike Internet (Beijing) Security Technology Co., Ltd.

Authorized signatory: /s/ common seal

Title:

Date:

Party B: Baidu Online Network Technology (Beijing) Co., Ltd.

Authorized signatory: /s/ Guolin Ma /s/ common seal

Title:

Date:   14





Annex 1

Search Engine Exemption Clause

1. In addition to service clause indicated by Baidu, Baidu is not responsible for any other accident, negligence, breach, defamation, infringement to copyright or other intellectual property right and the loss occurred thereby (including by virus through download) arising from using search engine and will not undertake any legal liability.

2. Baidu is not responsible for the legality of link and information, product and service obtained from webpages through search engine which are searched automatically in accordance with users' search order, and will not undertake any legal liability.

3. All content of search engine does not represent Baidu's opinion.

4. User shall undertake the risk of using search engine by itself and Baidu will not guarantee in any form, including the result meeting users' requirement, service continuity, safety, accuracy, timeliness and legality of search result. Baidu will not undertake any legal liability for user's failure to normally use Baidu for technology reason such as internet status, communication line and etc.

5. Baidu respects and protects all search service users' personal privacy and their personal information such as registered user name and email address, etc., which will not be disclosed to the third party without user's consent or compulsorily required by law. The keywords used by users in search engine will not be regarded as personal privacy information.

6. Any website shall report to service website or Baidu, or add refusal mark to the webpage in accordance with the Robots Exclusion Protocol, if it does not want to be included by Baidu, otherwise it will be deemed as willing to be included.

7. Any unit or person shall report to Baidu or service website in written timely and provide ID card, ownership certificate and detailed violation evidence if it considers the content through Baidu search service or search link may be suspected of violating its legal right. Baidu will remove such suspected search service or search link as soon as possible after its receipt of legal documents above.   15





Annex 2

1. Display Format

2. Table of Fee-charging Code and Corresponding Website   Fee-charging item   Channel   Display location     Search box on the first page   16





Annex 3

Business Cooperation Standard of Baidu Union

In order to standardize the business cooperation of Baidu Union (hereinafter Union) and maintain the fair and honest order, it is provided for the business cooperation of Union as follows and member of the Union shall comply with this standard strictly to maintain the smooth and healthy development of business cooperation.

[General Rules]

All act which may damage the right of user of Baidu promotion, damage user experience, disturb market cooperation order of the Union, adversely affect Baidu product and business reputation of Baidu, constitute unfair competition against Baidu or violate legal right of Baidu are forbidden by the Union, including but not limited to:

1. Click by itself

Repeat manual search, click by itself, incite others to search or click.

2. Compel to click

Compel user to click to get resource in return; or pop-up window of search result endlessly.

3. Program click

Simulate user's click through program or script, automatically click and search tool, the third party's click or search (such as paid click, auto- browse, clicker, IP click by agent servicer, fault IP click, mutual click and auto-refresh).

4. Illegal promotion

Promote by irregular means such as virus, compulsory first page, compulsory kidnap address bar, search engine cheating, exaggerate times.   17





5. Breach of exclusivity clause

Breach the exclusivity agreement with Baidu to engage in competing business.

6. Mix of competing business

Amend the pattern of the Union product or competing business to mislead users.

7. Other breach

Other act Baidu thought has damaged or may damage the right of user of Baidu, user experience, Baidu brand or business reputation of Baidu, constitutes unfair competition against Baidu or violates other legal right of Baidu.

[Search Promotion Cooperation]

8. Determine keyword

Determine keyword in search frame or direct link to search result page.

9. Amend search result page

9.1 Edit, amend or filtrate any promotion content or information contained in search result or amend the order by any means, or delete, hide or minimize any promotion content or search result, or add any other content to Baidu search result page of browser through software.

9.2 Re-direct the final user from any promotion page or search result page to others, or the promotion page or search result page provided is not the same version with that got by final user through directly visited.

9.3 Beyond the range permitted by this standard, directly or indirectly visit, launch and/or start promotion content or search result through any software, other website or any form other than member website, or combine promotion content or search result into it by other means.

9.4 Store or cache any or part of, copy of, derivative of information of search result through capture, spider, index or any other non-temporary ways.   18





10. Directly use of search result

Directly use any webpage of search result of final user through frame linked or other ways.

11. Breach of release page

11.1 Present business code on any wrong page, register page or thanks page (such as thanks page after user registers on relevant website) or any email, or any webpage or website with any pornographic content, hate mongering content or violence content.

11.2 Release code in non-configured domain name.

12. Induce to click

12.1 Introduce the search result with word such as excellent recommendation, relevant link or welcome to click.

12.2 Put graph of arrow, download instruction or other leading graph to the search result.

12.3 Award user's click.

13. Breach of release number

Release more than three search frames per page.

14. Flow kidnap

14.1 Falsify the charge index by software, plug-in or other ways, kidnap Baidu, hao123 and other Union member's flow.

14.2 Falsify other Union member's first page through any promotion way damaging user experience and other unfair competition.   19





14.3 Amend the first page of Baidu (www.baidu.com) or hao123 (www.hao123.com) set by user in any ways.

14.4 Amend the page of Baidu or hao123 in any ways.

15. Breach of binding with Baidu software

Binding with Baidu software without any indication, install compulsory; add functions other than that of Baidu software or delete original function, re-bind other software without any indication, misleading the act of other software as that of Baidu; set obstacle for user installed Baidu software through member website to uninstall.

[Union Promotion Cooperation]

16. Determine keyword

Stack keywords in webpage content, source code to affect normal theme matching.

17. Amend promotion content

17.1 Re-direct the promotion page clicked by user to others, which is not the same with that got by final user through directly visited.

17.2 Store or cache any part of, copy of, derivative of promotion content through capture, spider, index or any other non-temporary ways.

18. Breach of release page

18.1 Present promotion content on any wrong page, register page or thanks page (such as thanks page after user registers on relevant website) or any email, or popup window, or webpage or website with any pornographic content, hate mongering content or violence content.

18.2 Release theme promotion business on rubbish page with no essence for the purpose of presenting theme.

18.3 Release promotion content in non-configured domain name or software.   20





19. Induce to click

19.1 Introduce the promotion content with word such as excellent recommendation, relevant link or welcome to click.

19.2 Put graph of arrow, download instruction or other or misleading graph to the promotion content.

19.3 Award user's click of promotion content.

19.4 Promotion content is too close to the text or click zone (such as turn-page button, navigation button, video window and etc.) causing void click (recommending not to put the promotion content above or below the turn-page button).

19.5 Pretend the promotion content as the text of page which mix the promotion content with page content.

19.6 Hide or auto-block the window through js or other ways, causing user's failure to see the promotion after click.

19.7 Release code of special zone besides patch promotion, amend code without authorization or patch through special ways.

19.8 Cover, hide any part of theme promotion zone or overlap page content with promotion content.

19.9 Float the promotion content or present in other ways.

20. Breach of release number

20.1 Release more than three product codes of theme description and theme link accumulatively per page. (not include the patch promotion)

20.2 Release more than one code of theme suspension per page besides theme description and theme link, release more than one form of theme suspension (side bar/button/window) per page.

20.3 Release more than one code of patch promotion per playing window, several playing windows on one webpage, more than three codes of patch promotion available.   21





21. Breach of using iframe

Use through amending code or other ways without authorization.

21.1 Use Union's theme suspension product through iframe.

21.2 Use theme description, theme link and patch promotion product through iframe in illegal ways:

21.2.1 Release code of Union promotion business to more than two (including) layers of iframe;

21.2.2 Use more than two (include) business codes through iframe for one time;

21.2.3 Inset more than one iframe unit in one page;

21.2.4 Module presented by iframe is smaller than that used through iframe;

21.2.5 Present promotion content on charged website through non-charged website iframe.

[New Business Cooperation]

22. Breach of release page

Present promotion content on any wrong page, register page or thanks page (such as thanks page after user registers on relevant website) or any email, or webpage or website with any pornographic content, hate mongering content or violence content.

23. Induce

23.1 Introduce the cooperation promotion content with word such as excellent recommendation, relevant link or welcome to click.   22





23.2 Put graph of arrow, download instruction or other leading graph to the cooperation promotion content.

23.3 Put pornographic picture close to cooperation promotion content.

23.4 Award use's install, register, purchase and other act.

23.5 Simulate official website of cooperation promotion client.

24. Breach of release number

Present or release more than three cooperation promotion units per page.

25. Self-lead

Repeat manual install, register, purchase and etc., incite others to install, register, purchase and etc.

If any Union member does any illegal act above, Baidu has the power to punish. Baidu's data for investigating and punishing the Union member's illegal act shall prevail, including but not limited to void click data and flow kidnap data.

Appendix: Process method

Baidu may take one or more measures as follows to process the illegal act:

1. Deduct credit index

2. Deduct accumulated credit

3. Deduct share of revenues

4. Block illegal business

5. Stop sub-account authority

6. Limit register information

7. Expose illegal case   23





Baidu has the right of final explanation for this Business Cooperation Standard of Baidu Union. Baidu may update this Business Cooperation Standard of Baidu Union from time to time and all Baidu Union members are urged to pay continued attention to relevant content to learn and timely comply with the latest regulation.   24





Annex 4

Rules of Blue Sky 365 Plan

Honesty is the basis for long-standing business. We could only make more profit, grow faster with stronger cooperation based on honesty.

Honesty is not only a promise but also an act. Hereby, Baidu Alliance, together with partner, build an alliance circle of honesty and health, a cooperation environment of self-discipline, fairness and honesty and comply with rules as follows strictly:

1. Agree that honesty is the base of alliance development;

2. Cooperate in line with the Business Cooperation Standard of Baidu Alliance strictly;

3. Dose not launch or engage in any illegal act such as click fraud, flow kidnap;

4. Report the illegal information actively and protect honesty;

5. Accept supervision and willing to undertake liability and result of illegal act.

The rules above shall be reflected every day. Let us build the Blue Sky 365 of alliance circle together.   25 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
Example Output: In the event that Party B breaches this covenant, Party A has the right to terminate this Agreement at any time and require Party B to pay 30% of Party A's share of revenues as liquidated damages.

Example Input: Exhibit 10.43

This is a translation of the original Chinese text

Contract No.: 151315UD0081

Cooperation Agreement

Party A: Beike Internet (Beijing) Security Technology Co., Ltd.

Party B: Baidu Online Network Technology (Beijing) Co., Ltd.

April 2013   1





This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People's Republic of China (hereinafter referred to as PRC):

Party A: Beike Internet Security Technology Co., Ltd.

Address: Room 2101, 12/F, Fuxing International Center, No.237, North Chaoyang Road, Chaoyang District, Beijing.

Attention:

Tel:

E-mail:

Postcode:

Bank account:

Account No.:

Party B: Baidu Online Network Technology (Beijing) Co., Ltd.

Address: No.10, Shangdi Shi Jie, Haidian District, Beijing

Attention:

Tel:

E-mail:

Postcode:

Whereas,

1. Party A owns the Kingsoft internet site navigation website and the Cheetah Brower software (hereinafter referred to as Party A's Product). Website: 123.duba.net and www.duba.com. Party A has opened an account with Baidu Union website (http://union.baidu.com) and the account name is   (translation: Kingsoft Cheetah) and ksbrowser and is willing to comply with the terms of Baidu Union Membership Registration Agreement (http://union.baidu.com/regAgreement.html).

2. Party B is a leading network technology company in the field of search engine.

3. The parties wish to collaborate with each other leveraging their respective strengths.

Therefore, the parties agree:   2





Chapter 1 Definitions and Interpretations

1.1 Definitions

Except as otherwise defined in the context hereof, the terms shall have the following designated meanings:

  1.1.1 PRC Laws: means any present and future promulgated laws, regulations, decrees and binding policies in PRC.

  1.1.2 Trade Secrets: means any technology, financial, business or any other information owned by either party and / or its subsidiary oraffiliate and protected as trade secrets.

  1.1.3 Effective Date: means the date on which this agreement is executed.



1.1.4 Force Majeure: means any event which is not reasonably controllable, foreseeable or avoidable even if foreseeable by the parties, which makes it impossible for either party to perform the whole or part of its obligations pursuant to this Agreement. Such event includes without limitation governmental actions, earthquakes, typhoon, flood, fire or any other natural disaster, wars or any other similar event. In respect of the special nature of the internet, Force Majeure also includes the following events which influence the normal operation of the internet: 1) hacker attacks; 2) material influence of the technical adjustments of the telecommunications department except for losses of one party resulting from its own mismanagement; 3) temporary suspension caused by governmental control, except for the governmental control on one party resulting from its own misconduct; 4) virus attacks.

  1.1.5 Baidu website: means www.baidu.com.

  1.1.6 Cooperation Term: means the term set forth in Chapter 3 hereof.

  1.1.7 Actual revenues: means the revenues payable by Party B to Party A based on the amount of search traffic generated by Party A's website for Party B, less Party B's related costs and legal taxes and charges. The search traffic generated by Party A for Party B, which forms the basis for calculating the actual revenues, shall be determined by Party B based on its statistical data.

1.2 Interpretations

1.2.1 The date hereof shall mean the calendar day, the business day hereof shall mean the work day other than public holidays in PRC, and the month hereof shall mean the calendar month.   3





1.2.2 The headings hereof is for inference only and shall not otherwise affect the meaning and construction of any other part of this Agreement.

1.2.3 If needed in the context, use of plurals shall include its singulars, and vice versa.

1.2.4 All references to chapters, provisions and paragraphs shall mean the chapters, provisions and paragraphs herein.

Chapter 2 Representations and Warranties

2.1 Legal Status

Either party represents and warrants from the date hereof:

2.1.1 It has the qualification to conduct the transaction hereunder and such transaction is in compliance with the business scope;

2.1.2 It is eligible to enter into this Agreement and perform the obligations hereunder.

2.1.3 Its authorized representative has adequate authorization to execute this Agreement on its behalf (a copy of the authorization letter shall be delivered to the other party for record).

2.1.4 To its knowledge, it has disclosed all documents which may have a material adverse impact on its performance of obligations hereunder which are issued by the governmental agencies in the registered place or business place and known to it; and it is not the subject of any insolvency, dissolution or bankruptcy procedures.

2.2 Legal Effect

2.2.1 From the Effective Date, this Agreement is legally binding on each party.

2.2.2 Either Party warrants that the execution and performance hereof as well as the business transactions contemplated hereof will not violate any PRC Laws in any respects.

Chapter 3 Cooperation Term

3.1 Cooperation Term

The Cooperation Term of the parties shall be two years from May 1, 2013 to April 30, 2015. One month prior to the expiry of the Cooperation Term, the parties may further negotiate the cooperation forms, if fails, this Agreement will be terminated upon expiry.

  3.1.1 This Agreement is effective on the day of May 1, 2013 and the effective term is the same as the Cooperation Term. The contracts of which the Parry A contract No. are KIS-Y-BJ120195 and KIS-Y-BJ120196 (Party B contract No. are 151215UD0118, 151215UD0119) are terminated on April 30, 2013.   4





Chapter 4 Liabilities of the Parties

4.1 Details of Cooperation

The parties use their respective strengths to cooperate on internet searches, and during the effective Cooperation Term, the parties are collaborative partners. The parties have complementary advantages in the aspects of information usage, promotion, marketing, technical support and services, and now form a strategic alliance to develop their respective businesses.

4.2 Party A's Obligations



4.2.1 Party A imports the search results provided by Party B to the search function in the Party A's Product by connecting its Product to the technical port provided by Party B. Party A shall also cooperate with Party B to market Baidu promotion services through the use of search engine. In other words, it is a technical service in which Party B displays the website of Party B's clients on the relevant page of Baidu website and/or on the pages and / or interfaces of any other Baidu union members.



4.2.2 Party A will display Party B's search engine box in the first screen of the homepage of Kingsoft Navigation website, and imports the search results provided by Party B to the search function in the Party A's Product by connecting its Product to the technical port provided by Party B. Party A shall also cooperate with Party B to market Baidu promotion services through the use of search engine. In other words, it is a technical service in which Party B displays the website of Party B's clients on the relevant page of Baidu website and/or on the pages and/or interfaces of any other Baidu union members. The form of search engine box is attached as Annex 2. Without Party B's confirmation in writing or via email, Party A shall not change the form, or otherwise Party A will be deemed to breach this Agreement.



4.2.3 Party A shall not put the Party B's search engine service on any other website, or change the codes which are used to import the search engine service of Party B. Party A's website(s) that correspond to Party B's codes are set forth in Annex 2. If Party A needs to add any website(s) or change the codes, it shall obtain the confirmation from Party B in writing or via email, or otherwise Party A will be deemed to breach this Agreement.

  4.2.4 When Party A promotes websites by means of software installation, Party A needs to determine the homepage of the software users' browsers. In the event that the homepage of the software users' browsers is *.baidu.com or *.hao123.com, Party A shall not change the homepage of the users' browsers by means of the software being installed.   5





  4.2.5 During the cooperation between the parties, Party A agrees not to enter into any form of cooperation with Qihoo 360, unless PartyA needs such cooperation with Qihoo 360 for business or technology and Party B has provided its prior consent.



4.2.6 Party A covenants that during the Cooperation Term, it will list Party B's search engine service as one of its search engine services, of which Cheetah Browser will list Party B's search engine service as the default search engine service. In the event that Party A breaches this covenant, Party B shall have the right to terminate this Agreement at any time and shall not pay any share of profits to Party A.

  4.2.7 During the cooperation, Party A shall form a team composed of specialized personnel to carry out the related work so as to ensurethe smooth cooperation between the parties.

  4.2.8 Party A shall not change the related functions and contents inherent to Party B's search engine box. If a change is necessray,consent shall first be obtained from Party B.

  4.2.9 Party A shall not assign to any third party the functions and contents used in the website column(s) that are made the subject matter of this cooperation agreement. In addition, Party A shall not use the functions and information provided by Party B to carry out any commercial activities.



4.2.10 Party A undertakes to comply with the Business Cooperation Standard of Baidu Union published in http://union.baidu.com/regAgreement.html (see Annex 3), or otherwise Party A will be deemed to breach this Agreement. Party A also agrees to participate in the Blue Sky 365 Action Plan and comply with Blue Sky 365 Action Plan Regulations (see Annex 4).



4.2.11 Party A warrants that it legally owns or otherwise holds the valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party A's technology or intellectual property shall be handled by Party A; any losses and costs of Party B resulting from the deficiency of Party A's services or products shall be borne by Party A. Party B has the discretion to terminate this Agreement from time to time in the event that (i) Party A has no legal right in respect of the services or products provided or, (ii) the services or products provided by Party A lead to any legal dispute or proceedings with third parties.   6





4.3 Party B's Obligations

  4.3.1 Upon the effectiveness of this Agreement, Party B shall form a team composed of specialized personnel to carry out for the relatedwork so as to ensure the smooth cooperation between the parties.

  4.3.2 Party B shall not publish any contents other than agreed hereof in the Party A's website column(s) that are made the subject matter of this cooperation agreement. In the event that Party B breaches this covenant, Party A has the right to terminate this Agreement at any time and require Party B to pay 30% of Party A's share of revenues as liquidated damages.



4.3.3 Party B will provide to Party A an account which will timely return the visiting traffic data for Party A's easy inquiry. At the same time, Party B ensures the completion, accuracy and truth of the visiting traffic data. If Party A finds the visiting traffic data abnormal, Party B shall issue a written explanation, and the actual revenues generated from the questionable traffic shall not be settled until there was a final confirmation.



4.3.4 Party B warrants that it legally owns or otherwise holds a valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party B's technology or intellectual property shall be handled by Party B; any losses and costs of Party A resulting from the deficiency of Party B's services or products shall be borne by Party B.



4.3.5 Party B has the right to penalize any acts of Party A , in whatever form, carried out in contravention with Party B's union cooperation policies. The penalties may include =the immediate suspension of Party A's account, termination of this Agreement, and taking any applicable civil or criminal remedial actions against fraud and any other legal causes. Party B shall have the right to final interpretation of this provision.



4.3.6 Party B retains the right to adjust the public price of the service and the service content, including but not limited to adding or reducing the service items, and raising or lowering the prices. In the event that Party B wishes to carry on such adjustment, it shall notify Party A in writing two weeks in advance. If Party A objects to such adjustment, it has the right to notify Party B to terminate this Agreement in writing within 2 weeks upon receipt of the notification. Within 3 working days upon termination of this Agreement, Party B shall settle with Party A. Failure to exercise such termination right is deemed that Party A agrees the adjustment of Party B.

  4.3.7 With respect to the cooperation hereof, Party B has the discretion to assign to its affiliates all or part of its obligations hereunder without breaching this agreement. Party B's affiliates mean Party B's parent companies at different levels as well as the companies, owned or controlled, directly or indirectly, by the Party B's parent companies at different levels.   7





4.4 Exemption of Liabilities With Respect to the Search Engine (by Party B)

See Annex 1. The Parties agree that the exemption of liabilities in the annex is applicable to the transactions hereunder. Within the scope of exemption clause, Party B and its affiliates are not liable for any compensation or any other liabilities.

Chapter 5 Information Content Cooperation

5.1 The parties shall arrange an employee to be responsible for the coordination work so as to ensure the regular update and maintenance.

5.2 Fees

  5.2.1 The parties will not charge each other any fees for the shared information content. Unless otherwise agreed hereof, the feesincurred shall be borne by each party respectively.

  5.2.2 The Actual Revenues of the parties arising from the Baidu promotion services in the search results pages shall be dividedproportionately, and Party A shall bear the taxes payable on its own share of revenues:

  (1) The address bar, search bar, homepage/blank page of Cheetah Browser shall use Baidu Search as default search engineservice;

  (2) The default traffic shall mean the default traffic of the website address site and the traffic of the Cheetah Browser;

  (3) The monthly average daily non-default traffic shall not exceed the default traffic. If it does, then the traffic in excess willnot form part of the basis for calculating the share of revenues;

  (4) If the default traffic is lower than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;

  (5) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;

  (6) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;   8





  (7) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;

  (8) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%; and

  (9) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%.

If Party A objects to the Party B's revenue-sharing policy, it may terminate this Agreement. In the event that Party A continues to receive its share of revenues, it shall be deemed that Party A agrees with Party B's revenue-sharing. Party A shall bear the taxes payable on its own share of revenues.



5.2.3 Party B confirms the share of revenues of the preceding month payable to Party A on the first day of each calendar month (hereinafter referred to as (the Reference Date, and postponed in the event of public holidays) according to the above Article 5.2.2. Upon the confirmation of the share of revenues of such month, it shall not be adjusted, unless there is sufficient proof evidencing the statistics is not correct.

  5.2.4 The financial settlement between the parties will be carried out monthly.

Party A provides the invoice of the share of revenues in the preceding month within the first 5 working days in each month in advance, Party B warrants to pay the share of revenues to Party A prior to the 20t h day of each month (postponed in the event of public holidays) according to Article 4.1 hereof. In the event that Party A objects the payment from Party B, it shall propose within the first 5 working days in each month in writing, or it will be deemed as no objection. Party B shall review within three working days upon receipt of Party A's written objection and notify the results thereof to Party A.

  5.2.5 After the effectiveness of this Agreement, in the event that the share of revenues payable to Party A in the preceding month is less than RMB 100, then it will be carried forward to the next month automatically and settled together according to the preceding provisions.

Chapter 6 License

6.1 The search results provided by Party B and the intellectual property of any related technology shall be owned by Party B, without authorization, Party A shall not amend, deduct, split or reverse Party B's technologies and programs. Party A shall not obtain the source codes of the programs of Party B with any methods. Without authorization, Party A shall not apply the service provided by Party B for other usage.

6.2  baidu and   are all registered trademarks of Party B. During the cooperation, if Party A has to use Party B's trademarks, it shall obtain Party B's prior written consent. Nevertheless, if this Agreement is terminated or either party rescinds this Agreement, Party A shall no longer use   baidu,   and any other registered trademarks of Party B in its product page and promotions of all kinds.   9





Chapter 7 Confidentiality

7.1 Any and all information acquired by the parties and their employees due to the execution or performance of this Agreement, including without limitation the scientific, business or internal information relating to technology, finance, marketing or management shall be the confidential information of the parties and their proprietary properties.

7.2 The parties mutually covenant that they will keep each other's confidential information in strict confidence, and will use only for the purpose of this Agreement, shall not use or permit others to use the confidential information or disclose such to any third parties except the following events:

  7.2.1 Upon the written consent of the other party;

  7.2.2 As according to the orders or requirements of the competent courts, any governmental agencies or administrative agencies;

  7.2.3 Such information becomes known to the public not for any deliberation, recklessness or negligence of either party or its agents,officers or employees;

7.3 The parties are obliged to disclose the confidential information only to the employees necessary to know it and instruct such employees to be responsible for the confidential liability hereunder and be liable to the violation of the confidential liability of the employees.

Chapter 8 Breach

8.1 General Breach

In the event either party breaches its obligations hereunder, the breach party shall immediately suspend its breach upon the receipt of the non-breach party's written notice requiring it to rectify its breach, and pay all the losses to the non-breaching party arising from such breach within ten (10) days. If the breach party continue to carry on the breaching conduct or does not perform its obligations, the non- breaching party shall have the right to terminate this Agreement in addition to the compensation for the breach.   10





8.2 Breach Liabilities

If fault on both parties, they shall bear their respective liabilities according to their actual degree of fault.

Chapter 9 Termination

9.1 Termination Events

This Agreement will be terminated upon any of the following events:

  9.1.1 The Cooperation Term is expired and the parties determine not to renew;

  9.1.2 The non-breaching party terminates this Agreement according to Article 8.1 hereof;

  9.1.3 Either party is under bankruptcy or enters into liquidation or dissolution procedures;

  9.1.4 If the Force Majeure lasts consecutively for thirty (30) days and above, either party may terminate this Agreement by awritten notice according to Article 11.7 and terminate this Agreement on the receipt date as defined herein.

9.2 Matters after the Termination

  9.2.1 Within fifteen (15) days upon the termination of this Agreement, the parties shall delete the links between their websites.

  9.2.2 The termination of this Agreement shall not affect the unsettled payment hereunder or either party's payment obligation andother obligations or rights incurred before the termination.

  9.2.3 Notwithstanding the termination of this Agreement, the obligations set forth in Chapter 7 and Chapter 10 are binding to bothparties.

Chapter 10 Governing Laws and Dispute Resolution

10.1 Governing Laws

The execution, validity, construction, enforcement and the settlement of any disputes herefrom shall be governed by PRC Laws.

10.2 Negotiation and Proceedings

  10.2.1 Any dispute arising from the construction and enforcement of this Agreement shall be settled through friendly consultation ormediation by a neutral third party first.

  10.2.2 If the dispute fails to be resolved within thirty (30) days by such method set forth above, either party shall submit to the court inthe location of Party B.   11





Chapter 11 Miscellaneous

11.1 Waiver

If either party fails to exercise or timely exercise its rights, power or preemptive rights hereunder, it shall not be deemed as a waiver; otherwise, any individual exercise or partially exercise any of its rights, power or preemptive rights shall not prejudice its exercise of such rights, power or preemptive rights thereafter.

11.2 Amendment

This Agreement may only be amended by mutual written agreement by the parties.

11.3 Marketing Supports

On the basis of the parties' acknowledgment, the parties will make and carry on necessary marketing measures to expand the reputation and influence of the parties cooperation.

11.4 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, negotiations and agreements.

11.5 Notice

  11.5.1 Any material notices or written letters between the parties shall be in Chinese and delivered by facsimile, in person(includingcourier) or by registered mail.

  11.5.2 All the notices and letters shall be sent to the address in the preamble hereof unless otherwise notified in writing in advance;



11.5.3 If the notices and letters are sent by facsimile, then the delivery time shall be subject to the actual time displayed in the facsimile record, except that the sending time is after 17:00 pm of such date, or the time of the receiver's location is not a Business Day, then the delivery time shall be the following Business Day of the receiver's time; if sent via e-mail, the delivery time shall be subject to the time when the email enters into the email system designated by the receiver; if sent in person (including courier), it shall be subject to date the receiver's signing for receipt; if sent by registered letter, it shall be subject to the receipt issued by the post office and five (5) Business Days from the date of sending.   12





11.6 Successor

This Agreement is made for the benefit of and equally binding upon the parties and their respective successors and assignees.

11.7 Force Majeure

  11.7.1 In the event of Force Majeure, the affected party shall notify the other party in respect of the nature, incurring date, anticipated lasting time and related details as fastest as reasonably possible and the degree of such event hindering the performance of its obligations of the notifying party hereunder.

  11.7.2 During the consecutive period of the Force Majeure, the affected party shall regularly and timely keep the other party informed of the current status of the Force Majeure, in the event that the Force Majeure ends, it shall notify the other party in writing timely and continue to perform the obligations hereunder.

  11.7.3 The party affected by the Force Majeure may temporarily suspend the performance hereunder until the influence of the Force Majeure is removed after it performs its obligations pursuant to Item 1 and 2 of this Article and need not to bear any breach liabilities; however, it shall use best efforts to conquer such event and minimize its adverse influence.

11.8 Language

This Agreement is made in Chinese and there are two originals which have the same legal effect and each party has one original.

11.9 Unmentioned Matters

Any other matters unmentioned hereof shall be subject to PRC Laws.

11.10 Other Matters

This Agreement is effective from the date of its date of signature and chop, and any other agreement between the parties regarding to matters which are similar to the cooperation contents hereunder shall be terminated automatically. Annexes are integral parts of this Agreement and have the same legal effect as the text hereof.   13





Party A: Beike Internet (Beijing) Security Technology Co., Ltd.

Authorized signatory: /s/ common seal

Title:

Date:

Party B: Baidu Online Network Technology (Beijing) Co., Ltd.

Authorized signatory: /s/ Guolin Ma /s/ common seal

Title:

Date:   14





Annex 1

Search Engine Exemption Clause

1. In addition to service clause indicated by Baidu, Baidu is not responsible for any other accident, negligence, breach, defamation, infringement to copyright or other intellectual property right and the loss occurred thereby (including by virus through download) arising from using search engine and will not undertake any legal liability.

2. Baidu is not responsible for the legality of link and information, product and service obtained from webpages through search engine which are searched automatically in accordance with users' search order, and will not undertake any legal liability.

3. All content of search engine does not represent Baidu's opinion.

4. User shall undertake the risk of using search engine by itself and Baidu will not guarantee in any form, including the result meeting users' requirement, service continuity, safety, accuracy, timeliness and legality of search result. Baidu will not undertake any legal liability for user's failure to normally use Baidu for technology reason such as internet status, communication line and etc.

5. Baidu respects and protects all search service users' personal privacy and their personal information such as registered user name and email address, etc., which will not be disclosed to the third party without user's consent or compulsorily required by law. The keywords used by users in search engine will not be regarded as personal privacy information.

6. Any website shall report to service website or Baidu, or add refusal mark to the webpage in accordance with the Robots Exclusion Protocol, if it does not want to be included by Baidu, otherwise it will be deemed as willing to be included.

7. Any unit or person shall report to Baidu or service website in written timely and provide ID card, ownership certificate and detailed violation evidence if it considers the content through Baidu search service or search link may be suspected of violating its legal right. Baidu will remove such suspected search service or search link as soon as possible after its receipt of legal documents above.   15





Annex 2

1. Display Format

2. Table of Fee-charging Code and Corresponding Website   Fee-charging item   Channel   Display location     Search box on the first page   16





Annex 3

Business Cooperation Standard of Baidu Union

In order to standardize the business cooperation of Baidu Union (hereinafter Union) and maintain the fair and honest order, it is provided for the business cooperation of Union as follows and member of the Union shall comply with this standard strictly to maintain the smooth and healthy development of business cooperation.

[General Rules]

All act which may damage the right of user of Baidu promotion, damage user experience, disturb market cooperation order of the Union, adversely affect Baidu product and business reputation of Baidu, constitute unfair competition against Baidu or violate legal right of Baidu are forbidden by the Union, including but not limited to:

1. Click by itself

Repeat manual search, click by itself, incite others to search or click.

2. Compel to click

Compel user to click to get resource in return; or pop-up window of search result endlessly.

3. Program click

Simulate user's click through program or script, automatically click and search tool, the third party's click or search (such as paid click, auto- browse, clicker, IP click by agent servicer, fault IP click, mutual click and auto-refresh).

4. Illegal promotion

Promote by irregular means such as virus, compulsory first page, compulsory kidnap address bar, search engine cheating, exaggerate times.   17





5. Breach of exclusivity clause

Breach the exclusivity agreement with Baidu to engage in competing business.

6. Mix of competing business

Amend the pattern of the Union product or competing business to mislead users.

7. Other breach

Other act Baidu thought has damaged or may damage the right of user of Baidu, user experience, Baidu brand or business reputation of Baidu, constitutes unfair competition against Baidu or violates other legal right of Baidu.

[Search Promotion Cooperation]

8. Determine keyword

Determine keyword in search frame or direct link to search result page.

9. Amend search result page

9.1 Edit, amend or filtrate any promotion content or information contained in search result or amend the order by any means, or delete, hide or minimize any promotion content or search result, or add any other content to Baidu search result page of browser through software.

9.2 Re-direct the final user from any promotion page or search result page to others, or the promotion page or search result page provided is not the same version with that got by final user through directly visited.

9.3 Beyond the range permitted by this standard, directly or indirectly visit, launch and/or start promotion content or search result through any software, other website or any form other than member website, or combine promotion content or search result into it by other means.

9.4 Store or cache any or part of, copy of, derivative of information of search result through capture, spider, index or any other non-temporary ways.   18





10. Directly use of search result

Directly use any webpage of search result of final user through frame linked or other ways.

11. Breach of release page

11.1 Present business code on any wrong page, register page or thanks page (such as thanks page after user registers on relevant website) or any email, or any webpage or website with any pornographic content, hate mongering content or violence content.

11.2 Release code in non-configured domain name.

12. Induce to click

12.1 Introduce the search result with word such as excellent recommendation, relevant link or welcome to click.

12.2 Put graph of arrow, download instruction or other leading graph to the search result.

12.3 Award user's click.

13. Breach of release number

Release more than three search frames per page.

14. Flow kidnap

14.1 Falsify the charge index by software, plug-in or other ways, kidnap Baidu, hao123 and other Union member's flow.

14.2 Falsify other Union member's first page through any promotion way damaging user experience and other unfair competition.   19





14.3 Amend the first page of Baidu (www.baidu.com) or hao123 (www.hao123.com) set by user in any ways.

14.4 Amend the page of Baidu or hao123 in any ways.

15. Breach of binding with Baidu software

Binding with Baidu software without any indication, install compulsory; add functions other than that of Baidu software or delete original function, re-bind other software without any indication, misleading the act of other software as that of Baidu; set obstacle for user installed Baidu software through member website to uninstall.

[Union Promotion Cooperation]

16. Determine keyword

Stack keywords in webpage content, source code to affect normal theme matching.

17. Amend promotion content

17.1 Re-direct the promotion page clicked by user to others, which is not the same with that got by final user through directly visited.

17.2 Store or cache any part of, copy of, derivative of promotion content through capture, spider, index or any other non-temporary ways.

18. Breach of release page

18.1 Present promotion content on any wrong page, register page or thanks page (such as thanks page after user registers on relevant website) or any email, or popup window, or webpage or website with any pornographic content, hate mongering content or violence content.

18.2 Release theme promotion business on rubbish page with no essence for the purpose of presenting theme.

18.3 Release promotion content in non-configured domain name or software.   20





19. Induce to click

19.1 Introduce the promotion content with word such as excellent recommendation, relevant link or welcome to click.

19.2 Put graph of arrow, download instruction or other or misleading graph to the promotion content.

19.3 Award user's click of promotion content.

19.4 Promotion content is too close to the text or click zone (such as turn-page button, navigation button, video window and etc.) causing void click (recommending not to put the promotion content above or below the turn-page button).

19.5 Pretend the promotion content as the text of page which mix the promotion content with page content.

19.6 Hide or auto-block the window through js or other ways, causing user's failure to see the promotion after click.

19.7 Release code of special zone besides patch promotion, amend code without authorization or patch through special ways.

19.8 Cover, hide any part of theme promotion zone or overlap page content with promotion content.

19.9 Float the promotion content or present in other ways.

20. Breach of release number

20.1 Release more than three product codes of theme description and theme link accumulatively per page. (not include the patch promotion)

20.2 Release more than one code of theme suspension per page besides theme description and theme link, release more than one form of theme suspension (side bar/button/window) per page.

20.3 Release more than one code of patch promotion per playing window, several playing windows on one webpage, more than three codes of patch promotion available.   21





21. Breach of using iframe

Use through amending code or other ways without authorization.

21.1 Use Union's theme suspension product through iframe.

21.2 Use theme description, theme link and patch promotion product through iframe in illegal ways:

21.2.1 Release code of Union promotion business to more than two (including) layers of iframe;

21.2.2 Use more than two (include) business codes through iframe for one time;

21.2.3 Inset more than one iframe unit in one page;

21.2.4 Module presented by iframe is smaller than that used through iframe;

21.2.5 Present promotion content on charged website through non-charged website iframe.

[New Business Cooperation]

22. Breach of release page

Present promotion content on any wrong page, register page or thanks page (such as thanks page after user registers on relevant website) or any email, or webpage or website with any pornographic content, hate mongering content or violence content.

23. Induce

23.1 Introduce the cooperation promotion content with word such as excellent recommendation, relevant link or welcome to click.   22





23.2 Put graph of arrow, download instruction or other leading graph to the cooperation promotion content.

23.3 Put pornographic picture close to cooperation promotion content.

23.4 Award use's install, register, purchase and other act.

23.5 Simulate official website of cooperation promotion client.

24. Breach of release number

Present or release more than three cooperation promotion units per page.

25. Self-lead

Repeat manual install, register, purchase and etc., incite others to install, register, purchase and etc.

If any Union member does any illegal act above, Baidu has the power to punish. Baidu's data for investigating and punishing the Union member's illegal act shall prevail, including but not limited to void click data and flow kidnap data.

Appendix: Process method

Baidu may take one or more measures as follows to process the illegal act:

1. Deduct credit index

2. Deduct accumulated credit

3. Deduct share of revenues

4. Block illegal business

5. Stop sub-account authority

6. Limit register information

7. Expose illegal case   23





Baidu has the right of final explanation for this Business Cooperation Standard of Baidu Union. Baidu may update this Business Cooperation Standard of Baidu Union from time to time and all Baidu Union members are urged to pay continued attention to relevant content to learn and timely comply with the latest regulation.   24





Annex 4

Rules of Blue Sky 365 Plan

Honesty is the basis for long-standing business. We could only make more profit, grow faster with stronger cooperation based on honesty.

Honesty is not only a promise but also an act. Hereby, Baidu Alliance, together with partner, build an alliance circle of honesty and health, a cooperation environment of self-discipline, fairness and honesty and comply with rules as follows strictly:

1. Agree that honesty is the base of alliance development;

2. Cooperate in line with the Business Cooperation Standard of Baidu Alliance strictly;

3. Dose not launch or engage in any illegal act such as click fraud, flow kidnap;

4. Report the illegal information actively and protect honesty;

5. Accept supervision and willing to undertake liability and result of illegal act.

The rules above shall be reflected every day. Let us build the Blue Sky 365 of alliance circle together.   25 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
Example Output:
In the event that Party B breaches this covenant, Party A has the right to terminate this Agreement at any time and require Party B to pay 30% of Party A's share of revenues as liquidated damages.