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.

[EX Q]: EXHIBIT 10.8

   [Certain confidential information has been omitted from this Exhibit 10.8                                                                 ------------ pursuant to a confidential treatment request filed with the Securities and Exchange Commission. The omitted information is indicated by the symbol *** at each place in this Exhibit 10.8 where the omitted information appeared in the                    ------------ original.]

                             CO-BRANDING AGREEMENT                              ---------------------

    This Co-Branding Agreement (this Agreement) dated March 15, 2000  (the Effective Date) is entered into between VerticalNet, Inc., a Pennsylvania corporation having a principal place of business at 700 Dresher Road, Suite 100, Horsham, Pennsylvania, 19044 (VerticalNet), and LeadersOnline, Inc. a Delaware corporation having a principal place of business at  18401 Von Karman Avenue, Suite 500, Irvine, California, 92612 (LeadersOnline) (each a Party and together the Parties).

                                   BACKGROUND

   WHEREAS, VerticalNet owns and operates a series of Online Communities (as defined below) that are accessible via the World Wide Web, each of which is designed to be an online gathering place for businesses of a certain type or within a certain industry; and

   WHEREAS, LeadersOnline desires to advertise its job placement services (the LeadersOnline Services) on certain of VerticalNet's Online Communities through banner ads, newsletters and employer spotlights, to access VerticalNet's proprietary resume bank and to display and maintain a Link (as defined below) from the LeadersOnline Site (as defined below) to a VerticalNet Site (as defined below) to enable users of the LeadersOnline Site to access and utilize the VerticalNet Online Communities; and

   WHEREAS, VerticalNet desires to permit LeadersOnline to advertise the LeadersOnline Services on certain of VerticalNet's Online Communities through banner ads, newsletters and employer spotlights, to allow LeadersOnline access to VerticalNet's proprietary resume bank and to create a Link from the LeadersOnline Site to a VerticalNet Site to enable users of the LeadersOnline Site to access and utilize the VerticalNet Online Communities.

    NOW, THEREFORE, in consideration of the mutual covenants herein, and intending to be legally bound hereby, VerticalNet and LeadersOnline agree as follows:

I.  DEFINITIONS

    1.1.  Affiliate shall mean, when used with reference to a Party, any individual or entity directly or indirectly controlling, controlled by or under common control with such Party.  For purposes of this definition, control means the direct or indirect ownership of at least 50% of the outstanding voting power of a Party, or the right to control the policy decisions of such Party.

    1.2.  Banner shall mean a graphical image advertising a Party's Site that is posted on the other Party's Site in an area designated by the Party controlling the Site on which the image is posted, and containing a Link to the Site of the Party which purchased the Banner.

    1.3.  Career Center shall mean that area of the VerticalNet Online Communities designated by VerticalNet in which VerticalNet offers various employment related services to Users of the VerticalNet Sites, including resume posting, career information and Employer Spotlights.

                                       1

    1.4.  Confidential Information shall mean, subject to the provisions of Section 9.2  [Exclusions], all proprietary and confidential information of a Party, including, without limitation, trade secrets, technical information, business information, sales information, customer and potential customer lists and identities, product sales plans, sublicense agreements, inventions, developments, discoveries, software, know-how, methods, techniques, formulae, data, processes and other proprietary ideas, whether or not protectable under patent, trademark, copyright or other areas of law, that the other Party has access to or receives. For purposes of this Agreement, this Agreement shall be considered Confidential Information.

    1.5.  Employer Spotlight shall mean a feature on the VeticialNet Sites containing company listings that  Link to full-page company descriptions of employers actively recruiting candidates to fill open positions within their companies that is framed by VerticalNet Proprietary Features.

    1.6.  Home Page shall mean the first page presented when a User selects a Site or presence on the World Wide Web.

    1.7.  HR Site shall mean the VerticalNet Site located on the World Wide Web at HRHub.com, or any successor Sites thereto.

    1.8.  Intellectual Property shall mean any and all trade secrets, patents, copyrights, trademarks, service marks, URLs, trade dress, brand features, know- how and similar rights of any type under the laws of any applicable governmental authority, including, without limitation, all applications and registrations relating to any of the foregoing.

    1.9.  Intellectual Property Rights shall mean all rights in and to Intellectual Property, including, without limitation, all patent rights, copyrights, trademarks, service marks, know-how and trade secrets.

    1.10.  LeadersOnline Mark shall mean any trademark, service mark, trade name, domain name, design or logo of LeadersOnline or its Affiliates.

    1.11.  LeadersOnline Site shall mean the Site located at

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





www.LeadersOnline.com (and any successor Site thereto).

    1.12.  LeadersOnline-VerticalNet Revenue shall mean the total gross fees received by LeadersOnline from VerticalNet-LeadersOnline Clients for the use of LeadersOnline Services, exclusive of taxes and expense reimbursements.

    1.13.  Link shall mean a link, including but not limited to a hyperlink, button or banner, that connects two Sites in a manner so that when a User clicks on the link, the User is transferred directly from one Site to a second Site.

    1.14.  Listing Page shall mean a page on the VerticalNet Site that contains a listing of all currently available VerticalNet Online Communities and Links to each of such Online Communities.

                                       2

    1.15.  Newsletter Ads shall mean an advertising message comprised of text describing LeadersOnline and its services that is placed in an email transmission containing employment related information supplied by VerticalNet that is transmitted to Users of the HR Site who have provided their email addresses to VerticalNet along with permission to transmit such messages to the email address.

    1.16.  Online Community shall mean a VerticalNet Site that acts as a comprehensive source of information, dialogue and commerce for a particular industry or service market.

    1.17.  Proprietary Feature shall mean any name, trademark, service mark, trade name, domain name, navigational element, copyright, or logo which is proprietary to LeadersOnline and/or VerticalNet, as appropriate.

    1.18.  Site shall mean a site located on the World Wide Web portion of the Internet.

    1.19.  Resume Bank shall mean a collection of resumes stored in electronic form that have been posted in Career Centers by Users of the VerticalNet Sites.

    1.20.  Term shall mean the Effective Date through June 15, 2001 and any Renewal Term (as defined in paragraph 7.4 herein.)

    1.21.  URL shall mean a universal resource locator used for the purpose of identifying a Site located on the Internet.

    1.22.  User shall mean a single person who accesses and views a Site whether directly from a web browser or through a Link.

    1.23.  User Data shall mean all data generated by an Internet server that relates to file requests, user identification, transaction logs, session times and other information regarding the Users directed to the LeadersOnline Site through the Banner Links or Employer Spotlight, generated or collected by or through the LeadersOnline Site, but excluding any information that relates or refers to a particular project of such User.

    1.24.  VerticalNet Branded Link shall mean a Link (including but not limited to a hyperlink, button or banner) containing a VerticalNet Mark that will take Users of the LeadersOnline Site to the Listing Page.

    1.25.  VerticalNet Mark shall mean any trademark, service mark, trade name, domain name, design or logo of VerticalNet.

    1.26.  VerticalNet-LeadersOnline Clients shall mean the clients of LeadersOnline that utilize the LeadersOnline Services and pay commissions or other fees to LeadersOnline for the use of its Services, and make initial contact with the LeadersOnline Site through a Link from a VerticalNet Site or through direct access to the LeadersOnline Site if such access was prompted by information presented in a Banner, Newsletter Ad or Employer Spotlight containing information about the LeadersOnline Services.

                                       3

    1.27.  VerticalNet Site shall mean a Site owned and operated by VerticalNet or a portion of such Site designated by VerticalNet.

2. VERTICALNET BRANDED LINK

    2.1.  Hosting and Maintenance.  LeadersOnline shall be responsible for the hosting, display and maintenance of the VerticalNet Branded Link on the LeadersOnline Site.  The VerticalNet Branded Link shall be located on the Home Page of the LeadersOnline Site and on the first page of each section of the Site, including the sections entitled Becoming a Member, Why You Should Join, How it Works, About LeadersOnline and Recruiter Information.  The VerticalNet Branded Link shall be available on each of the foregoing pages as soon as reasonably practicable after the Effective Date, and throughout the Term.  It shall be located in an area of the foregoing pages and in a size mutually agreeable to the Parties.

    2.2.  Mark License. VerticalNet hereby grants LeadersOnline a non-exclusive, nontransferable, royalty-free right and license for the Term of this Agreement to utilize a VerticalNet Mark in a form approved by VerticalNet for the design and display of  the VerticalNet Branded Link.

    2.3.  Link License. VerticalNet hereby grants to LeadersOnline a non- exclusive, non-transferable, royalty-free right and license to link to the VerticalNet Site.  The Link will access the Listing Page of the VerticalNet Site located at www.verticalnet.com.

3. BANNER/NEWSLETTER PURCHASE COMMITMENT.

    3.1.  Purchase Commitment. During the Term of this Agreement, LeadersOnline agrees to purchase from VerticalNet Banners and Newsletter Ads for a total price of at least *** ($***).  All prices for such Banners and Newsletter Ads shall be offered to LeadersOnline at a ***% discount off of VerticalNet's then current prices for similar Banners or Newsletters Ads.  All purchases shall be subject to VerticalNet's standard terms and conditions governing advertising on VerticalNet Sites.

    3.2.  Purchase Requirements.  LeadersOnline agrees to purchase at least *** ($***) of such Banners and Newsletter Ads in each calendar quarter after the

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





Effective Date (prorated for any partial quarters) until a total of $*** have been purchased, provided, the total dollar amount purchased by LeadersOnline in any calendar quarter shall not consist of greater than ***% (in dollars) of either Banners or Newsletter Ads until a total of $*** has been purchased.

    3.3.  Advertisement Placement. VerticalNet shall use commercially reasonable efforts to place a Banner purchased in accordance with Section 3.1  [Purchase Commitment] on the HR Site Home Page for a period of 6 months on a rotating, rather than fixed, basis. In addition, as part of the purchase commitment set forth in Section 3.1  [Purchase Commitment], VerticalNet shall provide LeadersOnline up to $*** worth of Banner placements on the Home Page of other VerticalNet Sites of LeadersOnline's choice.  All Banner and Newsletter Ad placements shall be in locations mutually agreeable to the Parties, subject to space limitations and other contractual commitments of VerticalNet.

___________ *** Omitted pursuant to a confidential treatment request filed separately filed     separately.

                                       4

4. EMPLOYER SPOTLIGHTS

    4.1.  Development. VerticalNet shall develop, host, display and maintain Employer Spotlights in each of its Online Communities containing information supplied by LeadersOnline.  Each Employer Spotlight shall contain a LeadersOnline Mark, text information describing LeadersOnline and a hypertext Link to the LeadersOnline Site.

    4.2.  LeadersOnline Information.  Upon execution of this Agreement, LeadersOnline shall supply VerticalNet with a graphical image in electronic form of its LeadersOnline Mark, a text file containing information describing LeadersOnline and the URL to which the hypertext Link shall be directed. VerticalNet shall use commercially reasonable efforts to launch the Employer Spotlights as soon as practicable after the Effective Date of this Agreement. VerticalNet may, in its sole discretion, reject or edit any text or other materials supplied by LeadersOnline for the creation of the LeadersOnline Employer Spotlights; provided that any edits will be subject to the prior approval of LeadersOnline.  The design and appearance of the Employer Spotlights shall be determined by VerticalNet in its sole discretion.

    4.3.  Information License.  LeadersOnline hereby grants VerticalNet a non- exclusive, nontransferable, royalty-free right and license for the Term of this Agreement to use, copy or modify the LeadersOnline Mark, text describing LeadersOnline and the URL address of the LeadersOnline Site for the design and display of the LeadersOnline Employer Spotlights, provided, VerticalNet shall not alter the appearance of the LeadersOnline Mark without the consent of LeadersOnline.

5. RESUME BANK

    5.1.  Access License.  Subject to the limitations set forth in Section 5.2  [Restrictions] hereof, VerticalNet hereby grants to LeadersOnline a non-exclusive, nontransferable right and license to access the Resume Bank.  The foregoing license shall be for the limited purpose of contacting individuals posting resumes on VerticalNet's Career Centers (Candidates) to inquire about interest in employment opportunities available through the LeadersOnline Services.

    5.2.  Restrictions.  Any information concerning a Candidate contained in a resume included in the Resume Bank shall not be provided to any third party by LeadersOnline, including corporate Affiliates of LeadersOnline, without the written consent of the individual whose information would be disclosed. LeadersOnline shall limit contact with a Candidate to either one phone contact or one e-mail contact per calendar quarter, unless expressly agreed to by the Candidate.  LeadersOnline shall immediately cease all contact upon the request of the Candidate.  All information concerning a Candidate, whether in paper or electronic form, and whether originally contained in the Resume Bank or derived from information contained in the Resume Bank, shall be immediately returned to VerticalNet upon the termination of this Agreement.  All information contained in the Resume Bank shall be handled by LeadersOnline in accordance with VerticalNet's standard Privacy Policy as it may be posted on the VerticalNet Sites from time to time.  The foregoing restrictions shall cease to apply from and after the time that a Candidate registers through an online form or takes other affirmative action to become a member of the LeadersOnline Candidate Community.

                                       5

6.   THE COMMERCIAL TERMS

    6.1.  Fees. As set forth in Section 6.2  [Payment of Fees], LeadersOnline shall pay to VerticalNet the following:

        6.1.1.  Slotting fees for the Employer Spotlights of $***;

        6.1.2.  Banner and Newsletter Ad sponsorship fees of $*** as provided in Section 3.1  [Purchase Commitment]; and

        6.1.3.  A license fee of $*** for access to the Resume Bank.

    6.2.  Payment of Fees.  LeadersOnline shall pay the fees set forth in Section 6.1  [Fees] to VerticalNet as follows:

        6.2.1.  $*** upon the Effective Date of this Agreement;

        6.2.2.  $*** within 90 days after the Effective Date;

        6.2.3.  $*** within 180 days after the Effective Date;

        6.2.4.  $*** within 270 days after the Effective Date; and

        6.2.5.  $*** within 360 days after the Effective Date.

    6.3.  Revenue Sharing.

        6.3.1.  LeadersOnline shall pay VerticalNet *** percent (***%) of LeadersOnline- VerticalNet Revenue, payable to VerticalNet  on or before the fifteenth day of  the calendar month immediately following the month in which

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





such revenue was received by LeadersOnline.  Such payments shall be accompanied by a statement containing reasonable detail of the number of VerticalNet-Leaders Online Clients generated during the month, the type and number of transactions from which the LeadersOnline VerticalNet Revenue was derived, the total LeadersOnline VerticalNet Revenue for such period and the total fees payable to VerticalNet pursuant to this Section 6.3.1  [Revenue Sharing].

        6.3.2.  LeadersOnline shall pay VerticalNet a one time fee for each Candidate who is offered and accepts employment as a result of a contact made by LeadersOnline (each a Placement). The fee shall be payable upon receipt by LeadersOnline of its payment for the Placement, and shall be nonrefundable. Fees shall be based upon the annual salary (or hourly rate multiplied by 2080) of the Candidate accepting employment in the Placement in accordance with the following schedule:

            6.3.2.1.  $*** for Placements involving annual salaries of less than $***;

            6.3.2.2.  $*** for Placements involving annual salaries of $*** up to and including $***; and

___________ *** Omitted pursuant to a confidential treatment request filed separately.

                                       6

            6.3.2.3.  $*** for Placements involving annual salaries of $*** or greater.

        6.3.3.  VerticalNet shall institute procedures to track information of Users of the VerticalNet Sites that utilize a Link to access the LeadersOnline Site.  LeadersOnline agrees to add a request in its standard registration form to identify those Users who have accessed the LeadersOnline Site based upon information contained in any promotional materials with respect to LeadersOnline on a VerticalNet Site, including any Banner, Newsletter Ad or Employer Spotlight identifying LeadersOnline, and to maintain such information in a form that can be examined by VerticalNet pursuant to Section 6.6  [Audits].

        6.3.4.  If government regulations prevent LeadersOnline from sharing any revenues associated with LeadersOnline Services, VerticalNet and LeadersOnline shall negotiate in good faith a compensation structure that seeks to provide VerticalNet with compensation equal to that set forth in Sections 6.3.1  [Revenue Sharing]. and 6.3.2.

    6.4.  Taxes.  All payments required under this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies and similar assessments.  When applicable, such taxes shall appear as separate items on a Party's invoice or statement to the other Party.  Payment of such taxes or charges shall be the responsibility of the Party whose obligation it is under this Agreement to make the payment in respect of which such taxes are assessed, excluding any taxes based upon the other Party's net income.  In lieu thereof, a Party shall provide the other Party with a tax or levy exemption certificate acceptable to the taxing or levying authority.

    6.5.  Guaranteed Revenues. VerticalNet agrees to guarantee that, during the initial Term of this Agreement, LeadersOnline shall earn LeadersOnline- VerticalNet Revenue of at least *** Dollars ($***) (the Guaranteed Amount), subject to the provisions of this Section 6.5  [Guaranteed Revenues]. *** Within thirty (30) days after the end of the initial Term, LeadersOnline shall submit a statement showing a reasonably detailed accounting of the LeadersOnline-VerticalNet Revenue received during the initial Term (or earned during the initial Term and paid within 30 days thereafter) along with payment of all such amounts up to the Guaranteed Amount. In the event this Agreement is terminated in accordance with Section 7.1  [DEFINITIONS], LeadersOnline shall make a payment of all amounts of LeadersOnline- VerticalNet Revenues received through the date of termination, up to the amount of the Guaranteed Amount ***.

    6.6.  Audits.  During the 12 month period following the payment of any amount due under this Article 6, VerticalNet or its representative shall have the right to audit LeadersOnline's financial and other pertinent records relating to such payment in order to verify the amount of the payments owed and/or paid.  If the amount owed by LeadersOnline to VerticalNet was underpaid, the additional amount owed shall be paid to VerticalNet within 15 days of notice of such underpayment to LeadersOnline.  If the amount owed by LeadersOnline to VerticalNet was underpaid in excess of 10% of the amount owed, the fees of such audit shall also be paid to VerticalNet within 15 days of notice of such to LeadersOnline.  If the amount owed by LeadersOnline to

___________ *** Omitted pursuant to a confidential treatment request filed separately.

                                       7

VerticalNet was overpaid, the excess amount paid shall be returned by VerticalNet within 15 days of notice of such overpayment. VerticalNet shall give reasonable advance notice to LeadersOnline of such audit and each audit shall be conducted in a manner that does not cause unreasonable disruption to the conduct of business by LeadersOnline. The results of any such audit shall be deemed to be Confidential Information and may not be disclosed by either Party or its certified public accountants except as may be necessary to enforce such Party's rights. Any dispute as to the amount of an underpayment or overpayment shall be resolved in accordance with Article 8, below.

    6.7. Interest. All payments not paid by the date such payments are due shall bear interest from the due date to the date payments are actually paid at the lower of (a) 1% per month or (b) the maximum rate permitted by law.

7.   TERMINATION AND RENEWAL.

    7.1.  Either Party may terminate this Agreement immediately upon written notice to the other Party in the event of any material breach of a term of this Agreement by such other Party that remains uncured 30 days after notice of such breach was received by such other Party or, if the breach is not reasonably capable of cure within 30 days, such longer period, not to exceed 60 days, so long as the cure is commenced within the 30-day period and thereafter is diligently prosecuted to completion as soon as possible and in any event within 60 days.

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





   7.2.  Upon termination or expiration of this Agreement, (i) LeadersOnline shall no longer have the right to use any VerticalNet Mark, (ii) VerticalNet shall no longer have the right to use any LeadersOnline Mark; (iii) all Links between the VerticalNet Sites and the LeadersOnline Site shall be removed; (iv) VerticalNet shall remove all LeadersOnline Employer Spotlights from its Sites; (v) VerticalNet shall cease displaying or transmitting all Banners and Newsletter Ads of LeadersOnline; and (vi) LeadersOnline shall return all information concerning Candidates in accordance with Section 5.2 of this Agreement.

    7.3.  Following expiration or termination of this Agreement, the terms and provisions of Section 6 above shall continue to govern LeadersOnline's payment obligations.  Following termination, LeadersOnline shall provide VerticalNet with a final accounting with respect to this Agreement and tender payment of amounts due under Section 6 at the next scheduled payment date. LeadersOnline shall be obligated to pay VerticalNet the fees set forth in Section 6.3.2  [Revenue Sharing] for any Placement that occurs within six (6) months following termination of this Agreement.

    7.4.  LeadersOnline shall have the option, subject to VerticalNet's approval exercised in its sole  and absolute discretion, to extend the Term of this Agreement for an additional 12 months (a Renewal Term) on such terms and conditions as may be mutually agreed upon by the Parties. To exercise this option, LeadersOnline must notify VerticalNet in writing of its election no later than 90 days prior to the expiration of the initial Term. Unless VerticalNet notifies LeadersOnline of its intention to extend the initial Term of this Agreement for an additional year within 30 days of receiving such notice the Agreement shall terminate in accordance with the terms hereof.

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8.   DISPUTE RESOLUTION

    8.1.  Negotiation and Escalation.  If any controversy or claim arises relating to this Agreement, the Parties will attempt in good faith to negotiate a solution to their differences, including progressively escalating any controversy or claim through senior levels of management.  If negotiation does not result in a resolution within 30 days of the date one Party first notifies the other of the controversy or claim, either Party may resort to arbitration under Section 8.2  [Arbitration].

    8.2.  Arbitration.  Any controversy or claim between the Parties concerning any breach or alleged breach of this Agreement or performance or nonperformance of any obligation under this Agreement or otherwise with respect to this Agreement which cannot be resolved by negotiation will be resolved by binding arbitration under this Section 8.2  [Arbitration] and the then-current Commercial Rules and supervision of the American Arbitration Association (the AAA). If any part of this Section 8.2  [Arbitration] is held to be unenforceable, it will be severed and will not affect either the duty to arbitrate or any other part of this Section 8.2  [Arbitration].  The arbitration will be held in Philadelphia, Pennsylvania, before a sole disinterested arbitrator who is knowledgeable in business information and the Internet and experienced in handling commercial disputes.  The arbitrator shall be appointed jointly by the Parties hereto within 30 days following the date on which the arbitration is instituted.  If the Parties are unable to agree upon the arbitrator within such 30-day period, the AAA shall be instructed to select such arbitrator within 15 days thereafter.  The arbitrator's award will be final and binding and may be entered in any court having jurisdiction.  The arbitrator will not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed in this Agreement.  Issues of arbitrability will be determined in accordance solely with the federal substantive and procedural laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive law of the Commonwealth of Pennsylvania.

    8.3.  Equitable Relief.  Notwithstanding anything to the contrary in this Agreement, in the event of an alleged violation of Article 9 of this Agreement by either Party, the Party alleging such a violation may seek temporary and permanent injunctive or other appropriate equitable relief from any court of competent jurisdiction pending appointment of an arbitrator.  The Party requesting such relief shall simultaneously file a demand for arbitration of the dispute, and shall request that the AAA proceed under its rules for an expedited hearing.

    8.4.  Costs. Unless the arbitrator, if any, determines otherwise, each Party will bear its own attorneys' fees and other costs associated with the negotiation and arbitration provided for by this Article 8, except that costs and expenses of the arbitrator shall be shared equally. If court proceedings to stay litigation or compel arbitration are necessary, the Party who unsuccessfully initiates or opposes such proceedings will pay all associated costs, expenses and attorneys' fees that are reasonably incurred by the other Party.  To the extent that any claim in arbitration relates to the collection of amounts owed under Article 6, the Party entitled to collect such amounts shall be entitled to recover all reasonable costs of collection, including expenses and attorneys' fees that are reasonably incurred.

    8.5.  Two Year Limitation.  Except for claims under Sections 11.4  [Indemnification by LeadersOnline] and 11.5  [Indemnification by VerticalNet] hereof, neither Party may bring a claim or action regardless of form, arising out of or related to

                                       9

this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.

    8.6.  Confidentiality.  In order to facilitate the resolution of controversies or claims between the Parties with respect to each Party hereto, such controversies or claims, including details regarding negotiations, arbitration and settlement terms, shall be treated as Confidential Information of the other Party hereto in accordance with Article 9.

    8.7.  Remedial Measures. In the event of (a) any material remediable breach of this Agreement by the other Party which remains uncured 30 days after notice of such breach (other than a breach of a payment obligation) was received by the other Party or (b) any material breach which cannot be cured, the non-breaching Party may take reasonable remediable measures upon prior written notice and at the cost and expense of the breaching Party without prejudice and in addition to any other rights arising from such breach.  In addition, the non-breaching Party shall take reasonable steps to mitigate damages arising out of such breach.

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





9.   CONFIDENTIALITY

    9.1.  Confidentiality Obligations.  Except as permitted elsewhere under this Agreement, each Party agrees to take Reasonable Steps (as defined below) (a) to receive and maintain the Confidential Information of the other Party in confidence and (b) not to disclose such Confidential Information to any third parties, provided, the receiving Party may disclose such Confidential Information to its employees, representatives and agents who have a need to know such information for purposes of carrying out the terms of this Agreement. Neither Party hereto shall use all or any part of the Confidential Information of the other Party for any purpose other than to perform its obligations under this Agreement.  The Parties will take Reasonable Steps (as defined below) to ensure that their employees, representatives and agents comply with this provision.  As used herein, Reasonable Steps means at least the same degree of care that the receiving Party uses to protect its own Confidential Information, and, in any event, no less than reasonable care.

    9.2.  Exclusions.  Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party at the time it was disclosed to the receiving Party, as evidenced by records of the receiving Party; (c) is independently developed by employees of the receiving Party who had no knowledge of or access to such information, as evidenced by records of the receiving Party; (d) is received from a third party who is under no obligation of confidentiality to the disclosing Party; or (e) must be disclosed pursuant to applicable laws, rules or regulations; provided, however, that the receiving Party first gives the disclosing Party notice and a reasonable opportunity to secure confidential protection of such Confidential Information.

    9.3.  Termination.  Subject to Section 12.12  [Survival], upon termination of this Agreement, all Confidential Information shall be returned to the disclosing Party or, at the request of the disclosing Party, destroyed unless otherwise specified or permitted elsewhere under this Agreement.  The confidentiality obligations contained in this Article 9 shall survive termination of this Agreement for a period of three (3) years.

                                       10

    9.4.  Injunction.  Each Party acknowledges and agrees that the provisions of this Article 9 are reasonable and necessary to protect the other Party's interests in its Confidential Information, that any breach of the provisions of this Article 9 may result in irreparable harm to such other Party, and that the remedy at law for such breach may be inadequate.  Accordingly, in the event of any breach or threatened breach of the provisions of this Article 9 by a Party hereto, the other Party, in addition to any other relief available to it at law, in equity or otherwise, shall be entitled to seek temporary and permanent injunctive relief restraining the breaching Party from engaging in and/or continuing any conduct that would constitute a breach of this Article 9, without posting a bond or other security.

    9.5.  Publicity. Except as may be required by law in which case a party will provide as much advance notice as reasonably possible, neither Party will originate any press release concerning the relationship between the Parties or the transactions described in this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, as soon as reasonably practicable following the Effective Date, VerticalNet and LeadersOnline shall jointly issue a press release with respect to entering into this Agreement.

    9.6.  User Data. LeadersOnline shall provide VerticalNet with User Data on each User that enters the LeadersOnline Site through a Link from a VerticalNet Site and submits information through the LeadersOnline Site by sending an email with such information to an email address designated by VerticalNet at the time the request occurs.  User Data shall be maintained by each Party as Confidential Information of the other Party during the Term and 5 years thereafter, provided such User Data may be disclosed only as part of an aggregation or analysis of all User Data but not as independent data.  Upon termination of the Agreement, VerticalNet and LeadersOnline shall jointly own all User Data. Neither Party shall use the User Data other than in accordance with the VerticalNet privacy policy and all applicable laws during the Term and thereafter.

10. REPRESENTATIONS AND WARRANTIES

    10.1.  Representations and Warranties.  Each Party hereby represents, covenants and warrants that:

             10.1.1.  It has the corporate power to enter into this Agreement      and to grant the rights and licenses granted herein and to otherwise      perform this Agreement;

             10.1.2.  It is not a Party to any agreement or understanding and      knows of no law or regulation that would prohibit it from entering into and      performing this Agreement or that would conflict with this Agreement;

             10.1.3.  When executed and delivered by it, this Agreement will      constitute a legal, valid and binding obligation of it, enforceable against      it in accordance with this Agreement's terms, except as enforcement may be      limited by laws or regulations relating to bankruptcy, insolvency and      creditors rights or by principles of equity; and

             10.1.4.  To the best of its knowledge, its own Site and any      information or materials supplied to the other Party hereunder does not and      will not (i) contain any

                                       11

     known viruses, Trojan Horse, worm or harmful code the purpose of which is      to disable or interrupt the operating of a computer system or destroy,      erase or otherwise harm any data, software or hardware, (ii) contain any      false, misleading, libelous or defamatory statements, (iii) constitute an      invasion of the rights of privacy or publicity of any third party, (iv)      violate any applicable laws, rules and regulations or (v) infringe, violate      or misappropriate any Intellectual Property Rights of any third party.

11. DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION.

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





    11.1.  Disclaimer of Warranties by VerticalNet.  EXCEPT AS EXPRESSELY SET FORTH IN THIS AGREEMENT, VERTICALNET HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE VERTICALNET SITES AND ALL MATERIALS CONTAINED THEREIN OR PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VERTICALNET EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AS TO THE USER INTERFACE OR USER EXPERIENCE ASSOCIATED WITH THE VERTICALNET SITES AND RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THE PLACEMENT OF ALL LINKS, URLS AND PROPRIETARY FEATURES; PROVIDED, HOWEVER, THAT IN THE EVENT VERTICALNET REDESIGNS THE USER INTERFACE, SUCH LINKS, URLS AND PROPRIETARY FEATURES SHALL RECEIVE PLACEMENT SUBSTANTIALLY SIMILAR TO THE ORIGINAL DESIGN.

    11.2  Disclaimer of Warranties by LeadersOnline.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LEADERSONLINE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE LEADERSONLINE SITE AND ALL MATERIALS CONTAINED THEREIN OR PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LEADERSONLINE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AS TO THE USER INTERFACE OR USER EXPERIENCE ASSOCIATED WITH THE LEADERSONLINE SITE AND RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THE PLACEMENT OF ALL LINKS, URLS AND PROPRIETARY FEATURES; PROVIDED, HOWEVER, THAT IN THE EVENT LEADERSONLINE REDESIGNS THE USER INTERFACE, SUCH LINKS, URLS AND PROPRIETARY FEATURES SHALL RECEIVE PLACEMENT SUBSTANTIALLY SIMILAR TO THE ORIGINAL DESIGN.

    11.3.  Limitation of Liability.  EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 9 OR SECTION 10.1.4  [Representations and Warranties] (v) AND THE INDEMNIFICATION OBLIGATIONS OF LEADERSONLINE UNDER SECTION 11.4(i)(c)  [Indemnification by LeadersOnline] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 11.5(i)(c)  [Indemnification by VerticalNet], NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY

                                       12

OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    11.4.  Indemnification by LeadersOnline.  Subject to Section 11.6  [Procedure], LeadersOnline shall (i) defend at its sole expense VerticalNet and its officers, directors, employees and agents from and against any action, suit, proceeding or investigation brought by a third party and caused by, relating to, based upon, arising out of or in connection with (a) any breach by LeadersOnline of the representations, warranties or agreements made by it under this Agreement, (b) negligence, recklessness or intentional misconduct on the part of LeadersOnline or its officers, directors, employees, agents or consultants, or (c) any claim that any portion of the LeadersOnline Site or any materials provided to VerticalNet pursuant to this Agreement violates, infringes or misappropriates any Intellectual Property Right of any third party and (ii) pay all authorized costs, expenses and disbursements incurred in such defense, and any damages, liabilities, obligations, penalties or judgments awarded in any such action, or any settlement amount agreed to by LeadersOnline.

    11.5.  Indemnification by VerticalNet.  Subject to Section 11.6  [Procedure], VerticalNet shall (i) defend at its sole expense LeadersOnline and its officers, directors, employees and agents from and against any action, suit, proceeding or investigation brought by a third party, caused by, relating to, based upon, arising out of or in connection with (a) any breach by VerticalNet of the representations, warranties or agreements made by it under this Agreement, (b) negligence, recklessness or intentional misconduct on the part of VerticalNet or its officers, directors, employees, agents or consultants, or (c) any claim that any portion of the VerticalNet Site or any materials provided by VerticalNet to LeadersOnline pursuant to this Agreement violates, infringes or misappropriates any Intellectual Property Right of any third party and (ii) pay all authorized costs, expenses and disbursements incurred in such defense, and any damages, liabilities, obligations, penalties or judgments awarded in any such action, or any settlement amount agreed to by VerticalNet.

    11.6.  Procedure. If any action shall be brought against a Party in respect to which indemnity may be sought from the other Party pursuant to the provisions of this Article 11, the Party seeking indemnity (the Indemnitee) shall follow the procedures in this Section.  If an Indemnitee receives any notice of a claim or other allegation with respect to which the other Party (the Indemnitor) has an obligation of indemnity hereunder, then the Indemnitee will, as soon as reasonably possible after receipt of such notice, give the Indemnitor written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim.  The Indemnitee will not make any payment or incur any costs or expenses with respect to such claim, except as requested by the Indemnitor or as necessary to comply with this procedure.  The Indemnitee will not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the case.  The Indemnitor shall immediately assume the full control of the defense or settlement of such claim or allegation, including the selection and employment of counsel, and shall pay all authorized costs and expenses of such defense.  The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the claim.  The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the claim; provided that the Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor pursuant to this procedure.  The

                                       13

Indemnitor will not agree to any settlement that does not include a complete release of the Indemnitee.

    11.7.  Essential Part of Bargain.  The Parties acknowledge that the disclaimers and limitations set forth in this Article 11 are an essential element of this Agreement between the Parties and that the Parties would not have entered into this Agreement without such disclaimers and limitations.

12. MISCELLANEOUS

    12.1.  Intellectual Property.

        12.1.1.  Except for the express rights granted to LeadersOnline under this Agreement, LeadersOnline acknowledges and agrees that the Intellectual Property of VerticalNet is and shall remain the sole property of VerticalNet and nothing in this Agreement shall confer in LeadersOnline any right of ownership or license rights in VerticalNet's Intellectual Property, including all

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





Intellectual Property arising from or created as a result of VerticalNet's performance of its obligations under this Agreement.  In addition, LeadersOnline shall not now or in the future contest the validity of VerticalNet's ownership of its Intellectual Property; provided, however, that LeadersOnline may contest the validity of VerticalNet's Intellectual Property in any proceeding brought against LeadersOnline alleging infringement or misappropriation of VerticalNet's Intellectual Property.

        12.1.2.  Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of LeadersOnline is and shall remain the sole property of LeadersOnline and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in LeadersOnline's Intellectual Property, including all Intellectual Property arising from or created as a result of LeadersOnline's performance of its obligations under this Agreement.  In addition, VerticalNet shall not now or in the future contest the validity of LeadersOnline's ownership of its Intellectual Property; provided, however, that VerticalNet may contest the validity of LeadersOnline's Intellectual Property in any proceeding brought against VerticalNet alleging infringement or misappropriation of LeadersOnline's Intellectual Property.

    12.2.  Parallel Agreement.  VerticalNet agrees that during the term of this Agreement, it shall not enter into an agreement with Futurestep, Inc. to provide promotional opportunities to Futurestep throughout all of the VerticalNet Online Communities, nor enter into any agreement with Futurestep, Inc. for the joint marketing of each other's Sites or services.

    12.3.  Governing Law.  This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.  Subject to the provisions of Section 8, both Parties consent and submit to the exclusive personal jurisdiction of the United States District Courts and the state courts of the Commonwealth of Pennsylvania in and for Montgomery County, Pennsylvania

    12.4.  No Assignment.  Except as otherwise set forth herein, neither Party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party,

                                       14

which consent may be withheld at the other Party's reasonable business discretion; provided, however, that VerticalNet may transfer this Agreement without the prior written consent of LeadersOnline to an Affiliate of VerticalNet, or to the surviving Party in a merger or consolidation, or to a purchaser of all or substantially all of its assets.

    12.5.  Good Faith.  The Parties undertake to display to each other the utmost good faith, consistent with their respective rights and obligations set forth in this Agreement.

    12.6.  Independent Contractors. In connection with this Agreement, each Party is an independent contractor. This Agreement does not, and shall not be construed to, create an employer-employee, agency, joint venture or partnership relationship between the Parties.  Neither Party shall have any authority to act for or to bind the other Party in any way, to alter any of the terms or conditions of any of the other Party's standard forms of invoices, sales agreements, warranties or otherwise, or to warrant or to execute agreements on behalf of the other or to represent that it is in any way responsible for the acts, debts, liabilities or omissions of the other Party.

    12.7.  Notices.  All notices, reports, payments and other communications required or permitted to be given under this Agreement (each, a Notice) shall be in writing and shall be given either by personal delivery against a signed receipt, by express delivery using a nationally recognized overnight courier, or by facsimile. All Notices shall be properly addressed as follows, or to such other addresses as may be specified in a Notice given hereunder:

If to VerticalNet:

Attn: General Counsel or Chief Financial Officer VerticalNet, Inc. 700 Dresher Road, Suite 100 Horsham, Pennsylvania 19044 Tel No.: (215) 315-3200 Fax No.: (215) 784-1960 Email: legal@verticalnet.com

with a copy to:

Michael J. Hagan Executive Vice President VerticalNet, Inc. 700 Dresher Road, Suite 100 Horsham, Pennsylvania 19044 Phone No.: (215) 315-3115 Fax No.:   (215) 784-1960 Email: MHagan@verticalnet.com

If to LeadersOnline:

Michael T. Christy LeadersOnline, Inc.

                                       15

18401 Von Karman Ave. Suite 500 Irvine, California 92612 Phone No.: (949) 752-1000 Fax No.:   (949) 752-1085

with a copy to:

Ronald S. Beard, Esq. Gibson, Dunn & Crutcher LLP Jamboree Center, 4 Park Plaza

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





Irvine, CA  92614 Phone No.:  (949) 451-4089 Fax No.:    (949) 475-4730

A Notice shall be deemed to be effective upon personal delivery or, if sent via overnight delivery, upon receipt thereof. A Notice sent via facsimile is deemed effective on the same day (or if such day is not a business day, then on the next succeeding business day) if such facsimile is sent before 3:00 p.m. prevailing Eastern Time and on the next day (or if such day is not a business day, then on the next succeeding business day) if such Notice is sent after 3:00 p.m. prevailing Eastern Time.

    12.8.  Amendment or Modification.  No subsequent amendment, modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the Parties.

    12.9.  Entire Agreement.  This Agreement sets out the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, proposals, arrangements and communications, whether oral or written, with respect to the subject matter hereof.

    12.10.  Severability.  If any term or provision of this Agreement is held by a tribunal of competent jurisdiction to be illegal, invalid, or otherwise unenforceable in any jurisdiction, then to the fullest extent permitted by law (a) the same shall not affect the other terms or provisions of this Agreement, (b) such term or provision shall be deemed modified to the extent necessary in the tribunal's opinion to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest extent the intent and agreements of the Parties set forth herein and (c) such finding of invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such term or provision in any other jurisdiction.

    12.11.  No Waiver.  Failure to enforce any term of this Agreement is not a waiver of future enforcement of that or any other term.  No term or provision of this Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and signed by the Party against whom enforcement of such waiver or excuse is sought.

    12.12.  Survival.  Sections 5.2  [Restrictions], , 6.6, 6.7, 7.2, 7.3, 12.1, 12.3, 12.5, 12.6, 12.7, 12.9, 12.10, 12.11, 12.12, 12.14, 12.16 and 12.17 and Articles 8, 9, 10, 11, any payment obligations of the

                                       16

Parties hereunder accruing prior to the date of termination; and any other provision herein expressly surviving termination or necessary to interpret the rights and obligations of the Parties in connection with the termination of the Term of this Agreement will survive the termination or expiration of this Agreement.

    12.13.  No Third Party Beneficiaries. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the Parties and their permitted successors and assigns.

    12.14.  Waiver of Jury Trial.  Each Party hereby irrevocably waives all rights a Party may have to a trial by jury in any legal action or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby.

    12.15.  Titles.  The headings appearing at the beginning of the Sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used to determine the construction or interpretation of this Agreement.  The nomenclature of the defined terms in this Agreement shall only be used for the construction of this Agreement, and are not to be used for any other purpose, including, but not limited to, interpretation for accounting purposes.

    12.16.  Force Majeure.  Neither Party shall be held to be in breach of this Agreement by reason of a force majeure event, including, but not limited to, act of God, delay in transportation, fire, flood, earthquake, storm, war, act of a public enemy, civil commotion or any law, rule, regulation, order or other action by any public authority or any other matter reasonably beyond a Party's control. To the extent failure to perform is caused by such a force majeure event, such Party shall be excused from performance hereunder so long as such event continues to prevent such performance, and provided the non-performing Party takes all reasonable steps to resume full performance, provided further that if such delay in performance exceeds 60 days, the other Party may terminate this Agreement upon written notice to the non-performing Party.

    12.17.  Compliance with Laws.  Each Party shall comply with all prevailing laws, rules and regulations and obtain all necessary approvals, consents and permits required by the applicable agencies of the government of the jurisdictions that apply to its activities or obligations under this Agreement.

    12.18.  Execution in Counterparts, Facsimiles. This Agreement may be executed in one or more counterparts, each of which when delivered to the other Party shall be deemed an original and all of which together shall constitute one and the same instrument.  This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, bear the signatures of both Parties hereto.  For the purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.

                                       17

IN WITNESS WHEREOF, the Parties to the Agreement by their duly authorized representatives have executed this Agreement as of the date first written above.

VERTICALNET, INC.                           LeadersOnline, INC.

By: /s/ James W. McKenzie, Jr.              By: /s/ Michael T. Christy     ---------------------------------           --------------------------------

Name: James W. McKenzie, Jr.                Name: MICHAEL T. CHRISTY       -------------------------------             ------------------------------

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





Title: Sr. Vice President                   Title: PRESIDENT       -------------------------------             ------------------------------

                                       18

Source: LEADERSONLINE INC, S-1/A, 4/27/2000 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
[EX A]: In addition, VerticalNet shall not now or in the future contest the validity of LeadersOnline's ownership of its Intellectual Property; provided, however, that VerticalNet may contest the validity of LeadersOnline's Intellectual Property in any proceeding brought against VerticalNet alleging infringement or misappropriation of LeadersOnline's Intellectual Property.

[EX Q]: Table of Contents

Exhibit 4.28

SERVICE AGREEMENT

1 OCTOBER 2019

WPP 2005 LIMITED

and

JOHN ROGERS





Table of Contents

CONTENTS Clause Page

1. Interpretation 3 2. Commencement of Appointment 4 3. Executive's Duties 4 4. Place of Work 5 5. Working Hours 5 6. Remuneration 5 7. Expenses 6 8. Pensions 6 9. Insurances 7 10. Sickness Absence 8 11. Holidays 8 12. Other Interests 8 13. Confidential Information 9 14. Intellectual Property 10 15. Termination of Employment 12 16. Garden Leave 14 17. Office as a Director 14 18. Protective Covenants 15 19. Data Protection 15 20. Grievance and Disciplinary Procedure 15 21. Collective Agreements 16 22. General 16

Signatories 16

Schedule

1. Power of Attorney 17 2. Incentive Plans 18 3. Protective Covenants 21





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THIS AGREEMENT is made on 1 October 2019

BETWEEN: (1) WPP 2005 LIMITED (registered number 01003653) whose registered office is at Sea Containers, 19 Upper Ground, London SE1 9GL (the Company) (2) JOHN ROGERS (the Executive).

IT IS AGREED as follows: 1. INTERPRETATION 1.1 In this Agreement:

Appointment means the employment of the Executive by the Company on and subject to the terms of this Agreement;

Board means the board of directors of the Company or any committee of the board duly appointed for the purpose in question, from time to time;

Financial Year means the Company's financial year ending on 31 December each year;

Group means the Company, any holding company of the Company, and any holding company of the holding company from time to time, together with any subsidiary of the Company or its holding company or the holding company of its holding company, and Group Company means any one of them;

holding company and subsidiary shall, as the context so permits, have the meaning given by section 1159 of the Companies Act 2006 or under relevant applicable laws in Jersey;

Recognised Investment Exchange means a relevant EEA market as defined in, or a market established under, the rules of any investment exchange specified in schedule 3 to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;

Compensation Committee means the committee of non-executive directors as appointed by the Board of WPP plc from time to time for the purposes of determining the Company's policy on executive remuneration;

Termination Date means the date on which the Appointment terminates for whatever reason; and

UK Listing Authority means the FCA, acting in its capacity as the competent authority for the purposes of part VI of the Financial Services and Markets Act 2000. 1.2 A reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.3 The headings in this Agreement are for convenience only and do not affect its interpretation. 3





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2. COMMENCEMENT OF APPOINTMENT 2.1 The Appointment will begin on 27 January 2020 or such other date as the parties shall agree and when the Executive is not subject to any restrictions to prevent the commencement of his employment with the Company. There is no period of previous employment with the Company. 2.2 The Appointment may be terminated in accordance with clause 15 (or in furtherance of any right either party may have at common law). 3. EXECUTIVE'S DUTIES 3.1 The Executive shall serve the Company as Chief Financial Officer and as an Executive Director of WPP plc, and/or in such other capacity or capacities, within the Group as the Company may reasonably require from time to time, but subject always to it being consistent with his status, skills and experience. 3.2 During the Appointment the Executive shall: (a) diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board of WPP plc; (b) accept any offices or directorships as reasonably required by the Company; (c) use his best endeavours to promote, protect, develop and extend the business of the Company and any Group Company; (d) comply with all reasonable and lawful directions given to him by the Board of WPP plc; (e) comply with all policies and procedures of the Company and/or the Group. The Executive's attention is drawn, in particular, but without limitation, to the Company's data protection, anti-bribery and corruption and expenses policies and the WPP Code of Conduct; (f) comply with all requirements, recommendations or regulations of any regulatory authority which is relevant to the Executive's role and/or to the Company or any relevant Group Company; (g) promptly make such reports to the Board of WPP plc in connection with the affairs of the Company or any Group Company on such matters and at such times as are reasonably required; (h) report to the Board of WPP plc his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee who reports to him or a director of the Company or any Group Company, to the extent he has first-hand knowledge of such wrongdoing or proposed wrongdoing by such employee or director, promptly on becoming aware of it; (i) comply with the articles of association (as amended from time to time) of any Group Company of which he is a director; (j) abide by all statutory, fiduciary or common law duties to the Company or any Group Company of which he is a director; (k) do such things as are necessary to ensure compliance by himself and the Company or any relevant Group Company with the UK Corporate Governance Code of the UK Listing Authority (as amended from time to time); 4





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(l) comply with all requirements, recommendations or regulations, as amended from time to time, of the UK Listing Authority, the Market Abuse Regulation (596/2014/EU), the FCA and all other regulatory authorities relevant to the Company or any Group Company and any code of practice issued by the Company (as amended from time to time) relating to dealing in the securities of the Company or any Group Company; and (m) comply with the requirements under both legislation and regulations on insider dealing. 4. PLACE OF WORK 4.1 The Executive's normal place of work shall be the Company's head office in the UK from time to time as the Company may reasonably determine, for the proper performance of his duties. The Executive shall travel to such places (inside and) outside the UK as may be required in order to properly perform his duties, in particular, to the head office in the USA. In connection therewith, the Executive is likely from time to time to be required to work outside the UK for periods exceeding one month. 4.2 There are currently no additional terms which apply where the Executive is required to work outside the UK for a period exceeding one month, but the Company reserves the right to issue such terms, and any such terms will be notified to the Executive. 5. WORKING HOURS 5.1 The parties agree that the Executive's role and senior status are such that the Executive will determine the whole of his working time himself and his working time cannot be measured or pre-determined and, accordingly, that the Appointment falls within the scope of Regulation 20 of the Working Time Regulations 1998, meaning that the restrictions on working time set out in the Working Time Regulations do not apply to him. 5.2 During the Appointment, unless prevented by ill-health or accident and except during holiday taken in accordance with clause 11, the Executive shall devote the whole of his time, skill and attention during normal business hours, and at such other times as may be reasonably necessary (without additional remuneration), to his duties under this Agreement. 6. REMUNERATION 6.1 The Company will pay the Executive a salary of £740,000 and a fixed benefits allowance of £30,000 per annum. The salary (and so far, as is reasonably possible) the benefits allowance will accrue from day to day and be payable in equal instalments in arrears on or around the 25th day of every month, less deductions for income tax and National Insurance contributions and shall be inclusive of any fees receivable by the Executive as a director of any Group Company. 6.2 The Executive's salary will be reviewed by the Compensation Committee every two years. There will be no salary review after notice to terminate this Agreement has been given by either party. The Company has no obligation to increase the Executive's salary following a review. 6.3 The Executive will be eligible to participate in any bonus or discretionary remuneration plan on such terms as the Compensation Committee may from time to time decide and always subject to the terms of the Executive Remuneration policy as approved by shareholders of WPP plc and to additional terms and conditions including the malus and clawback provisions of all relevant share or stock plans and as referred to in Schedule 2. 6.4 Any bonus payment to the Executive shall be purely discretionary and shall not form part of the Executive's contractual remuneration under this Agreement. Payment of a bonus to the Executive in 5





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one year shall confer no right on the Executive to receive a bonus in any other year. Specifically, but without limitation, the Executive shall have no right to be considered for, or payment of, a bonus where the Executive is subject to, or may about to be subject to, an ongoing investigation or disciplinary process into facts or matters which could lead to such bonus being forfeited, or reduced and in all events if the Appointment has terminated for any reason or if he is under notice of termination whether given by the Executive or the Company at or prior to the date when a bonus might otherwise have been payable. For the avoidance of doubt, if the Executive is exonerated of any of the allegations made during any such disciplinary process or if any investigation does not result in any material action against the Executive, he will (once the disciplinary process or investigation is concluded) have the right to be considered for a bonus as if there had been no such investigation or disciplinary process. If any bonus becomes payable in such circumstances it will be paid without delay following the conclusion of the disciplinary process or investigation. 6.5 The Executive hereby irrevocably consents to the Company, at any time during the Appointment or on its termination (however arising), deducting from salary or any other payments due to the Executive in respect of the Appointment any monies due from him to the Company or any Group Company. 6.6 The Executive agrees that every benefit arising out of or in connection with his employment whilst he remains a director is subject to change (including detrimental change without compensation) where any particular benefit paid, or otherwise owing or becoming payable to him in the future, breaches or may breach the terms of the shareholder approved Executive Compensation Policy at any time. 7. EXPENSES

The Company will reimburse the Executive (on production of such evidence as it may reasonably require) the amount of all travelling and other expenses properly and reasonably incurred by him in the discharge of his duties in strict accordance with the Company's expenses policy from time to time. 8. PENSION 8.1 The Company operates a Group pension plan (the Plan). The Executive is entitled to participate in the Plan (or such pension scheme as may be established by the Company to replace the Plan), subject to its trust deeds and rules from time to time. The Executive has opted out of the Plan. Whilst his status remains so, he will receive in lieu the annual sum of 10% of his current salary, paid monthly in instalments, together with his salary. 8.2 The Company reserves the right to terminate the Plan at any time without replacing it. In this event, and assuming he is, or has been, a member, the Executive's rights (if any) will be in accordance with the said trust deeds and rules. 8.3 The Executive has been grated Fixed Protection. The Company acknowledges that once the Executive has informed the Company that he has Fixed Protection, under Regulation 5D of the Occupational and Personal Pension Schemes (Automatic Enrolment) Regulations 2010 it does not need to automatically-enrol or automatically re-enrol the Executive into a pension scheme. The Company therefore agrees not to enrol the Executive in the Plan or any other pension scheme at any time after the Executive has informed the Company that he has Fixed Protection 2016,

The Company agrees in the meantime that it will not enrol the Executive into the Plan or any other pension scheme unless it is compelled to do so by law or the parties agree in writing otherwise. If the Company is compelled to enrol the Executive into the Plan or another pension scheme under law, or the Executive opts to join the Plan or any other pension scheme the Executive acknowledges and agrees that: 6





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(a) the Company has no liability to him if payment of any contribution to, or the provision of any benefit under, the Plan (whether by itself or when aggregated with any contribution to or any increase in value of the Executive's rights under any other arrangement) gives rise to an annual allowance or lifetime allowance charge (within the meaning of the Finance Act 2004) and that the Company has no responsibility to make any enquiry or advise the Executive as to the possibility of any such charge; (b) he is liable for reporting and paying any such charge in accordance with the Finance Act 2004; and (c) the Company has no liability to him in respect of any loss for any reason of enhanced protection, fixed protection, fixed protection 2014, fixed protection 2016 or any similar protection allowed in future (for the purposes of the Finance Act 2004) if applicable to the Executive. 9. INSURANCES 9.1 In partial spend of the fixed benefits allowance referred to in sub-clause 6.1, the Executive and his spouse or civil partner and any children under the age of 21 (or 24 if in full time education) are entitled to membership of a private medical insurance scheme. 9.2 The Executive is entitled to membership of a Group income protection plan and life assurance cover, which will be paid for by the Company. 9.3 Participation in all insurance schemes from time to time is subject to: (a) the terms of the relevant insurance scheme, as amended from time to time; (b) the rules or the insurance policy of the relevant insurance provider, or WPP Healthcare Trust as amended from time to time; and (c) the Executive (and where relevant any other potential beneficiary) satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Company considers reasonable. 9.4 If the insurer refuses for any reason to provide the benefit to the Executive (or any relevant dependant) the Company shall not be liable to provide to the Executive any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit. Full details of the insurance schemes are available from the Company's Worldwide Compensation and Benefits Director. 9.5 For the avoidance of doubt, the Company's sole obligations in respect of the insurance benefits referred to in sub clause 9.1 and 9.2 is to pay the premia from time to time requested by the provider and to pay to the Executive any sums as may from time to time be received by the Company from the provider in respect of any claim made by the Executive (for him or a dependent) under any insurance scheme. 9.6 The Company shall have the right at its sole discretion to alter the cover provided or any term of any insurance scheme or to cease to provide (without replacement) any insurance scheme or cover at any time. 9.7 The Executive is entitled to the benefit of any indemnity in the Company's articles of association and may also entitled to the benefit of cover under such directors and officers liability insurance policy as may be maintained by the Company from time to time. 7





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10. SICKNESS ABSENCE 10.1 If the Executive cannot attend work due to sickness or injury, the Executive will keep the Chairman informed of his condition and, where the absence lasts for a period of seven calendar days or more, the Executive will (at the request of the Company) produce a doctor's certificate to the Company in respect of his absence. (a) Provided the Executive complies with the Company's sickness absence notification and certification requirements, the Executive shall be entitled to receive his full salary and contractual benefits during any period of sickness absence not exceeding 26 weeks in any rolling period of 12 months. These payments shall be inclusive of any Statutory Sick Pay due. No payment of salary will be made during any subsequent period of absence when the Executive is eligible to receive benefits under the Group income protection plan referred to in sub clause 9.2. 10.2 If the Company so reasonably requires, the Executive agrees to consent to a medical examination by a medical practitioner nominated by the Company, at the Company's expense. The Executive agrees that the Company may have access to reports and results produced in connection with any such examination and that it may discuss the contents of the report with the relevant medical practitioner, subject to the Executive being given the opportunity to review and comment on the report before it is disclosed to anyone within the Company. 10.3 If the Executive is absent due to illness for more than one month, the Board shall be entitled at any time thereafter to appoint an executive director or employee to perform the Executive's duties and to exercise his powers until the Executive is able to resume his duties, following which such substitute will cease to act in the Executive's role. 10.4 The Company reserves the right to terminate the Appointment under the terms of this Agreement even when this would or might cause the Executive to forfeit any entitlement to sick pay or Group income protection benefit. 11. HOLIDAYS 11.1 The Company's holiday year runs from 1 January to 31 December (the Holiday Year). The Executive is entitled to 25 days' paid holiday in addition to the usual public or bank holidays in England) in every Holiday Year, to be taken at times convenient to the Company. 11.2 No accrued but untaken holiday may be carried forward to the next holiday year and will lapse unless the Executive has been prevented from taking holiday due to sickness or statutory family leave to which he is or may be entitled further to Company policy from time to time. 11.3 The Company reserves the right to require the Executive to take any outstanding holiday during any period of notice of termination of employment or to make a payment in lieu of holiday outstanding at the Termination Date. If, at the Termination Date, the Executive has taken more holiday than he has accrued, the Executive hereby expressly consents to the Company deducting an appropriate amount from any payments otherwise due him. Deductions and payments in lieu of holiday are to be calculated on the basis that a day's holiday is equal to 1/260 of the Executive's basic salary. 12. OTHER INTERESTS

During the Appointment, the Executive may not accept any employment with or appointment to any office, whether paid or unpaid, in relation to anybody, whether corporate or not (other than a Group Company), or directly or indirectly be interested in any manner in any other business except: 8





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(a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and the Executive (together with his spouse, children, parents and parents' issue) neither holds nor is beneficially interested in more than 1% of the securities of that class; or (b) with the consent in writing of the Company, which may be given subject to any terms which the Company requires. 13. CONFIDENTIAL INFORMATION 13.1 In this clause 13, Confidential Information means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating, without limitation, to the business, clients, customers, products, affairs and finances of the Company or any Group Company for the time being confidential to the Company or any Group Company or in relation to which the Company or any Group Company is subject to a duty of confidentiality and trade secrets including, without limitation, technical data and know-how relating to the business of the Company or any Group Company or of any persons having dealings with the Company or any Group Company, whether or not such information (if it is not in oral form) is marked confidential, and includes, without limitation: (a) existing and prospective activities of the Company or any Group Company, including timing, business plans and financial information; (b) existing and prospective terms of business, prices and pricing strategies and structures, profit margins, trading arrangements, discounts and rebates of the Company or any Group Company; (c) existing and prospective marketing information, plans, strategies, tactics and timing relating to the Company or any Group Company; (d) existing and prospective lists of suppliers and rates of charge relating to the Company or any Group Company; (e) existing and prospective financial and other products or services, including applications, designs, technical data and qualifications relating to the Company or any Group Company; (f) existing and prospective software applications relating to the Company or any Group Company; (g) information relating to existing and prospective officers, employees and consultants of the Company or any Group Company including their engagement, their contractual terms including commission and bonuses and information relating to the termination of their employment or appointment with the Company or any Group Company; (h) any disputes and litigation proposed, in progress or settled in relation to the Company or any Group Company; (i) any invention, technical data, know-how or other manufacturing information of the Group or its customers/clients; and (j) existing and prospective research and development activities. 13.2 The Executive must not make use of or divulge to any person or entity, and must use his best endeavours to prevent the unauthorised use, publication or disclosure of, any Confidential 9





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Information which is disclosed or made available to the Executive, either directly or indirectly, during the course of, or in connection with, the Executive's employment or his holding any office within the Group from any source within the Company or any Group Company and shall be under an obligation promptly to report to the Group any such unauthorised use or disclosure which comes to his knowledge. 13.3 This clause 13 does not apply to information which: (a) is used or disclosed in the proper performance of the Executive's duties or with the prior written consent of the Company or any Group Company; (b) is ordered to be disclosed by a court of competent jurisdiction or otherwise required to be disclosed by law; (c) is already in the public domain (other than as a result of unauthorised disclosure by the Executive or any other person); or (d) is already lawfully possessed by the Executive without any obligations of confidentiality or restrictions on use. 13.4 The Executive shall not, during the Appointment or at any time thereafter, make, except for the benefit of the Company or any Group Company, any copy, record or memorandum (whether or not recorded in writing or on computer disk or tape) of any Confidential Information and any such copy, record or memorandum made by the Executive during the Appointment shall be and remain the property of the Company and accordingly shall be returned by the Executive to the Company on the Termination Date or when required to do so by the Company. 13.5 The Executive shall not other than in the ordinary course of the Appointment without the prior written consent of the Board either directly or indirectly publish any opinion, fact or material or deliver any lecture or address or participate in the making of any film, radio broadcast or television transmission or communicate with any representative of the media or any third party relating to: (a) the business or affairs of the Company or of any other Group Company or to any of its or their officers, employees, customers, clients, suppliers, distributors, agents or shareholders; or (b) the development or exploitation of any Intellectual Property Rights, including Confidential Information. 13.6 Each of the restrictions in each sub clause above will be enforceable independently of each of the others and its validity will not be affected if any of the others are invalid. If any of those restrictions are void but would be valid if some part of the restriction were deleted, the restriction in question will apply with such modification as may be necessary to make it valid. 13.7 For the avoidance of doubt, nothing in this Agreement precludes the Executive from making a protected disclosure within the meaning of Part 4A (Protected Disclosures) of the Employment Rights Act 1996. 14. INTELLECTUAL PROPERTY 14.1 For the purposes of this Agreement, the following definitions shall apply: (a) Intellectual Property Rights means: (i) copyrights, moral rights, patents, inventions, know-how, Confidential Information, database rights, brands, business names, domain names, 10





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and rights in trademarks, service marks and designs (whether registered or unregistered); (ii) applications for registration, and the right to apply for registration, and registrations for any of the same, and any renewals, reissues, extensions, continuations or divisions thereof; (iii) rights to use such assets listed in subparagraphs (i) and (ii) under licences, consents, orders, statutes or otherwise; and (iv) all other intellectual property rights and equivalent or similar forms of protection now or hereafter existing anywhere in the world. (b) IP Materials means all documents, software, photographic or graphic works of any type, and other materials in any medium or format which are created by or on behalf of the Executive in the course of performing his obligations under this Agreement and which are protected by or relate to Intellectual Property Rights. 14.2 Any Intellectual Property Rights created by the Executive or arising in the course of his employment or his performing his obligations under this Agreement shall belong to and vest in the Company. 14.3 To the extent that ownership of Intellectual Property Rights does not vest in the Company by operation of law, the Executive hereby assigns to the Company his entire right, title and interest in all Intellectual Property Rights which arise in the course of performing his obligations under this Agreement (including all present and future copyright, and copyright revivals and extensions). This assignment shall take effect upon the creation of each of the Intellectual Property Rights but if for any reason this does not occur, he agrees that he will hold all such Intellectual Property Rights on trust for the benefit of the Company until such time as it does. 14.4 The Executive agrees to sign all documents and to do all other acts which the Company requests (at its expense) to enable the Company to enjoy the full benefit of this clause 14. This includes joining in any application, which may be made in the Company's sole name for registration of any Intellectual Property Rights (such as a patent, trademark or registered design), and assisting the Company in defending and enforcing such rights during and after the employment (at the Company's expense). 14.5 Without prejudice to the generality of clause 13 (Confidential Information), the Executive may only use the Intellectual Property Rights and IP Materials to perform his obligations under this Agreement, and shall not disclose any Intellectual Property Rights or IP Materials to any third party without the express prior written consent of the Company. 14.6 The Executive waives all moral rights in IP Materials to which he may otherwise be entitled under the law of any relevant jurisdiction and which cannot be vested or assigned pursuant to sub clause 14.2 or 14.3. To the extent that any moral rights cannot be waived under the laws of any relevant jurisdiction, the Executive agrees that he will not enforce such rights. 14.7 The Executive shall promptly transfer to the Company all IP Materials in his possession or under his control as at the Termination Date, or at any time when the Company requests. No copies or other record of any IP Materials may be retained by the Executive except with the prior written consent of the Company. 14.8 The Executive understands and accepts that the remuneration and benefits provided to him by the Company in accordance with this Agreement constitute sufficient consideration to the Executive for the performance of his obligations under this clause 14 including, for the avoidance of doubt, the waiver of or covenant not to assert any moral rights that he may have. 14.9 This clause 14, and the rights and obligations of the parties contained herein, shall survive expiry of this Agreement, or its termination, for any reason. 11





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15. TERMINATION OF EMPLOYMENT 15.1 The Appointment may be terminated by either party giving the other at least 12 months' notice in writing. 15.2 The Company may in its sole and absolute discretion (whether or not any notice of termination has been given under sub clause 15.1) terminate this Agreement at any time and with immediate effect by giving notice in writing to the Executive that the Company is exercising its rights pursuant to this clause 15. If the Company elects to terminate the Executive's employment in this way, it will make, within 30 days, either the first instalment (of equal monthly instalments) of a, or an entire, payment in lieu of notice (Payment in Lieu) equal to the basic salary, benefit allowance and any benefits, as at the Termination Date, which the Executive would have been entitled to receive under this Agreement during the notice period referred to at sub clause 15.1 (or, if notice has already been given, during the remainder of the notice period), less all relevant deductions for income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or discretionary payment(s) that might otherwise have been due during the period for which the Payment in Lieu is made; and (b) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 15.3 The Company may pay any sums due under sub clause 15.2 in equal monthly instalments until the date on which the notice period referred to at sub clause 15.1 would have expired if notice had been given (the Payment Period). 15.4 The Payment in Lieu is at all times conditional on the Executive informing the Company immediately in the event that he receives, or has a right to receive, remuneration from any source in respect of his employment or the provision of his services during the Payment Period or relating to the Payment Period (remuneration shall include any salary, fee or other benefit). 15.5 If the Executive obtains alternative employment or an alternative engagement during the Payment Period any further monthly instalments of the Payment in Lieu will be reduced on a pro rata basis by any payment or remuneration in respect of such alternative employment or alternative engagement during the Payment Period or relating to the Payment Period. 15.6 The Executive shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in sub clause 15.2. 15.7 Nothing in this clause 15 shall prevent the Company from terminating the Appointment in breach of contract or of common law. 15.8 If the Executive: (a) in the reasonable opinion of the Board fails or neglects efficiently and diligently to discharge his duties, including, without limitation his duties under Chapter 2 of part 10 of the Companies Act 2006, or is guilty of any serious or repeated material breach of his obligations under this Agreement and, if that material breach is remediable, fails to remedy the breach within a period of 21 days after being notified in writing to do so; (b) is guilty of any fraud, dishonesty, serious misconduct or any other conduct which, in the reasonable opinion of the Board, brings or is likely to bring the Executive or the Company or 12





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any Group Company into disrepute or affects or is likely to affect prejudicially the interests of the Company or the Group; (c) is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed); (d) is guilty of any material breach or material non-observance of any code of conduct, requirement, rule or regulation referred to in sub clause 3.2; (e) becomes bankrupt or makes any arrangement or composition with his creditors; (f) is prohibited from being a director by law; (g) resigns as a director without the Company's prior consent; (h) has become physically or mentally incapable of acting as a director and may remain so for more than six months, according to a written opinion issued in relation to the Executive to the Company from a registered medical practitioner who is treating the Executive; or (i) is not or ceases to be eligible to work in the UK,

the Company may by written notice to the Executive terminate this Agreement with immediate effect. 15.9 The Company's rights under clause 15.8 are without prejudice to any other rights that it might have at common law to terminate the Appointment or to accept any breach of this Agreement by the Executive as having brought the agreement to an end. Any delay by the Company in exercising its rights shall not constitute a waiver thereof. 15.10 On the Termination Date or, at the request of the Board on either party giving notice to terminate this Agreement, the Executive will immediately: (a) deliver to the Company all other property in his possession, custody or under his control belonging to any Group Company including (but not limited to) computers and any other electronic devices, business cards, credit and charge cards, security passes, original and copy documents or other media on which information is held in his possession relating to the business or affairs of any Group Company; and (b) to the extent possible, irretrievably delete (without keeping any copies in any format) any information relating to the business or affairs of the Company or any Group Company or any of its or their business contacts from any computer or communications systems, including any website or email account, owned or used by the Executive outside the Company's premises and notify the Company of any passwords the Executive used in relation to its computer system. 15.11 If the Executive's rights or benefits under any share option or share incentive scheme in which the Executive may participate (as set out at the date hereof in Schedule 2) are affected by the termination of the Employment, his rights will be determined solely in accordance with the rules of the relevant scheme and the Executive shall not be entitled to any compensation for the loss of any rights or benefits under such scheme. 15.12 If the Appointment is terminated for the purpose of the reconstruction or amalgamation of the Company or by reason of the Company transferring all or a substantial part of its business to another company and the Executive is offered employment by the reconstructed or amalgamated or transferee company on similar terms to the terms of this Agreement, the Executive will have no claim 13





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against the Company or such reconstructed or amalgamated or transferee company in respect of the termination of the Appointment. 16. GARDEN LEAVE 16.1 Following service of notice to terminate the Appointment by either party or if the Executive purports to terminate the Appointment in breach, the Board may suspend all or any of the Executive's duties and powers for such periods and on such terms as he considers expedient and this may include a term that: (a) the Executive must stay away from all or any of the Company's premises, and/or (b) will not be provided with any work, and/or (c) will have no business contact with all or any of the Group's agents, employees, customers, clients, distributors and suppliers, and/or (d) will have no access to the Company's communications systems.

(referred to as Garden Leave). 16.2 During any period of Garden Leave the Company will continue to pay the Executive's salary, benefits allowance and maintain the benefits to which he is contractually entitled prior to the commencement of his Garden Leave (for the avoidance of doubt the Executive shall not be entitled to any bonus or discretionary payment(s) during any period of Garden Leave). 16.3 During any period of Garden Leave may appoint a replacement to exercise any of the Executive's duties and responsibilities and may require the Executive to take such actions as he reasonably requires to effect a proper handover of any of his duties and responsibilities. Alternatively, the Company may require the Executive to carry out exceptional duties or special projects outside the normal scope of his duties and responsibilities (provided such projects are broadly commensurate with his status). 16.4 During any period of Garden Leave the Executive's employment will continue and the Executive will continue to be bound by his obligations under this Agreement and by his general duties of fidelity and good faith (and, where applicable, as a fiduciary). The Executive agrees that the Company may, if it so chooses, announce to third parties that the Executive has resigned or been given notice (as the case may be) but the Executive will not make any comment on his status or change of duties, except to confirm he is on garden leave. 17. OFFICE AS A DIRECTOR 17.1 Any office or directorship which the Executive holds in any Group Company is subject to the articles of association of the relevant company from time to time. 17.2 The Executive is required to familiarise himself with all his responsibilities as a director, legal and/or otherwise. 17.3 Upon termination of this Agreement, or on the Board's request, the Executive will resign from any office held by him in any Group Company without any claim for compensation. 17.4 The Executive shall, at the time of signing this Agreement, appoint the Company as his attorney by executing a Power of Attorney in the form set out in Schedule 1 so that the Company can give effect to the provisions of sub clause 17.3 above and clause 14 above as required. 14





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17.5 In the event that the Executive fails to be re-elected as a director of any Group Company, or if the Executive resigns as a director of any Group Company at the Company's request, this Agreement shall not automatically terminate and the Executive will continue as an employee of the Company unless and until either party elect to terminate the employment (either in accordance with clause 15.1, or where the Company may have a right to terminate his employment summarily under clause 15 or at common law). 17.6 The Executive must not resign from any directorship or office of any Group Company, except on termination of this Agreement (by either party), on the Board's request or as provided in the articles of association of the Company, and he must not do anything that would cause him to be disqualified from continuing to act as a director. 18. PROTECTIVE COVENANTS 18.1 The Executive acknowledges that his senior position with the Company and any Group Company gives him access to and the benefit of confidential information vital to the continuing business of the Company and any Group Company and influence over and connection with the Company's customers, clients, suppliers, distributors, agents, employees, workers, consultants and directors and those of any Group Company in or with which the Executive is engaged or in contact and acknowledges and agrees that the provisions in Schedule 3 are reasonable in their application to him and necessary but no more than sufficient to protect the interests of the Company and any Group Company. 18.2 If any person offers to the Executive any arrangement, contractual or otherwise, and whether paid or unpaid, which might or would cause the Executive to breach any of the covenants in Schedule 3, he will notify that person of the terms of that Schedule 3 and provide that person with a complete copy of it. 19. DATA PROTECTION 19.1 The Company takes its data protection obligations very seriously and complies with its legal obligations under the General Data Protection Regulation and the Data Protection Act 2018 to protect the privacy and security of the Executive's personal information. As a data controller the Company is required to inform the Executive how we hold and use his information. 20. GRIEVANCE AND DISCIPLINARY PROCEDURE 20.1 If the Executive is dissatisfied with any disciplinary decision relating to him, including any decision to dismiss him, he will have the right to appeal to the Chairman of WPP plc, whose decision will be final. 20.2 If the Executive seeks to redress any grievance relating to his employment, the Executive should raise this in the first instance with the Chairman. If the matter is not satisfactorily resolved, the Executive should then apply in writing to the Board and the Board's decision will be final. 20.3 The Company may suspend the Executive from any or all of his duties for as long as is reasonably necessary to investigate any matter in which the Executive is implicated or involved, whether directly or indirectly, or in the event that the Company believes that the Executive's presence in the office would be detrimental to any investigation or to other employees or to the Executive. The provisions of clause 16.1 (a) to (d) and 16.2 will apply during any such period of suspension, with any additional terms depending on the circumstances that may be notified to the Executive in writing at that time. 15





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21. COLLECTIVE AGREEMENTS

The Company is not a party to any collective agreement which affects the Executive's employment. 22. GENERAL 22.1 This Agreement is governed by and construed in accordance with English law, save where provided otherwise herein. 22.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). 22.3 This Agreement contains all the information which is required to be provided to the Executive under section 1 of the Employment Rights Act 1996. 22.4 As from the effective date of this Agreement, all other agreements or arrangements between the Company or any Group Company relating to the employment of the Executive cease to have effect. This Agreement (and the documents referred to within it, including but not limited to the share plans that the Executive participates in from time to time) comprises the whole agreement between the Executive and the Company relating to the Executive's employment by the Company. 22.5 Each Group Company shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce the rights bestowed on it by this Agreement. The consent of a Group Company is not required to amend any terms of this Agreement. Except as set out in this clause 22, a person who is not a party to this Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999. 22.6 This Agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

AS WITNESS the hands of the Executive and of the duly authorised representatives of the Company on the date which appears first on page 1.

SIGNATORIES SIGNED by WPP 2005 LIMITED acting by MARK READ ) /s/ Mark Read

SIGNED by JOHN ROGERS ) /s/ John Rogers 16





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SCHEDULE 1 POWER OF ATTORNEY

By this Power of Attorney made on 1 October 2019, I JOHN ROGERS in accordance with the terms of my service agreement (the Service Agreement) with WPP 2005 Limited (the Company) dated today HEREBY APPOINT the Company to act as my attorney with authority in my name and on my behalf (so that words and expressions defined in the Service Agreement shall have the same meaning herein): (a) during my employment or after it has terminated, to do anything and sign or execute any document and generally to use my name for the purpose of giving to the Company or to any Group Company or its or their nominee(s) the full benefit of clause 14 (Intellectual Property); (b) during my employment or after it has terminated, to do anything and sign or execute any document as may be required under the constitution of the Company and each Group Company to make my resignation as a director from those companies effective; and (c) to appoint any substitute and to delegate to that substitute all or any powers conferred by this Power of Attorney.

I declare that this Power of Attorney, having been given by me to secure my obligations under clause 14 (Intellectual Property) and clause 15 (Termination of Employment) of the Service Agreement, shall be irrevocable in accordance with section 4 of the Powers of Attorney Act 1971.

This Power of Attorney is governed by and construed in accordance with English law, save where provided otherwise herein.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Power of Attorney or its subject matter or formation (including non-contractual disputes or claims).

IN WITNESS whereof this Power of Attorney has been duly executed. EXECUTED as a deed by JOHN ROGERS ) ) /s/ John Rogers in the presence of: )

Witness: Signature: /s/ Rachel Blackman - Rogers

Name: Rachel Blackman - Rogers

Address:

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SCHEDULE 2 INCENTIVE PLANS

The Executive will be eligible to participate in each of the Incentive plans referred to below in accordance with the rules of the relevant plans from time to time.

The receipt of any bonus, award, stock or payment under any or all of these plans in one year shall not create any right or expectation to any bonus or payment in any subsequent year. 1 SHORT TERM INCENTIVE PLAN (STIP) 1.1 The Executive's STIP target award will be up to 112% of base salary with a potential award of up to a maximum of 225% of basic salary depending how far the target may be exceeded. 1.2 All payments under the STIP are discretionary and subject to the approval of the Compensation Committee. 1.3 STIP awards are paid out partly in cash and partly in the form of a deferred stock award under the ESA, the exact split from time to time being a matter of Compensation Committee discretion. The cash element under the STIP is payable in the year following the year for which the bonus is payable. The deferred stock element will be governed by the rules of the relevant stock plan. 1.4 In the event the Executive's employment is terminated or he is under notice of termination, whether such notice is given or received by the Company, prior to the date on which the bonus is paid (in respect of the cash element) or prior to the vesting date of the deferred stock award (in respect of the deferred stock element) the Executive will forfeit all and any rights or entitlements under the STIP and will not have any rights against the Company and/or WPP plc in respect of the loss of such entitlement. 2 EXECUTIVE SHARE AWARD (ESA) 2.1 The Executive will be eligible to receive Executive Share Awards (ESA) further to his STIP awards. 2.2 Annual targets based on the financial results of the Company will be determined by WPP plc. ESAs are granted in form of awards (if any) made after the end of the relevant calendar year, under the relevant stock plan and are subject to such conditions as the Compensation Committee may determine from time to time. All ESAs are subject to the overriding discretion of the Compensation Committee up to the point at which the award under the relevant stock plan is granted. Currently the ESA share vesting period is three years from the start of the Financial Year to which the relevant ESA award relates. 2.3 The granting and vesting of stock awards will be subject to such conditions as the Compensation Committee may determine from time to time and subject always to the provisions of the relevant stock plan. 3 EXECUTIVE PERFORMANCE SHARE PLAN (EPSP) 3.1 At the discretion of the Compensation Committee, the Executive will be eligible to participate in the Executive Performance Share Plan. 3.2 The Company currently expects that the Executive will be granted a target award under the EPSP of WPP plc stock of 300% of his base salary (but this is subject always to the discretion of the 18





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Compensation Committee and may be adjusted downwards prior to the grant being made) which will vest subject to performance (as deemed by the Compensation Committee in its discretion) at the end of the performance period. 3.3 The granting and vesting of awards under the EPSP will be subject to such conditions as the Compensation Committee may determine from time to time and subject always to the provisions of the EPSP 4 PERFORMANCE ADJUSTMENTS 4.1 If the Executive: (a) commits an act of fraud, dishonesty, deceit, breach of fiduciary duty or other gross misconduct; (b) does or omits to do something that results in a set of audited accounts of a Group Company being materially wrong or misleading; and either (i) those accounts have to be materially corrected; or (ii) a subsequent set of accounts or data have to be adjusted or include a provision or write down as a result of that act or omission; or (iii) a liquidation event occurs in relation to that Group Company; or (c) knew or should have known that any information used to calculate any STIP awarded to him was incorrect; or (d) prior to the award or payment of any STIP award, committed any material wrongdoing that had the Company known of it would have entitled the Company to terminate the Executive's employment in accordance with clause 15 of the Agreement,

then the Compensation Committee can decide that: (i) any STIP award or part of a STIP award awarded to him pursuant to this Agreement will be cancelled; and/or (ii) any STIP award or part of a STIP award paid to him in satisfaction of any STIP award under this Agreement must be repaid by the Executive. 4.2 This sub-clause 4.2 applies if, at any time prior to the third anniversary of the payment of any STIP awarded pursuant to this Agreement, the Compensation Committee determines that any of the circumstances described in sub-clauses 4.1(a) to 4.1(d) has arisen. 4.3 If sub-clause 4.2 applies, the Compensation Committee can decide that the relevant STIP award or part of the STIP award will be cancelled or should not have been paid and must be repaid by the Executive to compensate the Company for any overpayment. 4.4 Subject to sub-clause 4.5 the Executive will, if required to do so by the Compensation Committee, repay to the Company or to another Group Company as notified by the Company the amount of cash that the Compensation Committee determines is required to compensate the Company for any overpayment. 19





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4.5 If the Executive was subject to tax, social security contributions or other levies (Taxes) on payment of the STIP award, and in the Compensation Committee's reasonable opinion he will not get a credit or repayment of some or all of the Taxes, the Compensation Committee will reduce the amount of cash that the Executive can be required to transfer under sub-clause 4.4 by the amount that reflects the Taxes in respect of which credit or repayment is unavailable. 4.6 The Compensation Committee will act reasonably in using its authority under sub-clauses 4.1to 4.5of this Schedule 2 5 ONE-TIME AWARDS

5.1 The Executive will, subject to the terms of this Schedule 2, be eligible to receive the following one-time awards in compensation for the short term and long-term incentive awards he will cease to be entitled to on cessation of his previous directorship of and employment with J Sainsbury plc or one of its subsidiaries (JS):

(a) a cash award equivalent to the cash bonus he would have received from JS in respect of the 2019 financial year and payable in 2020 determined on the same basis as the compensation committee of JS awards a cash bonus to the CEO and Executive management team of JS; and

(b) £361,252 payable in cash in respect of the JS 2018 Deferred Share Award; and

(c) £368,455 payable in cash in respect of the JS 2016 LTIP Award; and

(d) an award equivalent to the value of the deferred share award he would have received from JS in respect of the 2019 financial year and awarded in 2020 determined on the same basis as the compensation committee of JS awards a cash bonus to the CEO and Executive management team of JS, to be granted over restricted ordinary WPP shares with a vesting date in May 2022;

(e) an award to the value of £364,102 to be granted over restricted ordinary WPP shares with a vesting date in May 2021 in respect of the JS 2019 Deferred Share Award; and

(f) a cash award in respect of the JS 2017 LTIP award currently estimated to be valued at £644,160 but to be determined based on the actual performance disclosed in the JS 2020 annual report and accounts and to include JS dividend equivalents. The Executive commits to utilise the net amount after tax and deductions to acquire WPP ordinary shares that he will hold beneficially for a minimum of two years; and

(g) an award to the value of £1,069,788 to be granted over ordinary shares under the terms of the WPP EPSP 2019 award with a vesting date of March 2021 in respect of the JS 2018 LTIP. The Executive commits to utilise the net amount after tax and deductions to acquire WPP ordinary shares that he will hold beneficially for a minimum of two years; and

(h) an award to the value of £1,427,991 to be granted over ordinary shares under the terms of the WPP EPSP 2019 award with a vesting date of March 2022 in respect of the JS 2019 LTIP. The Executive commits to utilise the net amount after tax and deductions to acquire WPP ordinary shares that he will hold beneficially for a minimum of two years.

5.2 In relation to the one-time awards in clause 5.1 payable in cash, the payment will be made in the second month following the Executive's commencement of employment with the Company or such later date when the outcomes of the JS incentive plans are available. The one-time share award in clause 5.1 will be made in the first open period of WPP plc following the Executive's commencement of employment with the Company. 20





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SCHEDULE 3 PROTECTIVE COVENANTS 1 The Executive agrees and undertakes with the Company acting on behalf of itself and as agent for each Group Company that he will not in any Relevant Capacity at any time during the Restricted Period: (a) within or in relation to the Restricted Territory take any steps preparatory to or be directly or indirectly engaged, employed, interested or concerned in: (i) any Competing Business; and/or (ii) any Target Business Entity, (b) within or in relation to the Restricted Territory acquire a substantial or controlling interest directly or by or through any nominee or nominees in any Competing Business, Target Business Entity or in any Person owning or controlling a Competing Business or Target Business Entity; or (c) solicit or attempt to solicit, canvass, interfere with or entice away from the Company or any Relevant Group Company the custom or any prospective custom of any Client or any Prospect with a view to providing to that Client or Prospect any products or services which are the same as or materially similar to any Restricted Business in competition with the Company or any Relevant Group Company; or (d) provide or agree to provide any products or services which are the same as or materially similar to any Restricted Business to any Client or any Prospect in competition with the Company or any Relevant Group Company; or (e) solicit, entice or encourage or attempt to solicit, entice or encourage any Key Individual to leave the employment of the Company or any Relevant Group Company (whether or not such person would commit any breach of his contract of employment by doing so); or (f) employ, engage, appoint, enter into partnership or association with or in any way cause to be employed, engaged or appointed any Key Individual in relation to any Person which is or is proposing to be a Competing Business or is or is proposed to be directly or indirectly owned by or controlling any Competing Business; or (g) provide or agree to provide any products or services which are the same as or materially similar to any Restricted Business in respect of any Competitor Account; or (h) be employed or engaged by any Client or Prospect if as a result the Client or Prospect will cease to use or materially reduce its usage of the products or services of the Company or any Relevant Group Company or, in the case of a Prospect, will not use the products or services of the Company or any Relevant Group Company or use them to a materially lesser extent; or (i) solicit or try to solicit or place orders for the supply of products or services from any Supplier if as a result the Supplier will cease supplying, materially reduce its supply or vary detrimentally the terms on which it supplies products or services to the Company or any Relevant Group Company; or 21





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(j) encourage, assist or procure any Person to do anything which if done by the Executive would be a breach of sub clauses 1 (a) to (i). 2 The Executive agrees that updating his profile and/or connecting or reconnecting to Clients, Suppliers or Prospects using Social Media during the Restricted Period may amount to a breach of sub clauses 1 (a) to (j) above. 3 The parties agree that the restrictions (whether taken individually or as a whole) in sub clauses 1 (a) to (j) above are reasonable having regard to the legitimate protectable interests of the Company and the Group and that each such restriction is intended to be separate and severable and the validity of each is not affect if any of the others are involved. In the event that any of the restrictions is held to be void but would be valid if part of its wording was deleted, that restriction shall apply with whatever deletion is necessary to make it valid and effective. 4 It is understood and agreed by the parties that damages shall be an inadequate remedy in the event of a breach by the Executive of any of the restrictions contained in sub clauses 1 (a) to (i) above and that any such breach by him or on his behalf will cause the Company and any Relevant Group Company great and irreparable injury and damage. Accordingly, he agrees that the Company and/or any Relevant Group Company shall be entitled, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to injunctive and other equitable relief in the event of a breach or intended or threatened breach by the Executive of any of those restrictions. 5 If the Company exercises its right to suspend the Executive's duties and powers under clause 16, the period of the suspension will reduce the Restricted Period. 6 For the purposes of this Schedule 3 the following additional definitions shall apply:

Client means any Person with whom or which the Company or any Relevant Group Company has arrangements in place for the provision of any Restricted Business and with whom or which the Executive had material involvement or for whose business he was responsible or about which he acquired material Confidential Information, in the course of his employment at any time during the Relevant Period.

Competing Business means any Person providing or proposing to provide any products or services which are the same as or materially similar to and competitive with any Restricted Business.

Competitor Account means any account, product or brand which competes with any Client's account, product or brand in respect of which the Executive had material dealings or responsibility on behalf of the Company or any Relevant Group Company or about which he acquired Confidential Information, during the course of his employment at any time during the Relevant Period.

Key Individual means any individual who was employed by the Company or any Relevant Group Company to provide services personally at the date on which the Appointment terminates (or but for the breach by the Executive of his obligations under this Agreement and/or implied by law would have been so employed at the date on which the Appointment terminates) and who in the course of his duties during the Relevant Period had material dealings with the Executive and: (a) either: (i) reported directly to him; and 22





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(ii) had material contact with clients or suppliers of the Company or any other Relevant Group Company in the course of his employment;

or (b) was a member of the board of directors or the senior management team of the Company or any Relevant Group Company or reported to any such board of directors or senior management team.

Prospect means any Person who was at any time during the Relevant Period negotiating or discussing (which shall include for these purposes a pitch or presentation) with the Company or any Relevant Group Company the provision of any Restricted Business and in respect of which such negotiations or discussions the Executive was materially involved or had responsibility for or about which he acquired material Confidential Information, in the course of his employment at any time during the Relevant Period.

Relevant Capacity means either alone or jointly with another or others, whether as principal, agent, consultant, director, partner, shareholder, independent contractor, employee or in any other capacity, whether directly or indirectly, through any Person and whether for the Executive's own benefit or that of others (other than as a shareholder holding directly or indirectly by way of bona fide investment only and subject to prior disclosure to the Company up to 1% in nominal value of the issued share capital or other securities of any class of any company listed or dealt in on any Recognised Investment Exchange).

Relevant Group Company means any Group Company to which the Executive rendered services or for which he had management or operational responsibility during the course of his employment at any time during the Relevant Period.

Relevant Period means the twelve-month period ending with the Termination Date.

Restricted Business means and includes any of the products or services provided by the Company or any Relevant Group Company at any time during the Relevant Period with which the Executive had a material involvement or about which he acquired Confidential Information at any time during the Relevant Period.

Restricted Period means the 12-month period commencing on the Termination Date in relation to sub-clause 1(a) and the 18- month period commencing on the Termination Date in relation to all remaining sub-clauses in clause 1 above.

Restricted Territory means England and such other countries in which the Company or any Relevant Group Company carried on any Restricted Business at the Termination Date.

Supplier means any Person who at any time during the Relevant Period provided products or services to the Company or any Relevant Group Company being a Person with whom the Executive had material dealings or for whom he had responsibility or about whom he acquired material Confidential Information, in the course of his employment at any time during the Relevant Period.

Target Business Entity means any business howsoever constituted (whether or not conducting a Restricted Business) which was at the Effective Date or at any time during the Relevant Period a business which the Company or any Relevant Group Company had entered into negotiations with or had approached or had identified as: 23





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(a) a potential target with a view to its acquisition by the Company or any Relevant Group Company; and/or (b) a potential party to any joint venture with the Company or any Relevant Group Company,

in either case where such approach or negotiations or identity were known to a material degree by the Executive or about which he acquired material Confidential Information, in the course of his employment during the Relevant Period. 24 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[EX A]: The Company shall have the right at its sole discretion to alter the cover provided or any term of any insurance scheme or to cease to provide (without replacement) any insurance scheme or cover at any time.

[EX Q]: Exhibit 10.39

English Translation

Jiangsu Telecom Contract No.: JSXCS1200166CC000

Cooperation Agreement on Mobile Game Business

Between

Dazzle Interactive Network Technologies Co., Ltd.

And

Shenzhen iDreamSky Technology Co., Ltd.

Party A: Dazzle Interactive Network Technologies Co., Ltd. Address: 4F, Han Zhong Hua Mansion, 268 Han Zhong Road, Gu Lou District, Nanjing Zip code: 210001 Contact person: Chen Xi Tel:    Name of account: Dazzle Interactive Network Technologies Co., Ltd Deposit Bank: China Merchants Bank, Chengbei Sub-branch, Nanjing A/C:

Party B: Shenzhen iDreamSky Technology Co., Ltd. Address: 7F, EVOC Technology Building, No. 31 Gaoxin Central 4th Road, Nanshan District, Shenzhen Zip code: 518057 Contact person: Chen Zhiyu Contact Tel:    Name of account: Shenzhen iDreamSky Technology Co., Ltd. Deposit Bank: China Merchants Bank Co., Ltd., CMB Shenzhen Sungang Sub-branch A/C:

    Page 1 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   In order to provide Party A's users with better value-added application services and satisfy the growing market demands, the Parties hereto, upon thorough negotiations based on the principles of equality, mutual benefits, mutual supplementation of advantages, joint development, and fully leveraging the advantages of the Parties hereto in their respective areas of service, the Parties hereto have agreed as follows in respect of the cooperation in mobile game services:

Article 1 Contents and Principles of Cooperation

1.1 Party A, as an Internet business provider, and Party B, as a mobile game content provider, will establish a cooperation relationship in the area of mobile game service.

1.2 The details of the content and application services provided by Party B are: 1) Party B will provide Party A with the mobile games that are developed by itself and have legitimate intellectual properties, or third party mobile games that are acquired by Party B by way of authorization and have been granted legitimate right of use; and 2) Party B will provide Party A the software and hardware technical support (and the timely updates thereof) for game running to secure the stable running of the games.

1.3 Party A shall provide, for a consideration, network resources, portals and such other advertising resources, as well as connection services and business fee calculation/collection service. Party A will charge relevant information fee from the users of Party B's mobile game service, and will share such information fee with Party B as agreed herein.

1.4 Except otherwise agreed between the Parties, Party B will acknowledge and accept the changes in cooperation business and mode proposed by Party A due to business development, and assist Party A in effecting such changes.

1.5 Resources devoted by Party A: business connection platform, network resources, portals and other advertising channels, etc.

1.6 Resources devoted by Party B: mobile game application system and relevant contents (including, without limitation, copyright, right of portrait and such other lawful rights), etc.

1.7 Scope of cooperation service: all users of Party A's interactive platform.

Article 2 Rights and Obligations of Party A

2.1 Party A shall have a preemptive right to carry out mobile game services with Party B on a nationwide basis.

2.2 Party A shall have the right to know and review the business license, relevant qualification certificate, copyright ownership, business permits, bank account and such other information provided by Party B.   Page 2 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   2.3 Party A shall have the right to know the legality of the mobile game information provided by Party B, provided, however, that Party A will not take any responsibilities arising from any illegal or incorrect information provided by Party B.

2.4 Depending on the business and market development, Party A has the right to formulate or amend the business standards, management measures, quality and/or service standards, and communicate the same to Party B in an appropriate form for Party B to comply with. At the same time, these documents will be used by Party A as basis to manage and assess Party B's business operations. The business standards, management measures, quality and/or service standards so formulated or amended shall be equally effective as this Agreement.

2.5 Party A shall be responsible for the day-to-day maintenance of the business billing platform, and provide guidance and assistance to Party B in system connection, debugging and online work to guarantee the stable running of the platform. Party A shall open the network management system and other interface management tools to Party B to facilitate its checking of the charges to users and relevant status of operation, so as to ensure that Party B can monitor the fee charge and operation of its games in a convenient, true and valid manner.

2.6 Party A shall have the right to review the content and sources of the games put online by Party B on the platform, and make confirmation on the business management system in an appropriate form, provided, however, that Party A will not assume any responsibility arising from any illegal contents provided by Party B.

2.7 According to Management Measures for Cooperation in Mobile Game Business (V1.0), Party A shall have the right to review and assess Party B and its various business, select the superior and eliminate the inferior based on Party B's performance in business development, credit points and breaches, reward Party B's creative business and supervise Party B's customer service quality, and may terminate this Agreement with Party B if it fails to reach Party A's standards.   2.8 Party A shall be responsible for the overall advertising of the cooperation business.

2.9 If Party A is investigated by relevant national authority, consumers' association or any other organization, or is claimed legal responsibilities, due to the users' browsing or use of the contents and application services provided by Party B, Party A may unilaterally terminate this Agreement by a written notice, and Party B shall bear any direct and indirect losses thus suffered by Party A, including, without limitation:

  (1) costs of preliminary input and preparatory work made by Party A for performance of this Agreement;

  (2) costs already paid by Party A for performance of this Agreement;

  (3) anticipated gains for Party A's performance of this Agreement;

  (4) costs, indemnities or other payables by Party A in relevant litigations incurred for reasons attributable to Party B.   Page 3 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   2.10 If Party A receives any complaint or notice alleging that any content provided by Party B is involved in an infringement dispute, Party A may suspend the connection of Party B's system, unilaterally terminate this Agreement and suspend the settlement of relevant fees, and notify Party B to delete or shield such content involving infringement. The business will be resumed upon confirmation by Party A after Party B notifies the results to Party A.

2.11 Party A shall construct and maintain the business management system, use the business management system to post notice/announcement, business management measures and relevant policies, and shall inquire, manage and update the information regarding the cooperation. Party A shall provide Party B with its user name and password on the business management system for Party B to log on.

2.12 Party A shall test the business filed by Party B after approving it, and after the test is passed, provide Party B with a written confirmation or otherwise confirm with appropriate forms in the business management system. The official launch time of the business will be the time when Party A officially launches the billing service.

2.13 During the term of cooperation, Party A may suspend its cooperation with Party B if there is user complaint on Party B's service quality issue, which has resulted in adverse social impact; in serious cases, Party A may unilaterally terminate this Agreement.

2.14 Party A may, as requested by customers and market orders, review the business contents and prices filed by Party B, and may withhold the settlement of the information fee incurred by Party B's discretional change of charges.

2.15 Any complaints made by users with respect to the fee charging activities by Party B (except complaints attributable to Party A), once discovered, may be immediately notified by Party A in writing to Party B for correction, and Party A may take measures of fee refunding or suspension of fee charging according to relevant rules and as agreed herein. For complaints which Party B fail to make reasonable explanation, Party A may require Party B to reduce and exempt information fee of relevant users, and based on the seriousness of situation, require Party B to take relevant liabilities for breach of contract in accordance with relevant business management measures.

2.16 Party A shall be entitled to supervise the business conduct of Party B, and Party B shall assist Party A to avoid any adverse impact on Party A's normal business. If Party B's businessconduct causes adverse impact on Party A's normal business in violation of this Agreement, Party A may terminate this Agreement and Party B shall assume relevant liabilities for breach of contract.

Article 3 Rights and Obligations of Party B

3.1 Party B shall be responsible for content development, platform building and maintenance, marketing and customer service of the cooperation business.

3.2 Party B guarantees to have the legal permits and qualifications necessary for the performance of the matters hereunder, including, without limitation, business license with legitimate business scope, qualification for providing contents/application services; Party B shall provide Party A with true and legitimate business permits for Internet information service and relevant business and such other credentials, creditability certificate, certificate for legitimacy of copyright sources, adequate after-sale service system, price approval, bank account and such other documents.   Page 4 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   3.3 Party B must strictly comply with relevant industry laws, rules and standards promulgated by the State, including, without limitation, the PRC Telecommunications Regulations, Administrative Measures on Internet Information Service, Interim Provisions on the Administration of Internet Publishing, Interim Provisions on the Administration of Internet Websites' Engaging in News Publication Services, and such other laws, regulations, policies and industry management rules, and shall not distribute and disseminate illegal, unhealthy, reactionary information or advertisement or such other junk information on the Internet.

3.4 Party B guarantees that it enjoys the intellectual property and civil rights on all the information/application service resources provided by it, has obtained the license and authorization from relevant right owners, and does not infringe on any person's copyright, trademark right, patent right, trade secrets or other intellectual property rights, other property rights, right of portrait or other personal right.

3.5 Party B shall comply with the various rules and requirements in the business standards, management measures, quality and/or service standards formulated or amended by Party A, which shall be equally binding as this Agreement.

3.6 Party B guarantees that the prices of the various business it provides are in line with the pricing policies of the State, and it will be responsible for any price complaints made by relevant administrative authority or users.

3.7 Party B may negotiate the mode of cooperation with Party A, and may determine the operation strategy for its mobile game service business, provided, however that the pricing of its business shall be approved by Party A and filed to relevant authority for record.

3.8 In case of any issues of Party B's own systems (such as WAP website or game server) that affect Party A's communications system, Party B shall submit to the connection control by Party A thereon, and any consequence thus incurred shall be fully taken by Party B itself.

3.9 Party B shall undertake allliabilities arising from the wireless value-added business provided by any third party to the users in any form whatsoever through Party B's maintenance interface. Party B shall not transfer the business interface provided by Party A to a third party in any form whatsoever, and Party A will not be responsible toward any users or third party with respect thereto.

3.10 As required by relevant regulations of the State and as requested by Party A, Party B shall provide relevant qualification certificates when applying to open and add business, to evidence that it has sufficient qualification, capability and authority to conduct such business. Party B shall guarantee that such qualification certificates are true and valid, while Party A is not obliged to inspect the authenticity and validity of such qualification certificates.   Page 5 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   3.11 Party B's conduct of value-added business has to pass necessary technical test. If such business fails to pass the test as required by Party A for reasons attributable to Party B as of the commencement date of such test period, the application of such business shall be null and void, and the costs of such technical tests shall be borne by Party B. Party B has to submit a new application for such business if it wishes to continue the cooperation in this business.

3.12 Party B shall not carry out business testing or provide business to customers at its own discretion without obtaining Party A's consent.

3.13 Party B shall make available to Party A the network access and authority for business inquiry and cancellation and upon the request of Party A, may provide such data/reports on user development, user classification, user habits and business outlook forecasts, and will convey to Party A in time the user files that may be required for management of such business to ensure the real-time update of Party A's user data room. At the same time, the Parties confirm that Party A shall have the ownership of the user files, and the user files and information shall belong to Party A's confidential information, for which Party B shall take the confidentiality obligation hereunder; Party B shall not use such information for any purposes other than those agreed herein without authorization, or provide such information to any third party in any manner whatsoever.

3.14 Party B shall resolve any disputes arising from the safety and legality of the information contents or services it provides, and shall guarantee that the services it provides will not expose Party A's communications network, value-added business platform or other third party interests to any significant potential risks. Party B shall assume any losses thus incurred to Party A and/or any third party and appropriately declare its responsibility in public and eliminate any adverse impact.

3.15 Without Party A's prior consent, Party B shall not imbed business at mobile terminal or UTK/STK/OTA cards, whether on its own or together with other mobile terminal companies.

3.16 Party B shall mark the brand of China Telecom Mobile Game on the external promotion and advertisement of the cooperation contents of the Parties; the name of Party A may, but neither the logo of China Telecom nor the customer service number 10000 shall appear at such advertisements. The contents of the business described by Party B in any media (e.g. newspaper, radio, TV, leaflets, webpages, etc.) shall obtain the prior written consent of Party A, and Party B shall not post any business content description to which Party A objects.

3.17 When providing services to users, Party B shall not, in any manner including but not limited to coercion, cajole, fraud or cheat, in order to make users order tailored business and charge fees therefor, or otherwise increase any unnecessary costs to users.

3.18 Party B shall not advertise, or make any statement favorable for, any competitor having the same or similar business scope as Party A in the services it provides.   Page 6 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   3.19 Party B may use its user name and passwords on the business management system to log in, and effect such functions as application for value-added business, company information maintenance, information exchange between the Parties regarding their cooperation in value-added business. Party B shall truthfully register/update in time its name, designated bank, account, contact person, customer service and such other information, and properly keep and maintain any contract information, settlement information, information on handling of complaints and breach of contract as generated by the business management system. Party B shall take proper care of, and shall not allow any third party to use, its user name and password for the business management system. Any losses incurred to either Party or users arising from other person's knowledge of Party B's user name and password for reasons attributable to Party B shall be borne by Party B on its own.   3.20 Party B shall have the right to obtain the information fee settled by Party A.

3.21 Except otherwise expressly agreed between the parties or agreed by Party A beforehand, Party B shall not transfer any cooperation business to a third party in any form whatsoever. Any transfer in violation hereof shall be deemed as a breach by Party B, for which Party B shall take relevant breaching liability and Party A may terminate this Agreement, suspend fee settlement and require Party B to undertake any direct or indirect loss thus caused.

3.22 In case of subject change of Party B (the change of holding entity of its business license or license for value-added telecommunications business (ISP Certificate)), Party B shall settle all fees payable to Party A and if there is no pending breach to be resolved, provide the approving notice on subject change issued by AIC, and may complete the relevant subject change procedures only after approved by Party A.   3.23 Party B shall pay performance deposit to Party A on time and in full amount as agreed herein.

Article 4 Standard Business Practices

4.1 Party A shall provide Party B with the interface parameters of WAP gateway, SMS gateway and relevant platform, and assist Party B in business debugging, testing and opening.

4.2 The boundary to divide the respective areas of maintenance by the Parties shall be the gateway equipment and the interface from telecommunication business platform to Party B's equipment. The equipment on the inner side of the interface shall be maintained by Party A's maintenance department, and the equipment on the outer side of the interface shall be maintained by Party B. If Party B uses an exclusive line, then the interface cable and its connectivity shall be in the charge of the applicant for such exclusive line and the other Party shall provide assistance.

4.3 Party B shall be responsible for the building and maintenance of its systems, including all hardware equipment, system debugging, opening, and system maintenance work relating to the the wireless value-added business under this Agreement and the costs of each of the foregoing .

4.4 Party B shall be responsible for the interconnection of Party B's systems with the various gateways or servers of Party A and the application, renting and maintenance of relevant communication circuit, and bear the corresponding costs.   Page 7 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   4.5 Party B guarantees that the debugging, connection and system maintenance work of its systems will not be carried out in the busy hours of Party A's business, and all work that may have comparative big impact on the users must be done late at night to minimize the impact on the users' use of wireless value-added business. Party B further guarantees that such work will not impact the normal running of Party A's network and it will assume relevant liabilities for malfunctions of Party A's network system thus incurred.

4.6 Any debugging, connection and system modification work by Party B to its systems must be notified to Party A in advance and obtain Party A's confirmation, after which Party B should announce to users via email, advertisement, SMS or other effective manner, so as to minimize the impact on users.

4.7 Party B shall submit to any adjustment arrangement made by Party A to data traffic in urgent cases for purposes of guaranteeing the normal stability of the various value-added business.

4.8 Party B guarantees to provide 24 hour non-interrupted system maintenance.

4.9 Party A shall define the scope of effective billing customers of mobile business, and the information fee incurred by invalid user number or the user number not covered by business will not be settled.

4.10 No fees will be charged to such numbers as provided by Party A that suspend service, that are canceled or recovered from the following month. In case Party B fails to respond or respond in time, Party A may claim breaching liabilities by Party B and deduct the corresponding amount at the time of settlement.

4.11 Party B shall make sure that prior to its provision (including marketing and business advertising) of any service to users (including paid service and free service), it will thoroughly notify the users in a proper form, and ensure that the users are fully aware of, the content, means of provision, standard fee rate (information fee and communication fee), frequency of transmission, method of use, manner of cancellation, customer service call number and such other information users need to know for ordering service and make payment for such service. Party B may provide such service to users only upon obtaining the consent of users in a provable manner, and is prohibited to provide services to users without users' proper knowledge. Party B shall not purposefully intercept information, or discretionally send advertising information to users. In case of such breach by Party B, it shall assmue all liabilities.

4.12 The business operated by Party B shall be confined to the category provided in Article 1 hereof. Any business beyond such scope shall be subject to an application filed by Party B to Party A via facsimile affixed with official seal, and may be opened and put in practice only after it is approved by Party A and has successfully passed the test. The application facsimile aforementioned shall specify the reason, expected time for business opening and business description. If Party B is discovered to have discretionally opened a business that fails to be approved by Party A, Party A may refuse to settle all the fees and terminate the cooperation.   Page 8 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   4.13 Party B must provide users with unified method for inquiries and service cancellation.

4.14 For business that is officially opened after being approved by Party A, Party B may apply for fee rate change at least three months after the date on which such business is opened. After obtaining the approval from Party A and the official opening of the business, Party B shall properlynotify the users about such information about the details of fee rate change, the way to cancel the ordered service, customer service call number of Party B, and post the change notice (which shall last for one month) at a prominent location on Party B's website; Party B may change the rate of information fee for the business in close cooperation with a third party information source only after such planned change has been announced simultaneously at the main advertising media of such third party information source.

4.15 The Parties shall keep records of users' use of the business for at least 6 months, and shall keep the record of user's customized business until more than 6 months after the business is canceled by relevant user.

4.16 The Parties shall act according to the relevant policies promulgated by the competent industry administration authority (if any).

4.17 The Parties confirm to initially adopt such billing modes as payment by month, by time or by length of time for Party B's users; other more reasonable billing modes may be additionally adopted upon negotiations between the Parties.

4.18 Party B shall establish a black list policy for customer service, based on which Party B will include the users who maliciously owe fees or customize services into a black list for management, and Party B shall well explain such policy to relevant users. Party B shall use technical means to monitor the extraordinary traffic, and implement monitor alert and restriction on any owed fees that may be produced by large amount of information fee (over RMB 150/day/user) arising from malicious customization and ordering of services. Party B shall take restrictive measures on the canceled or recovered user numbers provided by Party A every day, and take restrictive measures on the canceled or empty numbers every month. In case Party B fails to take measures on such users, or fails to take measures in time, it shall be responsible for all high-value maliciously owed fees or such other owed fees arising from the using of mobile game services by the users with canceled or suspended number, and Party A will deduct such amounts from the information fee to be settled.

4.19 Party B shall not discretionally provide inquiry services of detailed bills of information fee to users, which shall be provided by Party A instead.

4.20 Users using services abroad may cancel the mobile game service already ordered, and Party B is obliged to respond and confirm such request for cancellation in time. When the customer opens such service, Party B has the duty to declare to the users that any international communication fee incurred due to the customer's failure to cancel any ordered mobile game service or the customer's continued use of any mobile game service in the roaming state will all be borne by users on their own.   Page 9 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   Article 5 Customer Service

5.1 Party A will use 4008289289, the technical support hotline of its customer service center as the call center for receiving and handling complaints and superviing partner services. Party A will be responsible for user inquiries, claims and complaints arising from network communication issues and billing issues, and Party A's customer service center will allocate and distribute the complaints on online complaint handling system.

5.2 Party B shall provide standardized and adequate customer service system to deal with the consultation, claims and complaints by users with respect to the relevant application services or contents it provides. Such system shall include, without limitation:

  (1) Customer service call: 24 hours a day, 7 days a week in service, which shall be service numbers starting with 800 or 4008, and shall notbe ordinary in-city number or mobile number;

  (2) Platform functions: customer systems having such functions as exchange, automatic call distribution, computer telephony integration,interactive voice response, manual agent, recording, data base, business preposition, etc.;

  (3) Business functions: customer service center will have mainly functions represented by in-calls and manual service, such as informationinquiries, business cancellation, business consulting and complaint handling;

  (4) Seat placing: SP's customer service shall have at least 5 seats and 12 in-call customer service staff;

  (5) System performance and business targets: call completion rate by the system: 99% and level of service (call completion rate by manualservice in 20 seconds): 80%;

  (6) Email box for complaints.

5.3 Both Parties shall provide customers with multiple convenient means of business ordering inquiry and business cancellation. Party A shall have the right to use technical and managerial methods to control and manage Party B's ordering relationship and provide its own means for business inquiries and cancellation.

5.4 Party B shall be responsible for all kinds of customer inquiries and complaints arising from problems not related to Party A's network communication and platform during the cooperation. Party B shall clearly specify and make public the channel and body by which the business consulting, claims and complaints will be accepted. Party B shall be obliged to visit the online complaint handling system every day and respond to the complaints within 24 hours.

5.5 The Parties agree that the complaints shall be resolved within 72 hours, and Party B shall provide party A with the list of relevant persons and their respective details of contact and guarantee smooth communications 24 hours a day.

5.6 The Parties will adopt the first inquiry responsibility system for user complaints, which means that the party receiving the user complaint shall be responsible to coordinate and properly resolve the questions raised by the users, regardless of which Party shall take the final responsibility. If the issue does involve the other Party, such other Party shall assist Party receiving the complaint ton resolve the issue.   Page 10 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   5.7 For the consulting or complaints that can be resolved by Party B only, Party A shall notify Party B by way of work order flow and Party B shall respond within 24 hours and completely resolve such complaints within 72 hours. If Party B fails to resolve the issue within 72 hours, or if any user refuses to pay the information fee due to reasons attributable to Party B's services, Party B shall deduct or exempt relevant fees for such user. If a fee refund is needed, the relevant amount will be deducted by Party A at the time of settlement with Party B.

5.8 If neither Party is able to judge which Party shall be responsible for the consulting or complaints it receives, it shall contact the other Party within 1 hour to find out the responsible Party and help the customer to solve the problem as soon as practicable. Neither Party shall shuffle its due responsibility to other Party.

5.9 For those customer complaints for which neither Party is able to give reasonable explanations, Party B shall deduct or exempt relevant fees for such user upon the request of Party A. If a fee refund is needed, the relevant amount will be deducted by Party A at the time of settlement with Party B.

5.10 If any user complaint is caused due to the fact that a service fails to satisfy its advertised quality commitments, then the Party making such commitments shall be responsible to reply to the users and solve the complained issues, and the other Party shall give necessary assistance.

5.11 If Party B exits this Agreement due to poor management or is unable to continue providing value-added business for other reasons of its own, Party B shall directly explain to users and handle the after-exit arrangements. Except for the exit according to the exit mechanism provided herein, Party B shall inform Party A and obtain its consent regarding the cease of value-added business provision three months in advance; Party A shall timely terminate its service to collect information fee on behalf of Party B, and assist Party B in making explanations and descriptions to users.

5.12 The Parties shall strictly comply with the regulations of Ministry of Information Industry and other relevant authorities, and adopt compensation first principle with respect to user complaints, which means to first refund any amounts in respect of the complaint or objection to users before finding out which Party shall be responsible. The amounts so refunded shall be deducted from the settlement amounts between the Parties. If such user complaint is caused by any breach by Party B hereunder, Party B shall undertake relevant breaching liabilities.

Article 6 Performance Bond

6.1 Upon negotiations between the Parties, Party B will pay Party A RMB three thousand (3,000) as performance bond after this Agreement comes into force.

6.2 If Party A discovers in its spot checks conducted from time to time that any game, software, business, works, content or service provided by Party B is not in compliance with laws, regulations, industry rules, Party A's management measures or contractual agreement, Party B shall pay Party A additional amount of performance bond at RMB5,000 per violation, or RMB10,000 per business, to be payable to by Party B within 10 working days after the results of copyright spot checks are posted.   Page 11 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   6.3 If any game, software, business, works, content or service provided by Party B has intellectual property defects or other right defects or other illegal issues, or Party A or any of its relevant bodies faces accusation, lawsuit, complaint, negative media report, administrative penalty, then Party A will temporarily withhold the settlement payment during the period when such dispute is pending for at least RMB50,000 per violation (business), and deduct from the performance bond already paid by Party B; at the same time, Party B shall pay an additional performance bond at an amount equivalent to the original one, within 10 working days upon the occurrence of the dispute. For the second time of the aforementioned violation, the amount of performance bond shall be additionally paid at RMB3,000 per time on the basis of the amount previous paid. For the third time of the aforementioned violation, Party A will withhold the full amount of the performance bond already paid by Party B, and terminate the full-range business cooperation for one year.

6.4 If Party B fails to properly solve the accusation, lawsuit, complaint, negative media report, administrative penalty and such other dispute, which has brought goodwill or economic loss to Party A, Party A will withhold all amounts whose settlement has been suspended and full amount of the performance bond already paid by Party B, and terminate the full-range business cooperation for one year.

6.5 Within two years upon the termination of the cooperation between the Parties, if no legal dispute involving Party B has occurred, Party A will refund (without interest) the performance bond to Party B within 30 working days upon the day immediately following the 2nd anniversary of the cooperation termination.

6.6 The correspondent bank account for performance bond:

Account name of Party A: Dazzle Interactive Network Technologies Co., Ltd. Deposit bank: Shanghai Pudong Development Bank, Business Office of Nanjing Branch A/C:

Account name of Party B: Shenzhen iDreamSky Technology Co., Ltd. Deposit Bank: China Merchants Bank Co., Ltd., CMB Shenzhen Sungang Sub-branch A/C:

6.7 This article shall be applied to all agreements executed by and between the Parties.

Article 7 Billing and Settlement

7.1 The prices of information fee shall be formulated by Party B and approved by Party A in principle, provided that Party A may propose advice regarding fee rate and negotiate such proposal with Party B. any changes to the prices of information fee (including the changes in means of fee charging) may be implemented formally only after confirmed by Party A. All billing and settlement shall be subject to the provisions of Management Measures for Cooperation in Mobile Game Business (V1.0).   Page 12 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   7.2 The successful charging bill collected on Party A's billing system shall be used by the Parties as the basis for settlement of information fees; the business billed by time shall be calculated based on the successful receipt of the business by the customer; business subject to monthly payment shall be based on customer's true ordering. Party A shall deduct from the payable information fee, the amount of information fee refused to be paid by any users due to Party B's service quality.

7.3 Billing cycle: the statistic cycle of total amount of Party B's information fee on Party A's billing system is normally based on calendar month, starting from 0 o'clock on the 1st day of a calendar month and ending at 24 o' clock on the last day of such month.

7.4 Mode of distribution: the cooperation may be divided into two categories, content cooperation and channel cooperation, according to the different rights and responsibilities of the Parties in the cooperation.

  7.4.1 Detailed rules for content cooperation settlement

7.4.1.1   All kinds of communication fee income incurred from the user's or Party B's use of communication network shall belong to Party A in full amount.

7.4.1.2   8% (or the actual bad debt rate if such actual rate exceeds 8%) of the receivable information fees in the corresponding month will be allocated and deducted as the provisions for bad debts.

7.4.1.3



Party A will deduct the expenses for fee collection at the percentage provided in the agreement executed with the fee collection agent (the current sharing percentage of China Telecom is 15%, and the sharing percentage of other fee collection channels shall be calculated as actually incurred).

7.4.1.4



After the bad debt provisions and the part allocated to the fee collection agent are deducted from the total revenue, Party B will obtain 70% of the remaining revenue (total revenue * (1 - bad debt rate) * (1 - sharing percentage for fee collection channel) * 70%).

7.4.1.5



The Parties shall jointly determine the settlement amount according to system data records and statement provided by Party A, provided that any expenses incurred by the testing account used by the Parties for business testing shall not be included in settlement.

7.4.1.6   The detailed practices for settlement in content cooperation are set out in Management Measures for Cooperation in Mobile Game Business (V1.0).   Page 13 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000     7.4.2 If Party B agrees to participate in the mode of channel cooperation, details of settlement are listed as follows:

7.4.2.1   All kinds of communication fee income incurred from the user's or Party B's use of communication network shall belong to Party A in full amount.

7.4.2.2   8% (or the actual bad debt rate if such actual rate exceeds 8%) of the receivable information fees in the corresponding month will be allocated and deducted as the provisions for bad debts.

7.4.2.3   Party A will deduct the expenses for fee collection at 15% (or the actual fee collection expense rate if such actual rate exceeds 15%) as provided in the agreement executed with the fee collection agent.

7.4.2.4



After the bad debt provisions and the part allocated to the fee collection agent are deducted from the total revenue, Party B will obtain 40% of the remaining revenue (total revenue * (1 - bad debt rate) * (1 - sharing percentage for fee collection channel) * 40%)

7.4.2.5



The Parties shall jointly determine the settlement amount according to system data records and statement provided by Party A, provided that any expenses incurred by the testing account used by the Parties for business testing shall not be included in settlement.

7.4.2.6   The detailed practices for settlement in content cooperation are set out in Management Measures for Cooperation in Mobile Game Business (V1.0).

7.5 If Party B agrees to sign off Party A's access bundle sales or favorable package or such other packaged promotional activities, the fee rate can be adjusted appropriately upon negotiations between the Parties.

7.5.1 8% (or the actual bad debt rate if such actual rate exceeds 8%) of the receivable information fees of the corresponding month will be allocated and deducted as the provisions for bad debts.

7.5.2 Party A will deduct the expenses for fee collection at the percentage provided in the agreement executed with the fee collection agent (the current sharing percentage of China Telecom is 15%, and the sharing percentage of other fee collection channels shall be calculated as actually incurred).   Page 14 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   7.5.3 After the bad debt provisions and the part allocated to the fee collection agent are deducted from the total revenue (total revenue * (1 - bad debt rate) * (1 - sharing percentage for fee collection channel)), Party A, on the one side, and all content providers participating in such access bundle sales, favorable package or other packaged promotional activities, on the other side, shall share the income at a ratio of 50%:50% (Party A: all content providers participating in such business). Party B and all the other content providers participating in such business shall share such 50% of income according to the proportion of the usage of their business to the total usage. The formula for calculation shall be:

(1) If the game package only includes multiple console games:

Based on the amount of downloads of the console games, the sharing percentage among all CSPs in the package shall be calculated as follows:

Total income of game package * (1 - bad debt rate) * (1 - sharing percentage for fee collection channel) *50% * (number of downloads of such CSP's online game/aggregate number of downloads of all console games contained in the game package)

(2) If the game package only includes multiple WAP social online games:

Based on the amount of logons of the online games, the sharing percentage among all CSPs in the package shall be calculated as follows:

Total income of game package * (1 - bad debt rate) * (1 - sharing percentage for fee collection channel) *50% * (logons of such CSP's online game/sum of logons of all online games contained in the game package)

The detailed practices are set out in Management Measures for Cooperation in Mobile Game Business (V1.0).

7.6 The Parties shall settle the payment every month, and the initial settlement period shall be the end of the third month, which means that the information service fee generated in the first month shall be paid to the account of the partner by the end of the third month. When requesting payment of relevant contract price from Party A, Party B has to:

(1) provide official invoices that are in compliance with the requirements of State tax laws by the 25t h of the second month (Party B, instead of any of its affiliates, shall be the invoice issuer);

(2) provide the payment request confirmed by the Parties; and

(3) pay the performance bond as required in Article 6 hereof.

7.7 The settlement shall be made based on Party A's data. If there is any discrepancy between the billing data of the Parties, and such discrepancy reaches over 5% of Party A's data, Party B may request account reconciliation via CSP management system within 5 working days after the settlement information is posted, and shall deliver the account statement and invoices confirmed with a stamp to the contact person of Party A by the 25th of the second month. If Party B fails to make such account reconciliation request within such prescribed period of time, Party A may refuse to accept and deal with such request. If Party B's billing data is confirmed as correct after investigation, the relevant account will be adjusted in the following month. Any CSP's failure to request account reconciliation in time shall be deemed as the tacit acceptance of the settlement data by such CSP, and Party A may refuse to accept any further account reconciliation request made by such CSP for the relevant settlement month.   Page 15 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   7.8 All business revenue payable to Party B calculated by Party A according to the sharing percentages for different business under cooperation between the Parties, minus (or plus) other expenses payable (or receivable) by Party B, shall be the revenue to be finally settled to Party B (the Settled Information Service Dee). The aforementioned other expenses shall include, without limitation, penalty deducted for breach and co- location fee. As agreed between the Parties, Party B's business revenue and other payable expenses may be settled separately and apply different settlement process.

7.9 Party B shall make timely update of its information of bank account and such other information necessary for payment as registered on the business management system. If Party B's failure to update such payment information in time renders Party A's payment to be rejected by the bank, or causes other difficulties that prevent Party A from making timely payment, then Party A will postpone such payment till the June or December closest to the time when Party A learns about the correct bank account of Party B without taking any breaching responsibility for overdue payment.

7.10 Any change of Party B's corporate name shall be notified to Party A in time via the business management system or other appropriate means. After such change of Party B's corporate name, any amounts payable by Party A to Party B, whether incurred before or after such change, shall all be paid to the bank account with the changed name of Party B. If Party A fails to make the payment on time due to Party B's failure to properly complete the name change procedures, Party A will postpone such payment.

7.11 If Party B terminates this Agreement pursuant to its terms, the Parties will settle the information service fee accrued prior to the termination. At the settlement, the Parties will determine the settlement method, cycle and process and implement the settlement by reference to the rules hereof regarding the deduction of information service fee or penalty fine in case of breach.   7.12 Each Party shall undertake its own due taxes.

7.13 Party A may refuse to settle the information fee incurred by stolen user numbers as proved by public security department or acknowledged by both parties.

7.14 The abnormal consumption that may be written off with the help of Party B shall be deducted from the Settled Information Service Fee of the current period after confirmed by the Parties, and Party A shall refund such fee to the relevant users.

7.15 Party B shall be obliged to assist Party A in taking necessary effective steps to reduce the number of abnormal deals.

7.16 Party B shall not make self-consumption and other violations detrimental to Party A's interests. Such violating acts, once discovered, shall grant Party A with a right to deduct all settlement amounts of the current month payable to Party B, and Party B will claim breaching responsibility against Party B according to the extent of impact, including penalty fines, suspension of settlement, suspension of business up to termination of cooperation.   Page 16 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   Article 8 Relevant Undertakings

8.1 Party B undertakes that the games, software, business, works, contents or services it provides are all in compliance with relevant laws, rules and regulations of the State and are free of any ownership defect, and Party B has executed necessary authorization/license agreement with the right owner and/or the agent thereof in accordance with applicable requirements.

8.2 Party B will be deemed to have committed a breach hereunder if a third person initiates any legal or administrative proceedings (collectively the Infringement Charges) alleging that Party A or any of its affiliated companies or entities has infringed on the legitimate rights and interests of such third person (including but not limited to intellectual property rights), or if Party A or any of its affiliated companies or entities is threatened with administrative penalties. Upon a notice to Party B, Party A shall have the right to freeze Party B's settlement account, and Party B will take responsibilities toward such third person and indemnify Party A or any of its affiliated companies or entities for all costs and expenses thus incurred, including, without limitation, any and all litigation fees, travelling costs, attorney fees, amount of settlement or any compensation provided in the final sentence. Such costs and expenses incurred may be deducted by Party A directly from the performance deposit or any unsettled payment under this Agreement or other agreements; any shortfall shall be paid by Party B within 3 working days upon the notice from Party A. This article shall survive the termination of this Agreement.

8.3 The Parties may negotiate separately the terms regarding the use of Party A's enterprise name, service brand, business brand, trademark, markings or logo, etc. in the business hereunder. Party B shall not use any of the foregoing in any form whatsoever without reaching an agreement with Party A or obtaining Party A's prior written confirmation; otherwise, an infringement will be constituted. In such case, Party B shall eliminate the negative impact and compensate Party A for any losses thus caused.

8.4 Party B shall not, in any manner whatsoever, mislead the users into believing that any game, software, business, works, content or service it provides on its own is provided by Party A or by both Parties.

8.5 Neither Party shall use or imitate the other Party's business name, trademark, patterns, service logo, symbols, code, model or initials in its advertisements or in public places without the written permit of such other Party; neither Party shall claim its ownership over such other Party's business name, trademark, patterns, service logo, symbols, code, model or initials.

Article 9 Security and Confidentiality

9.1 Party A guarantees the completeness of all information/application service resources it provides, and Party A undertakes not to sell, transfer, duplicate, lease or hand over any content or app provided by Party B to any third party entity or individual in any form whatsoever (including in edited, abridged or added version), unless otherwise provided by laws.   Page 17 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   9.2 Neither Party shall divulge or disclose this Agreement to any third party without written consent of the other Party.

9.3 Each Party shall have the obligation of confidentiality with respect to any and all information and documents provided by the other Party over the course of business development and operation, and neither Party may disclose such information to a third party, or use such information for any purposes other than cooperation project development without the written consent of the other Party (except for the disclosure made in response to the requirements of laws, regulations or relevant regulators); otherwise, such Party shall assume relevant legal responsibility toward the other Party; provided, however, that any information that has already been possessed by a Party, has been obtained from a third party through lawful approaches, or has become publicly available prior to the disclosure shall not belong to the aforementioned confidential information.

9.4 The obligation of confidentiality provided in this article shall survive the termination of this Agreement.

Article 10 Liabilities for Breach of Agreement

10.1 Both Parties shall strictly comply with the terms of this Agreement; a Party's failure to perform any of its own obligations, undertakings or covenants, or its violation of any of its statements hereunder, which brings damage to the interests of the other Party or renders the cooperation business impossible to be continued, shall be operated as a breach, and the breaching Party shall assume the liabilities for breach by indemnifying the other Party for any loss thus incurred and paying the penalty provided by relevant term hereof. In case of any damage to the other Party's reputation, the breaching Party shall also undertake such liabilities as stopping damage, making apologies and restoring reputation.

10.2 In case this Agreement and its appendices is unable to be performed or fully performed due to a breach by a Party, the breaching Party shall assume the breaching liabilities and the non-breaching Party may terminate the cooperation business, and may further claim legal and economic responsibility from the breaching party if the breaching Party causes adverse social impact or economic losses to the non-breaching Party. In case of breach by both Parties, the Parties shall assume their respective due responsibilities according to the actual situation.

10.3 If Party B unilaterally terminates this Agreement, or is penalized with termination of cooperation according to Management Measures for Game Partner Credit Points, or if Party A terminates this Agreement pursuant to the terms hereof, Party B agrees:

  (1) to offer one-month exit grace period during which Party B shall continue to provide services for customers and publish announcementin respect of the cease of its services at its website;

  (2) to pay off penalty fines and performance bond to Party A in full amount; and

  (3) that Party A shall have the right not to settle the outstanding and unsettled payments.   Page 18 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   10.4 Neither Party shall assume any breaching liability if this Agreement is terminated due to the industry regulation by government (a written document shall be provided) or other event of force majeure.

10.5 Party A will not be responsible to compensate Party A for any loss arising from the malfunction caused by Party A's equipment, system or network and such other non-human caused reasons, but shall be obliged to fix the malfunction as soon as possible.

10.6 Party A will not take any responsibility if the conduct of business agreed herein is impacted when Party A is carrying out necessary construction or network building.

10.7 If Party A discovers that Party B has violated the Integrity Agreement attached hereto by bribing Party A's working personnel, Party A may elect to impose a penalty of RMB10,000 to 100,000, suspend cooperation for 1-3 years or terminate the cooperation depending on the seriousness of the violation and the consequences thus brought about, and any loss thus incurred to Party A shall be borne by Party B.

10.8 Any of the following acts by Party B shall constitute its breach hereunder, in which case Party A shall have the right to immediately stop the interface of Party B's system, suspend settlement, and require Party B to penalty at an amount equivalent to 100% of the total amount of its receivable information fee of the then-current month or RMB3,000, whichever is higher. Any loss thus incurred to party A shall be fully borne by Party B. If Party B manages to complete the remedy to the satisfaction of Party A within 10 working days, Party A will resume the interface of Party B's system and resume the settlement; if Party B fails to complete the remedy within such 10 working days, or the completed remedy still fails to reach Party A's requirements, or Party B has committed three breaches accumulatively, Party A may notify Party B to terminate this Agreement:

  (1) Party B's service has any content that is illegal, in violation of rules, reactionary or against the principle of public order and good socialcustoms;

  (2) Party A has received from different users over 15 (included) justified complaints within one day, or over 50 (included) justifiedcomplaints within 30 days about the same subject;

  (3) The user complaints incurred due to reasons attributable to Party B have caused adverse social impact, or have been reported to newsmedia, administration of telecommunication, AIC or other relevant government agency;

  (4) Party B is accused, or causes Party A to be accused of infringement, or Party or Party B is sued by others, penalized or reported bymedia for reasons attributable to Party B;   Page 19 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000

  (5) Party B violates laws, rules or regulations of the sector, or any documents, management measures or policies of telecommunication orrelevant industry authority;

  (6) Any hardware, software, business or game provided by Party B in this business is held by Party A to fail to satisfy the businessrequirements upon its testing, or is withdrawn by Party B earlier than agreed;

  (7) Party B fails to have the relevant qualification, or provide its services beyond the permitted scope of its qualification;

  (8) Party B discretionally discloses Party A's trade secrets, technical files, marketing plan, customer files, cooperation agreement and otherkey secrets to any third party;

  (9) Party B unilaterally amends, terminates or refuses to perform, this Agreement without justified reason and without first reaching anagreement with Party A;

  (10) Party B fails to obey the business supervision or management of Party A, or fails to remediate as required by Party A;

  (11) Party B infringes on the communication secrets or personal privacy of users or other persons; (12) Party B delays or fails to fullyperform its obligations and duties hereunder;

  (13) Party B breaches the Undertakings on Network Access Information Safety;

  (14) Party B discretionally uses Party A's name, logo or other relevant information without Party A's consent, which causes adverse impactor economic loss to Party A;

  (15) Party B's illegal advertising or practices has resulted in indemnification or negative media reports of Party A;

  (16) Party B's 24-hour customer service call and other relevant information fails to match that existing on the service system, or fails to beaccessed normally, or fails to make response for a long time;

  (17) Party B fails to provide the customer service support as required by this Agreement and business management measures, shuffle responsibility to others, or fails to respond to any customer claims or complaints transferred by Party A in time as required by its commitments hereunder or Party A's management measures;

  (18) Party B's other breach, or acts that are illegal, violating or detrimental to Party A's interests.   Page 20 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   10.9 In case of Party B's other breach of this Agreement or of Party A's relevant management rules, Party A may claim breaching liability from Party B pursuant to thereto, and may terminate this Agreement. At the same time, Party B shall take full responsibilities to compensate any loss incurred to Party A due to Party B's such breach.

10.10 Notwithstanding anything herein is provided in contrary, Party A will not be responsible for any loss of expected benefits, goodwill loss, and data damage or loss arising from acts of Party B hereunder.

10.11 If Party B should pay penalty fines and/or assume compensation liability according to this Agreement or Party A's relevant management rules, Party A shall have the right to deduct the relevant amount directly from any settlement payment or performance bond.

Article 11 Force Majeure

11.1 In case this Agreement is unable to be performed or fully performed due to any accident or event of force majeure, neither Party shall compensate the other Party for any economic loss thus suffered. The Party encountering such event of force majeure shall immediately inform the circumstances to the other Party in writing and within fifteen days, shall provide the detailed information of the event and a valid document evidencing the reasons why this Agreement cannot be performed or fully performed or the performance of this Agreement needs to be postponed. The Parties shall negotiate to decide whether to continue the performance of this Agreement or terminate this Agreement according to the extent of the effect on the performance hereof.

Article 12 Dispute Resolution

12.1 Any disputes between the Parties arising from the performance of this Agreement shall be resolved through amicable negotiations; in case such negotiations fail, both Parties agree to submit the dispute to the competent court where Party A is domiciled.

12.2 In case of disputes between the Parties over certain provisions hereof, or when any such dispute is pending for resolution, the Parties shall continue to implement the other provisions hereof except the disputed provisions.

Article 13 Effectiveness, Amendment and Termination of Agreement

13.1 This Agreement shall come into force as of January 1, 2013 and remain valid for 1 year. As of the effective date hereof, the original cooperation of mobile game business executed between the Parties shall terminate automatically. Upon the expiry of this Agreement, this Agreement may be renewed automatically for one year (but can only be renewed once) if neither Party raises objection. Except otherwise agreed between the parties, the contents of this Agreement shall remain binding throughout the renewed period.   Page 21 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   13.2 Throughout the effective term and renewed term hereof, this Agreement may be revised or amended upon mutual consent. The Parties may execute a supplemental agreement or execute a new agreement to reflect such revision or amendment.

13.3 Any business rules, management measures, quality standards and/or customer service standards formulated by Party A during the term hereof shall be part of this Agreement, and if such rules, measures and/or standards conflict with the terms hereof, such rules, measures and/or standards shall prevail, unless the Parties deem it appropriate to apply this Agreement or deem it necessary to execute a separate agreement for such conflicts.

13.4 Any Party who wishes to amend or revise this Agreement must provide a 30-day prior written notice to the other Party, and the Parties shall negotiate to amend or revise this Agreement in writing.

13.5 During the term hereof, Party A may, depending on the business development and needs of management, evaluate and sort out Party B and its business according to unified rules. If Party B fails to reach the requirements in Party A's evaluation, sorting or other business management measures, Party A may terminate this Agreement.

13.6 Throughout the performance of this Agreement, except otherwise expressly provided herein, neither Party may suspend or terminate the performance of this Agreement or unilaterally terminate this Agreement without the consent of the other Party.

13.7 Any Party's failure to perform its obligations or duties hereunder, or serious violation of the provisions hereof, which has made the other Party unable to operate or normally conduct business cooperation hereunder, shall be deemed that such Party has unilaterally terminated this Agreement. The non-breaching Party shall have the right to claim compensation from the breaching Party for any economic loss incurred by its breach, and terminate this Agreement.

13.8 This Agreement shall automatically terminate if Party B:

  (1) transfers or leases the numbers, trunk line, digital web address and such other resources acquired from Party A without approval ofParty A;

  (2) runs its business beyond the business operation area and business scope provided by its qualification permit;

  (3) has no qualification permit issued by the State competent authority but provides the content and category of the business that needssuch qualification permit;

  (4) provides fake copyright or qualification;

  (5) fails to pass the assessment of survival of the fittest organized by Party A, in which case this Agreement shall be automatically terminated. If Party B's receivable information fee of accumulatively 3 months is zero, this Agreement shall be automatically terminated (except the free games);   Page 22 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000     (6) disobeys Party A's business management or hurts Party A's interests;

  (7) otherwise disobeys the requirements of relevant authority or Party A's management.

13.9 During the term hereof, any division, merger, dissolution, liquidation, bankruptcy or other events that lead to changes of Party B in the company nature, qualification and capacity for civil acts shall be notified to Party A in time, and subject to the provisions hereunder about the exit grace period. If Party B is deprived of the qualification or capacity to provide the wireless value added business hereunder due to its dissolution, liquidation or bankruptcy, this Agreement shall terminate accordingly. In case of division or merger of Party B, this Agreement shall terminate, and the successor company (or other entity) to Party B's wireless value added business hereunder shall re-apply for business opening to Party A, and timely modify Party B's enterprise identifier code and other information existing on Party A's business system or other business management system.

13.10 In case of any change of Party B's company information, Party B shall go to the AIC, tax authority, bank or information industry authority to complete the procedures of company information change, exchange the original certificates for the valid ones, and submit the amended business license, organization code certificate, tax registration certificate and such other relevant documents and certificates to Party A for verification, the photocopies of which shall be filed for record.

13.11 If Party B has to terminate this Agreement due to technical or operating difficulties, Party B shall serve an at least 3 month prior written notice to Party A, and after approved by Party B, offer a one-month exit grace period during which Party B shall continue to provide services for users and publish announcement in respect of the cease of game services at its website (Web/WAP) or through other channels at least 30 days in advance. Any loss thus incurred to Party A shall be compensated by Party B.

13.12 During the effective term hereof, if the terms of this Agreement contravene any new fee rate policy or new document published by the supervisory authority of the Parties, the Parties may negotiate to amend or terminate this Agreement.

Article 14 Miscellaneous

14.1 Any matters not covered herein shall be subject to the relevant business standards, management measures, quality standards and/or customer service standards, or subject to written supplementary articles agreed by the Parties upon amicable negotiations, which shall be equally binding as this Agreement.

14.2 If any term hereof becomes invalid at any time but will not fundamentally affect the validity of this Agreement, the other terms hereof shall not be affected.   Page 23 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   14.3 The headings hereof are inserted for reference only. The contents of the terms shall be the basis to determine the rights and obligations of the Parties.

14.4 Nothing herein shall be deemed or construed as joint venture, partnership or agency relationship between the Parties.

14.5 This Agreement shall be made in four originals, two for each Party, which shall be equally effective.

14.6 Any notices (information) between the Parties arising out of the implementation of this Agreement, or in connection with this Agreement must be sent to the addresses expressly specified herein in written form, including, without limitation, via facsimile, EMS or other form confirmed by the Parties. (End of body text)

(The remainder of this page is intentionally left blank.)   Page 24 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   [Signature and Stamp Page]

Party A: Dazzle Interactive Network Technologies Co., Ltd. By authorized representative: Zhang Peng Signature and stamp:

[Company seal is affixed]   /s/ Zhang Peng

Date: January 1, 2013

Party B: Shenzhen iDreamSky Technology Co., Ltd. By authorized representative: Chen Xiangyu Signature and stamp:

[Company seal is affixed]   /s/ Chen Xiangyu     Date: January 1, 2013   Page 25 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   Appendix 1:

Integrity Agreement

In order to jointly safeguard the company interests of both Parties and cause the parties and their respective working staff to practice in an integral manner, in accordance with relevant laws and regulations, the Parties agree as follows:

1 The Parties and their respective working staff shall consciously comply with the laws and regulations governing integral practices and prohibited commercial bribery of the State and government.

2 Party A shall not privately ask for or accept any off-the-book rebates or other money or gifts provided by Party B.

3 Party A's working staff shall not, in any form whatsoever, ask for or accept from Party B any rebates, money, valuable securities, valuable properties or other articles; nor shall they reimburse any expenses irrelevant to this project or request personal benefits from Party B.

4 Party A's working staff shall not attend any treats or entertainment that may affect Party A's performance of its obligations and duties.

5 Party A's working staff shall not privately discuss this project with Party B or reach a tacit understanding with Party B, nor disclose any bidding internal control information or corporate trade secrets.

6 Party A's working staff shall not seek benefits for his/her family members, relatives or friends in the project by taking advantage of his/her powers or official capacity.

7 Party B shall not privately offer Party A any off-the-book rebates or other money or gifts.

8 Party B's working staff shall not, in any name or form whatsoever, provide Party A's working staff with any rebates, money, valuable securities, valuable properties or other articles; nor shall they reimburse any expenses irrelevant to this project for Party A's working staff.

9 Party B shall not invite Party A's working staff to go trips or other luxury entertainment under the name of discussing business or executing economic contracts.

10 If either Party discovers any violation hereof by any working staff of the other Party, it shall report such violation to the supervisor or the disciplinary department of such staff, and the staff so reported shall not retaliate to such Party under any excuses.   Page 26 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   11 Liabilities for breach:

If Party A discovers that Party B violates this Agreement, bribes Party A's working staff, or has committed any commercial bribery being investigated by judicial authority, Party A shall have the right to suspend the agreement and depending on the actual situation and consequences thereof, claim compensation from Party B for the economic loss thus incurred to Party A, record such bad acts of Party B, disallow Party B the access to Party A's full corporate scope to engage in the various services, supplies, construction and other project cooperation for 1 to 3 years,

Call number for each Party to accept violation reporting: Party A: 025-86588790 Party B: 0755-86110235   Page 27 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   Appendix 2:

Undertakings on Network Access Information Safety

Each of the information source providers connected to the mobile communication network of Dazzle Interactive Network Technologies Co., Ltd., CHINANET of China Telecom or relevant business platform (including, without limitation, SMS gateway, WAP gateway, JAVA/BREW download server, location business server, etc.) shall undertake that:

Article 1 it will comply with the relevant laws, administrative regulations and management rules of the State, and strictly implement the information safety management rules.

Article 2 it will operate its business according to relevant laws, and provide the service only after obtaining relevant business permits; the business operation without permit is prohibited.

Article 3 it will not make use of C114 or CHINANET of China Telecom or relevant business platform to (i) engage any illegal or criminal activities that endanger the national safety or divulge the secrets of the State, (ii) produce, consult, duplicate or disseminate any information that violates the Constitution or laws, impedes social security, damages national unity or sabotages solidarity among nationalities, or any pornographic or violent information, or (iii) post any information with any content that:

  1 is against the fundamental principles enshrined in the Constitution;

  2 compromises State security, divulges State secrets, subverts State power or damages national unity;

  3 harms the dignity or interests of the State;

  4 instigates hatred and discrimination among nationalities and sabotages solidarity among nationalities;

  5 sabotages State religious policy or propagates heretical teachings or feudal superstitions;

  6 spreads rumors, disrupts social order or social stability;

  7 propagates obscenity, pornographic, gambling, violence, murder and terror and instigates crimes;

  8 insults or slanders a third party or infringes upon the lawful rights and interests of a third party;

  9 belongs to the thirteen vulgar online contents that violate social ethics and hurt the physical and mental health of youngsters, whichare the contents that:

  (a) depict or obscurely depict sex behavior, instigate sex association, or are provocative or insulting;

  (b) directly expose and describe the sex organ of human body;

  (c) describe sex behavior, sex process or sex manner or contain sexually suggestive or provocative language;

  (d) describe or expose the sex organs, or only use very small covering;

  (e) depict human body with the entire body or privacy places naked or only covered by limbs;

  (f) contain pictures of careless bare, candid shot, privacy place exposure with a nature of infringing personal privacy;

  (g) attract clicks with provocative headings;   Page 28 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000

  (h) are pornographic, vulgar novels, audios and videos that are prohibited by relevant authority, including the deleted portions ofsome movies;

  (i) contain illegal social information about one-night stand, wife exchange or SM; (j) pornographic comics;

  (k) advertise bloody violence, malicious abuses, or insult others;

  (l) contain illegal sex products advertisements and venereal disease treatment advertisements;

  (m) maliciously disseminate others' privacy without permit from others or by using Internet Mass Hunting;

  10 Otherwise prohibited by laws, administrative regulations, rules or relevant regulations.

Any of the abovementioned illegal or criminal activities and/or posting of any harmful information, once discovered, shall be prevented by immediate measures and reported to relevant authority in time.

Article 4 any information provided by it will comply with the relevant State laws, administrative regulations, rules or policies governing intellectual property rights.

Article 5 it shall make sure, during its online testing and pilot running and after the business is officially opened, that the contents of the business it provides are safe and stable, and will cause damage to C114 or CHINANET of China Telecom or relevant business platform.

Article 6 It shall establish efficient information safety and confidentiality management policies and technical protective measures, and accept the management, supervision and inspection of relevant competent authority of the relevant business of Dazzle Interactive Network Technologies Co., Ltd.

Article 7 in case of any violations of the above, Dazzle Interactive Network Technologies Co., Ltd. may take necessary actions, close relevant information source access; in case of serious violation, Dazzle Interactive may terminate the cooperation business and claim legal responsibility from the information source provider. These undertakings will take effect upon executed by the information source provider and be kept in custody by Dazzle Interactive Network Technologies Co., Ltd.

Information source provider (stamp):

[Company seal is affixed]   Responsible Person (signature):

/s/ Chen Xiangyu     Page 29 of 29 
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)?
[EX A]:
If Party A discovers that Party B has violated the Integrity Agreement attached hereto by bribing Party A's working personnel, Party A may elect to impose a penalty of RMB10,000 to 100,000, suspend cooperation for 1-3 years or terminate the cooperation depending on the seriousness of the violation and the consequences thus brought about, and any loss thus incurred to Party A shall be borne by Party B