conversations.from: human
conversations.value: Give me more for this agreement: EXECUTION VERSION CONFIDENTIAL
  DOMAIN NAME AND CONTENT LICENSE AGREEMENT
  This Domain Name and Content License Agreement (the "Agreement") is made and entered into, by and between Beijing SINA Internet Information Service Co., Ltd. ( ), a limited liability company organized under the laws of the People's Republic of China (hereinafter "Licensor") and Beijing Yisheng Leju Information Services Co., Ltd., a limited liability company organized under the laws of the People's Republic of China ("Licensee" and together with Licensor, the "Parties" and each a "Party") and is made effective as of the Effective Date (defined below).
  RECITALS
  WHEREAS, SINA Corporation, a company organized under the laws of the Cayman Islands ("SINA"), and CRIC Holdings Limited, a company organized under the laws of the Cayman Islands ("CRIC"), entered into that certain Share Purchase Agreement dated July 23, 2009 (the "Share Purchase Agreement"), pursuant to which SINA subscribes from CRIC the Subscription Shares (as defined in the Share Purchase Agreement);
conversations.from: assistant
conversations.value: WHEREAS, Licensor is the registrant of certain domain names as more particularly described below that are related to the Business which it desires to license to Licensee and Licensee desires to obtain a license from Licensor to such domain names to use in connection with its operation of the Business on the terms and conditions set forth herein; and
  WHEREAS, Licensor and Shanghai SINA Leju Information Technology Co. Ltd. ("SINA Leju") entered into that certain Domain Name License Agreement dated May 8, 2008 (the "Original Agreement") and (i) Licensor and SINA Leju desire to terminate the Original Agreement pursuant to the Mutual Termination Agreement attached hereto as Exhibit B and (ii) Licensee and Licensor desire to enter into this Agreement, on or prior to the consummation of the transactions contemplated by the Share Purchase Agreement.
  NOW, THEREFORE, for and in consideration of the mutual covenants and agreement of the Parties and the faithful performance thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
  ARTICLE I DEFINITIONS
  As used herein, the following terms shall have the meanings ascribed to them below.
conversations.from: human
conversations.value: are the missing words: EXECUTION VERSION CONFIDENTIAL DOMAIN NAME AND [words 1] AGREEMENT This Domain Name and Content License [words 2] made and entered into, by and [words 3] Co. , Ltd. ( ), a limited [words 4] of the People's Republic of China (hereinafter "Licensor") and Beijing Yisheng Leju [words 5] Co. , Ltd. , a limited [words 6] of the People's Republic of China ("Licensee" and [words 7] and each a "Party") and is made [words 8] (defined below).
conversations.from: assistant
conversations.value: words 1: CONTENT LICENSE 
  words 2: Agreement (the "Agreement") is 
  words 3: between Beijing SINA Internet Information Service 
  words 4: liability company organized under the laws 
  words 5: Information Services 
  words 6: liability company organized under the laws 
  words 7: together with Licensor, the "Parties" 
  words 8: effective as of the Effective Date
conversations.from: human
conversations.value: Complete this text: RECITALS WHEREAS, SINA Corporation, a company organized under the laws of the Cayman Islands ("SINA"), and CRIC Holdings Limited, a company organized under the laws of the Cayman Islands ("CRIC"), entered into that certain Share Purchase Agreement dated July 23, 2009 (the "Share Purchase Agreement"), pursuant to which SINA subscribes from CRIC the Subscription Shares (as defined in the Share Purchase Agreement); WHEREAS, Licensor is the registrant of certain domain names as more particularly described below that are related to the Business which it desires to license to Licensee and Licensee desires to obtain a license from Licensor ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  to such domain names to use in connection with its operation of the Business on the terms and conditions set forth herein; and WHEREAS, Licensor and Shanghai SINA Leju Information Technology Co. Ltd. ("SINA Leju") entered into that certain Domain Name License Agreement dated May 8, 2008 (the "Original Agreement") and (i) Licensor and SINA Leju desire to terminate the Original Agreement pursuant to the Mutual Termination Agreement attached hereto as Exhibit B and (ii) Licensee and Licensor desire to enter into this Agreement, on or prior to the consummation of the transactions contemplated by the Share Purchase Agreement.
conversations.from: human
conversations.value: are the missing spans: NOW, THEREFORE, for and in consideration of the mutual covenants and agreement of ... hereto agree as follows: ARTICLE I DEFINITIONS As used herein, the following terms shall have the meanings ... below. "Action" has the meaning set ... 8.1. "Affiliate" means, when used with respect ... Person. For the purposes of this definition, "control" (including the terms "controlled by" and "under common control with") with respect ... or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the ... personal representative or executor, by contract, credit arrangement or otherwise.
conversations.from: assistant
conversations.value: spans 1: the Parties and the faithful performance thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties 
  spans 2: ascribed to them 
  spans 3: forth in Section 
  spans 4: to any specified Person, a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified 
  spans 5: to the Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009 relationship between 
  spans 6: power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee,
conversations.from: human
conversations.value: are the missing words: "Agency Agreement" means that certain Advertising ... and between SINA Corporation and China Online ... Corporation, dated as of the date hereof. "Business" means ... real estate media platform in the ... information and updates related to real estate, home ... construction in the PRC and provides ... construction advertising services, and (ii) operates ... Internet platform targeting participants in the PRC real ... currently conducted or contemplated to be ... the websites owned or operated by ... in the PRC. "Business Day" means any ... not a Saturday, a Sunday or other ... required or authorized by Law to be ... in Beijing. "Change of Control" means (i) the consummation of any acquisition ... directly or indirectly, by any Person ... a Competitor owning more ordinary shares in ... in each case, their respective controlled Affiliates, ... the aggregate or (ii) an event pursuant ... Competitor acquires the right to nominate ... member to the board of directors ... CRIC. "Claimant" has the meaning set forth in Section 10.12. "Commission" has ... Section 10.12.
conversations.from: assistant
conversations.value: words 1: Sale Agency Agreement by 
  words 2: Housing Technology 
  words 3: an online 
  words 4: PRC that (i) provides 
  words 5: furnishing and 
  words 6: real estate, home furnishing and 
  words 7: a business-to- business and business-to-consumer 
  words 8: estate industry, in each case, as 
  words 9: conducted on 
  words 10: Licensee or any of Licensee's Affiliates 
  words 11: day that is 
  words 12: day on which banks are 
  words 13: closed 
  words 14: or purchase, 
  words 15: or related group of Persons, that results in 
  words 16: CRIC than E-House and SINA, and 
  words 17: own in 
  words 18: to which a 
  words 19: a 
  words 20: of 
  words 21: the meaning set forth in
conversations.from: human
conversations.value: Complete this text: "Competitor" means any Person whose business includes an online portal. "Confidential Information" has the meaning set forth in Section 9.1. "Content" means text, graphics, information ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  and data and other content, whether supplied by Licensee, Licensor, end users or third party providers. "Dispute" has the meaning set forth in Section 10.12.
conversations.from: human
conversations.value: Complete this text: "Effective Date" means the Closing Date as set forth in the Share Purchase Agreement. "E-House Licensed Data and Information" means the data ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  and information licensed to CRIC Holdings Limited and its subsidiaries, for the operation of the CRIC system pursuant to the Master Transaction Agreement.
conversations.from: human
conversations.value: are the missing spans: 2 Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009 "Governmental Authority" means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission or [spans 1] body. "Initial Term" has the meaning set forth in Section 6.1. "Law" means any federal, national, supranational, state, [spans 2] law). "Licensed Content" shall mean all Content (i) whose copyright is owned by Licensor; or (ii) [spans 3] agreement with such third party provider, together with all updates to and substitutions therefor as may be implemented by Licensor or such third party provider.
conversations.from: assistant
conversations.value: spans 1: any court, tribunal, or judicial or arbitral 
  spans 2: provincial, local or similar statute, law or ordinance, regulation, rule, code, order, requirement or rule of law (including common 
  spans 3: owned by a third party provider but is sublicensable by Licensor to Licensee without requiring the payment of any additional fee to any third party and without violating the terms of any
conversations.from: human
conversations.value: are the missing words: "Licensed Domain Names" means the domain names [words 1] hereto. "Licensee Parties" has the meaning [words 2] 8.1. "Licensor Parties" has the meaning set forth in Section [words 3].
conversations.from: assistant
conversations.value: words 1: listed on Exhibit A attached 
  words 2: set forth in Section 
  words 3: 8.2
conversations.from: human
conversations.value: Complete this text: "Master Transaction Agreement" means the Master Transaction Agreement entered into by and between E-House (China) Holdings Limited and CRIC Holdings Limited, dated as of ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  July 27, 2009. "Operating Content" has the meaning set forth in Section 2.2. "Person" means any individual, partnership, firm, corporation, limited liability company, association,...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. "PRC" means the People's Republic of China, excluding Hong Kong, Macau and Taiwan. "Recipient" has the meaning set forth in Section 9.1. "Respondent" has the meaning set forth in Section 10.12.
conversations.from: human
conversations.value: are the missing spans: "Rules" has the meaning set forth [spans 1].
conversations.from: assistant
conversations.value: spans 1: in Section 10.12
conversations.from: human
conversations.value: are the missing words: "Software License Agreement" means that certain Software License and [words 1] Agreement by and between Beijing SINA Internet Information [words 2] Co. , Ltd.
conversations.from: assistant
conversations.value: words 1: Support Services 
  words 2: Service
conversations.from: human
conversations.value: Complete this text: and SINA Leju dated as of ( ). "Term" has the meaning ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  set forth in Section 6.1.3 Source: CHINA REAL ESTATE INFORMATION CORP, F-1,...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: 9/29/2009 "Trademark License Agreement" means that certain Trademark License Agreement by and between Beijing SINA Internet Information Service Co. , Ltd.
conversations.from: human
conversations.value: Complete this text: and Licensee dated as of ( ). ARTICLE II GRANT OF LICENSE 2.1. Grant of Licenses. (a) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  during the Term. Except as provided in Section 2.3, Licensee's use of the Licensed Domain Names under the terms of this Agreement shall be free of any fees. (b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.
conversations.from: human
conversations.value: Complete this text: 1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee's use of the Licensed Content under the terms of this Agreement shall be free of any fees.
conversations.from: human
conversations.value: are the missing words: (c) Notwithstanding anything in this Agreement [words 1] contrary, Licensee has no right to [words 2] any rights granted hereunder to any third party, [words 3] use any Licensed Domain Names or Licensed Content; [words 4] rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee's [words 5] are controlled by SINA Leju solely [words 6] the Business during the Term. All rights in [words 7] the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be [words 8] of the terms and conditions of this Agreement [words 9].
conversations.from: assistant
conversations.value: words 1: to the 
  words 2: sublicense 
  words 3: or otherwise permit any third party to 
  words 4: provided, however, that any 
  words 5: Affiliates that 
  words 6: for the purpose of operating 
  words 7: and to 
  words 8: responsible for the compliance 
  words 9: by all of its sublicensees
conversations.from: human
conversations.value: Complete this text: Without limiting the foregoing, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  (or inaction) shall be deemed a breach by Licensee under this Agreement.2.2. Other Content. Licensee may desire to use Content other than Licensed Content, from time to time, in connection with the...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: websites associated with the Licensed Domain Names ("Operating Content"). Licensee may independently enter into an agreement with the owner of the Operating Content to secure Licensee's right to use such Operating Content, and shall be solely responsible for the cost and expense associated with procuring such Content. For the avoidance of doubt, Licensee shall be permitted to upload such Operating Content directly onto Licensee's...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: websites or through use of the Licensor's software pursuant to the Software 4 Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009 License Agreement.
conversations.from: human
conversations.value: Complete this text: If Licensee requests Licensor to enter into such an agreement on behalf of Licensee and to provide the Operating Content to Licensee, Licensor and ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Licensee shall discuss such request in good faith; provided, however, if Licensor agrees to procure and provide such Operating Content, Licensee shall reimburse Licensor...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: for all reasonable, incremental costs that Licensor incurs which are attributable to Licensee's request. For example, if Licensor, prior to the Effective Date, employs ten (10) full time employees dedicated to obtaining...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Content and, as a result of Licensee's request for Operating Content pursuant to this Section 2.2, must hire an additional full time employee to...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: handle Licensee's request, Licensee shall reimburse Licensor for the costs related to such full time employee, provided that, if such full time employee also...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: engages in work on behalf of Licensor or its Affiliates, Licensee shall reimburse Licensor on a pro rata basis only for the time spent...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: by such full time employee in handling Licensee's requests. Licensee further acknowledges that Licensor has no obligation to fulfill any request by Licensee to procure Operating Content under this Section 2.2. Unless otherwise agreed to by the Parties, any Operating Content obtained on Licensee's behalf by Licensor shall be for Licensee's use only and shall not be used by Licensor or its Affiliates or provided or made available to any third parties by Licensor.2.3. Fees. In the event E-House Research and Training Institute becomes entitled to charge, invoice, or otherwise receive from, Licensee any royalties, fees or other remuneration for use of the E-House Licensed Data and Information pursuant to amendments to the Master Transaction Agreement or through other means, Licensor and Licensee shall use good faith efforts...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: to amend this Agreement such that Licensor becomes entitled to charge, invoice, or otherwise receive fees from Licensee to use the Licensed Domain Names and Licensed Content, such fees to be agreed upon by the Parties, provided that (i) such fees shall be commercially reasonable and (ii) such fees shall not exceed the fees charged by Licensor to unaffiliated third parties for use of the Licensed Content, taking into account any other consideration received by Licensor (including, but not limited to, discounted services offerings from the third party).
conversations.from: human
conversations.value: Complete this text: Subject to the terms and conditions of this Agreement, Licensee shall be entitled to exercise exclusive control over all aspects of the websites ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  and the Business associated with the Licensed Domain Names including, without limitation, the operation, the look-and- feel and the Content of such websites.3.2.
conversations.from: human
conversations.value: Complete this text: Content Distribution. Licensor shall make available to Licensee the Licensed Content in substantially the same manner and with substantially the same speed and efficiency as such Licensed Content was made available to SINA Leju prior to the Effective Date, namely through Licensor's content database, but in no event with less speed, efficiency, or a lesser level of access than Licensor provides with respect to its own operations. Licensee agrees to use the Licensed Domain Names only ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  in accordance with such content distribution policy that Licensor uses in connection with its own business, and as may be established by Licensor and communicated in writing in advance to Licensee from time to time or as may otherwise be agreed to by the Parties from time to time, provided that Licensee shall be afforded the same period of time to implement any such content distribution policy as is afforded to Licensor's Affiliates and other third parties.
conversations.from: human
conversations.value: are the missing words: 5 Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009 3.3. Website Monitoring and Censoring. (a) Licensee Obligations. Licensee ... websites associated with the Licensed Domain Names, ... posted by end users. Licensor shall also have ... and censor Content of the websites associated with ...
conversations.from: assistant
conversations.value: words 1: shall monitor and censor all Content on the 
  words 2: including without limitation Content 
  words 3: the right to monitor 
  words 4: Licensed Domain Names
conversations.from: human
conversations.value: Complete this text: Licensee shall remove any offending Content, including, but not limited to, any illegal materials, pornographic, obscene or sexually explicit materials, materials of a violent nature, or politically sensitive materials, from such websites as soon as possible after it becomes ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  aware of such offending Content but in no event later than the timeframe prescribed by the Governmental Authority after receipt of oral or written notice from Licensor or such Governmental Authority. Licensee's failure to comply with this Section 3.
conversations.from: human
conversations.value: Complete this text: 3(a) shall be deemed a material breach of this Agreement. Without limiting the foregoing obligations, Licensee acknowledges that ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Licensor shall have the right to remove such offending Content from the websites associated with Licensed Domain Names.
conversations.from: human
conversations.value: are the missing spans: (b) New Restrictions Imposed by Governmental Authority. In the event Licensor receives notice from any Governmental Authority ...
conversations.from: assistant
conversations.value: spans 1: that the websites associated with the Licensed Domain Names contain offending Content where (i) the basis or nature of such offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from such Governmental Authority, Licensor shall promptly notify Licensee of Licensor's receipt thereof
conversations.from: human
conversations.value: Complete this text: Licensee shall then use best efforts to remove such Content as soon as possible in ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  accordance with the instructions of such Governmental Authority. Notwithstanding the foregoing or anything in Section 8.
conversations.from: human
conversations.value: are the missing spans: 2 to the contrary, in the event Licensor fails to notify Licensee of Licensor's receipt of such notice from a Governmental Authority, such that Licensee does not have sufficient time to remove such [spans 1] imposed by a Governmental Authority in connection with such offending Content.3.4.
conversations.from: assistant
conversations.value: spans 1: offending Content, Licensee shall not be liable for any fines or penalties
conversations.from: human
conversations.value: are the missing spans: Compliance with Laws. Licensee shall ensure that the Business complies with ...
conversations.from: assistant
conversations.value: spans 1: all applicable Laws in respect of operation, advertising and promotion of the Business and use of the Licensed Domain Names and Licensed Content in connection therewith.3.5
conversations.from: human
conversations.value: are the missing words: Restrictions. Except as expressly permitted under [words 1] Licensee shall not knowingly (a) use the Licensed Domain [words 2] tarnishes, degrades, disparages or reflects adversely on Licensor or Licensor's business or reputation, [words 3] or attempt to register any domain names [words 4] in part, or are confusingly similar [words 5] "SINA", (c) contest, challenge or otherwise make any claim or take any action adverse to [words 6] Domain Names, (d) register any trademarks, trade names or [words 7] of, in whole or in part, or are confusingly similar to [words 8] "SINA" in the name of Licensee or of any of its Affiliates, or (e) [words 9] for any unlawful purpose, including but not [words 10] pornographic, obscene or sexually explicit material, materials of a [words 11] nature, or politically sensitive materials. In the [words 12] Licensor reasonably determines that any violation of [words 13] an immediate harm to Licensor's business, [words 14] shall promptly, following receipt of notice [words 15] cease and desist all such non-conforming uses.6 Source: CHINA REAL ESTATE [words 16] OWNERSHIP 4.1. Ownership.
conversations.from: assistant
conversations.value: words 1: the Trademark License Agreement, 
  words 2: Names in any manner that 
  words 3: (b) in any jurisdiction, register 
  words 4: that consist of, in whole or 
  words 5: to, the term 
  words 6: Licensor's interest in the Licensed 
  words 7: company names that consist 
  words 8: the term 
  words 9: use the Licensed Content and other Content 
  words 10: limited to displaying or distributing any 
  words 11: violent 
  words 12: event that 
  words 13: the foregoing by Licensee poses 
  words 14: reputation or goodwill, Licensee 
  words 15: from Licensor, 
  words 16: INFORMATION CORP, F-1, 9/29/2009 ARTICLE IV
conversations.from: human
conversations.value: are the missing spans: Licensee acknowledges that, as between the Parties, [spans 1] shall remain exclusively with Licensor (or its third party providers).4.2. Prosecution and Maintenance.
conversations.from: assistant
conversations.value: spans 1: Licensor (or its third party providers) is the owner of all right, title and interest in and to the Licensed Domain Names and Licensed Content, and all such right, title and interest
conversations.from: human
conversations.value: Complete this text: As between Licensee and Licensor, Licensor shall have the sole and exclusive right and obligation to maintain and renew registrations for the Licensed Domain Names during the Term, and shall do so at its own cost and expense ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  during the Term. Licensee shall not engage in the foregoing affairs, in particular, Licensee shall not change or apply for change of the domain name registration service agency for the Licensed Domain Names during the Term of this Agreement.
conversations.from: human
conversations.value: Complete this text: ARTICLE V ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  ENFORCEMENT 5.1.
conversations.from: human
conversations.value: are the missing words: Licensor Enforcement. (a) Licensor shall have the [words 1] but not the obligation, to take [words 2] third parties in the courts, administrative agencies or otherwise, at Licensor's cost and expense, to prevent or [words 3] misappropriation, imitation or illegal use by third parties [words 4] Licensed Domain Names or Licensed Content. [words 5] Licensor in any action, suit or proceeding that the Licensor [words 6] without limitation, executing, filing and delivering all documents [words 7] Licensor) and shall lend its name to such action, [words 8] by the Licensor or required by [words 9].
conversations.from: assistant
conversations.value: words 1: right, 
  words 2: action against 
  words 3: terminate misuse, infringement, dilution, 
  words 4: of the 
  words 5: (b) Licensee shall reasonably cooperate with 
  words 6: may undertake under this Section 5.1 (including, 
  words 7: and evidence reasonably requested by the 
  words 8: suit or proceeding if reasonably requested 
  words 9: applicable Law
conversations.from: human
conversations.value: Complete this text: All reasonable out-of-pocket expenses incurred by the Licensee in connection therewith shall be reimbursed by the Licensor. The Licensee shall have the right to participate and be represented in any such action, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  suit or proceeding by its own counsel at its own expense.
conversations.from: human
conversations.value: are the missing spans: (c) All damages or other compensation of any kind [spans 1] or from any settlement or compromise thereof, shall be for the benefit of the Licensor, provided, however, that [spans 2] expenses for taking such action, suit or proceeding have been paid. ARTICLE VI TERM AND TERMINATION 6.1. Term.
conversations.from: assistant
conversations.value: spans 1: recovered in any action, suit or proceeding undertaken under this Article V, 
  spans 2: any compensation granted or awarded in light of any losses incurred by Licensee shall be for the benefit of the Licensee after Licensor's reasonable
conversations.from: human
conversations.value: Complete this text: The initial term of this Agreement (the "Initial Term") shall commence on the Effective Date and shall continue for a period of ten (10) years thereafter. Beginning twelve (12) months prior to the expiration of the Initial Term, the Parties shall use 7 Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009 good faith efforts to negotiate an extension of the term of this Agreement ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  (the Initial Term together with any applicable extension, the "Term").6.2. Termination for Bankruptcy. Either Party may immediately terminate this Agreement in the event that the other Party (a) becomes insolvent or unable to pay its debts as they mature; (b) makes an assignment for the benefit of its creditors; (c) seeks relief, or if proceedings are commenced against such other Party or on its...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: behalf, under any bankruptcy, insolvency or debtors' relief law and such proceedings have not been vacated or set aside within seven (7) days from the date of commencement thereof.6.3. Termination for Breach...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: (a) By Licensor. Licensor may terminate this Agreement at any time in the event that the Licensee is in material default or breach of...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: any provision of this Agreement, and, if such default or breach is capable of cure, such default or breach continues uncured for a period...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: of thirty (30) days after receipt of written notice thereof; provided, however, that in the event that the Licensee has in good faith commenced...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: cure within such thirty (30) day period, but cannot practically complete such cure within such thirty (30) day period, the Parties shall negotiate a...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: reasonable additional time to cure. (b) By Licensee. Licensee may terminate this...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Agreement at any time in the event that the Licensor is in...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: material default or breach of any provision of this Agreement, and, if such default or breach is capable of cure, such default or breach continues uncured for a period of thirty (30) days after receipt of written notice thereof; provided, however, that in the event that the Licensor has in good faith commenced cure within such thirty (30) day period, but cannot practically complete such cure within such thirty (30) day period, the Parties shall negotiate a reasonable additional time to cure.6.4.
conversations.from: human
conversations.value: Complete this text: Termination for a Change of Control. Licensor may terminate this Agreement by providing prior written notice to Licensee upon the occurrence of a Change ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  of Control.6.5. Termination in the Event of Termination of Agency Agreement. In the event that the Agency Agreement is terminated pursuant to Section 9.
conversations.from: human
conversations.value: Complete this text: 02 (c)(iii) or 9.02(d)(i) thereof, this Agreement shall automatically be terminated as of the effective date of the termination of the ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Agency Agreement and shall thereafter be of no further force or effect except as set forth in Section 6.7.6.6. Effect of Termination.
conversations.from: human
conversations.value: are the missing spans: (a) Upon termination (but not expiration) of this Agreement for any reason, Licensee shall be entitled to [spans 1] of time, not to exceed ninety (90) days, during which it shall diligently [spans 2] solution. Upon expiration of this Agreement [spans 3] all use of the Licensed Domain Names [spans 4] Upon termination or expiration of the Agency Agreement (other than as described in Section 6.
conversations.from: assistant
conversations.value: spans 1: use the Licensed Domain Names and Licensed Content for a limited period 
  spans 2: work to transition to another 
  spans 3: or such 90-day period, (i) all rights granted to Licensee under this Agreement with respect to the Licensed Domain Names and Licensed Content shall immediately cease, and (ii) Licensee shall immediately discontinue 
  spans 4: and Licensed Content.8 Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009 (b)
conversations.from: human
conversations.value: are the missing spans: 5), Licensee's rights under Section 2.1(b) are terminated and Licensee shall immediately discontinue all use of the [spans 1] Agreement.6.7. Survival.
conversations.from: assistant
conversations.value: spans 1: Licensed Content, provided, however that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency
conversations.from: human
conversations.value: are the missing words: The duties and obligations of the Parties [words 1] and X and Section 7.2 of [words 2] any termination or expiration of this Agreement. ARTICLE [words 3].
conversations.from: assistant
conversations.value: words 1: under Articles IV, VI, VIII, IX 
  words 2: this Agreement shall survive 
  words 3: VII REPRESENTATIONS AND WARRANTIES 7.1
conversations.from: human
conversations.value: Complete this text: Representations and Warranties. (a) By Each Party. Each of Licensee and Licensor represents and warrants to each other Party that: (a) it is a corporation duly incorporated, validly existing and in good ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  standing under applicable Law; (b) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within its corporate powers; (c) it has taken necessary steps...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: to obtain authority and all necessary consents and approvals of any other third party or Governmental Authority to execute and perform this Agreement; (d)...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: this Agreement has been duly executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting the rights of creditors' generally or by general...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: principals of equity; and (e) the execution, delivery and performance of this Agreement will not conflict with or result in any breach of its charter or certificate of incorporation, bylaws, or other governing document, or any instrument, obligation, or contract to which it or its properties is bound.
conversations.from: human
conversations.value: Complete this text: (b) By Licensor. Licensor represents and warrants that: i. It has the ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  right to grant the licenses granted to Licensee hereunder; and ii.
conversations.from: human
conversations.value: Complete this text: The Licensed Content and the Licensed Domain Names are, and the rights granted hereunder in connection with the Licensed Domain Names and Licensed Content are, substantially similar to the Licensed Content and the Licensed Domain Names and the rights that were granted to SINA Leju in connection therewith prior to the Effective Date.7.2. Disclaimer. LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  FORTH HEREIN OR IN THE SHARE PURCHASE AGREEMENT, THE LICENSED DOMAIN NAMES AND THE LICENSED CONTENT ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, VALIDITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND LICENSOR HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES.
conversations.from: human
conversations.value: Complete this text: 9 Source: CHINA REAL ESTATE INFORMATION CORP, F-1, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  9/29/2009 ARTICLE VIII INDEMNIFICATION 8.1. Indemnification by Licensor.
conversations.from: human
conversations.value: are the missing words: Licensor shall defend, indemnify and hold [words 1] its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, [words 2] from and against any claim, suit, demand or action ("Action"), and any and all [words 3] suffered or incurred by Licensee in [words 4] party claims arising out of or [words 5] Licensor of any provision of this Agreement. Licensor's obligation [words 6] conditioned on (a) Licensee's provision to Licensor [words 7] an Action (except where any delay does not materially prejudice Licensor); (b) Licensee's reasonable cooperation with Licensor in the defense and settlement of such [words 8] and (c) Licensor having exclusive control of the defense, settlement and/or [words 9] an Action (provided that Licensor may not [words 10] a manner that adversely affects Licensee without Licensee's prior written [words 11] unreasonably withheld or delayed).8.2. Indemnification by Licensee. Licensee shall [words 12] harmless Licensor and its Affiliates, and their respective officers, directors, [words 13] and assigns, (collectively, the "Licensor Parties") from and [words 14] and any and all direct losses [words 15] or incurred by Licensor in connection [words 16] (a) arising out of or resulting from any [words 17] Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated [words 18] Names, or (c) regarding any Content that was [words 19] by a Governmental Authority, even if Licensee removes such Content within the [words 20] Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a [words 21] a reasonable period of time to remove Content in [words 22] (i) the basis or nature of the offense has not previously been identified by any Governmental [words 23] has not also received notice from the Governmental Authority. Licensee's obligation to indemnify Licensor shall [words 24] provision to Licensee of prompt notice of such an Action (except where any [words 25] materially prejudice Licensee); (y) Licensor's reasonable cooperation with Licensee [words 26] such an Action at Licensee's cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise [words 27] Licensee may not settle any Action in [words 28] adversely affects Licensor without Licensor's prior written consent, not to [words 29] delayed). ARTICLE IX CONFIDENTIALITY 9.1.
conversations.from: assistant
conversations.value: words 1: harmless Licensee and 
  words 2: (collectively, the "Licensee Parties") 
  words 3: direct losses 
  words 4: connection with any third 
  words 5: resulting from any breach by 
  words 6: to indemnify Licensee shall be 
  words 7: of prompt notice of such 
  words 8: an Action at Licensor's cost; 
  words 9: compromise of such 
  words 10: settle any Action in 
  words 11: consent, not to be 
  words 12: defend, indemnify and hold 
  words 13: employees, agents, shareholders, successors 
  words 14: against any Action, 
  words 15: suffered 
  words 16: with any third party claims 
  words 17: breach by Licensee of any provision of this 
  words 18: with Licensed Domain 
  words 19: subject to a request for removal 
  words 20: time period proscribed by the 
  words 21: result of Licensor's failure to provide Licensee with 
  words 22: cases where 
  words 23: Authority as offensive or inappropriate and (ii) Licensee 
  words 24: be conditioned on (x) Licensor's 
  words 25: delay does not 
  words 26: in the defense and settlement of 
  words 27: of such an Action (provided that 
  words 28: a manner that 
  words 29: be unreasonably withheld or
conversations.from: human
conversations.value: Complete this text: Confidential Information. In performing its obligations under this Agreement, either Party ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  (the "Recipient") may obtain certain Confidential Information of the other Party.
conversations.from: human
conversations.value: Complete this text: For purposes of this Agreement, "Confidential Information" shall mean information, documents and other tangible things, provided by either Party to the other, in whatever form, relating to such Party's business and marketing, including such Party's financial information, personal information, customer lists, product plans and marketing plans, whether alone or in its compiled form and whether marked as confidential or not. The Recipient shall maintain in 10 Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009 confidence all Confidential Information ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  and shall not disclose such Confidential Information to any third party without the express written consent of the other Party except to those of its employees, subcontractors, consultants, representatives and agents as are necessary in connection with activities as contemplated by this Agreement. In maintaining the confidentiality of Confidential Information, the Recipient shall exercise the same degree of care that it exercises with its own confidential information, and in no event less than a reasonable degree of care.
conversations.from: human
conversations.value: are the missing words: The Recipient shall ensure that each of ... holds in confidence and makes no ... any purpose other than those permitted under this Agreement or otherwise required ... Law. Upon request by the other Party, the ... otherwise handle as instructed by the other Party, ... software containing such Confidential Information, and shall not ... Confidential Information.9.2. Exceptions.
conversations.from: assistant
conversations.value: words 1: its employees, subcontractors, consultants, representatives and agents 
  words 2: use of the Confidential Information for 
  words 3: by 
  words 4: Recipient shall return, destroy or 
  words 5: any documents or 
  words 6: continue to use such
conversations.from: human
conversations.value: are the missing spans: The obligation of confidentiality contained in Section 9.1 shall not apply to the extent that (a) the [spans 1] the extent permitted by applicable Law, the Recipient shall not [spans 2] to make such disclosure; or (b) the Recipient can demonstrate that (i) the disclosed information was at the time of such disclosure to the Recipient already in (or thereafter enters) the [spans 3] to the date of disclosure (other than pursuant to disclosure by the other Party pursuant to other agreements in effect between the Parties), or (iii) the disclosed information was received by the Recipient on an unrestricted basis from a source unrelated to any Party [spans 4].
conversations.from: assistant
conversations.value: spans 1: Recipient is required to disclose information by order or regulation of a Governmental Authority or a court of competent jurisdiction; provided, however, that, to 
  spans 2: make any such disclosure without first notifying the other Party and allowing the other Party a reasonable opportunity to seek injunctive relief from (or a protective order with respect to) the obligation 
  spans 3: public domain other than as a result of actions of the Recipient, its directors, officers, employees or agents in violation hereof, (ii) the disclosed information was rightfully known to the Recipient prior 
  spans 4: and not under a duty of confidentiality to the other Party
conversations.from: human
conversations.value: Complete this text: ARTICLE X GENERAL PROVISIONS 10.1. Taxes. Each Party shall be responsible for taxes that should be borne by it in accordance with applicable Law. If any Party pays any taxes that should ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  have been borne by the other Party in accordance with Law, such other Party shall reimburse such Party within seven (7) days after its receipt of documentation evidencing such tax payment so...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: incurred by such Party.10.2. Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including, fees and disbursements of counsel, financial advisors...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the party incurring such costs and expenses, whether or not the Closing shall have occurred.10.3. Notices.
conversations.from: human
conversations.value: Complete this text: All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given, made or received (i) on the date of delivery if delivered in person ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  or by messenger service, (ii) on the date of confirmation of receipt of transmission by facsimile (or, the first (1s t) Business Day following such receipt if (a) such 11 Source: CHINA...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: REAL ESTATE INFORMATION CORP, F-1, 9/29/2009 date of confirmation is not a...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Business Day or (b) confirmation of receipt is given after 5:00 p.m. , Beijing time) or (iii) on the date of confirmation of receipt if delivered by an internationally recognized overnight courier...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: service or registered or certified mail (or, the first (1s t) Business Day following such receipt if (a) such date of confirmation is not...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: a Business Day or (b) confirmation of receipt is given after 5:00 p.m. , Beijing time) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.3): if to Licensor: SINA Corporation 20/F Beijing Ideal International Plaza No.
conversations.from: human
conversations.value: Complete this text: 58 Northwest 4th Ring Road Haidian District, Beijing, 100090 People's Republic of China Facsimile: +86 10 8260 7166 Attention: Head of Legal Department (Xie Guomin) with a copy (which shall not constitute ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  notice) to: Shearman & Sterling LLP 12th Floor East Tower, Twin Towers B-12 Jianguomenwai Dajie Beijing 100022 People's Republic of China Facsimile: +86 10 6563 6001 Attention: Lee Edwards, Esq. if to...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Licensee: Beijing Yisheng Leju Information Services Co. , Ltd. c/o CRIC Holdings Limited No.
conversations.from: human
conversations.value: are the missing spans: 383 Guangyan Road Shanghai 200072 People's Republic of China Facsimile: [spans 1] Kong Facsimile: +852 3740 4727 Attention: Jonathan B. Stone, Esq. and Z. Julie Gao, Esq.10.4. Public Announcements. Other than (i) the filing with the [spans 2] INFORMATION CORP, F-1, 9/29/2009 including the [spans 3] exchange or regulators in connection with the IPO, in each case, [spans 4] party to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated [spans 5] prior written consent of the other party unless otherwise required by Law or applicable stock exchange regulation, [spans 6] communication.10.5. Severability. If any term or other [spans 7] hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an [spans 8].
conversations.from: assistant
conversations.value: spans 1: + 86 (21) 6086 7111 Attention: President with a copy (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom 42/F, Edinburgh Tower, The Landmark 12 Queen's Road Central, Hong 
  spans 2: SEC of the Form F-1, any amendments thereto and any other documents filed in connection with the Form F-1, 12 Source: CHINA REAL ESTATE 
  spans 3: filing of this Agreement or (ii) any communications with the relevant stock 
  spans 4: as deemed necessary or desirable in the sole discretion of CRIC, neither 
  spans 5: by this Agreement or otherwise communicate with any news media without the 
  spans 6: and the parties to this Agreement shall cooperate as to the timing and contents of any such press release, public announcement or 
  spans 7: provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party 
  spans 8: acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.10.6
conversations.from: human
conversations.value: Complete this text: Entire Agreement. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  and understandings, both written and oral, with respect to the subject matter hereof and thereto (including the Original Agreement).10.7. Assignment. This Agreement and any...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: rights or authority granted hereunder shall not be assigned or transferred by either Party, including by operation of law, merger or otherwise, without the express written consent of the other Party, provided...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: that Licensor may assign this Agreement without consent to any of its Affiliates and Licensee may assign this Agreement without consent to SINA Leju or an Affiliate of Licensee that is controlled by SINA Leju.10.8. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, both Parties or (b) by a waiver...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: in accordance with Section 10.9.10.9. Waiver. Either Party may (a) extend the...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: time for the performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracies in the representations and warranties of the other Party contained herein or...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the agreements of the other Party or conditions to such Party's obligations contained herein.
conversations.from: human
conversations.value: Complete this text: Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  thereby. No waiver of any representation, warranty, agreement, condition or obligation granted pursuant to this Section 10.
conversations.from: human
conversations.value: are the missing spans: 9 or otherwise in accordance with this Agreement shall [spans 1] obligation. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.
conversations.from: assistant
conversations.value: spans 1: be construed as a waiver of any prior or subsequent breach of such representation, warranty, agreement, condition or obligation or any other representation, warranty, agreement, condition or
conversations.from: human
conversations.value: Complete this text: 13 Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009 10.10. No Third Party Beneficiaries. Except for the provisions of Article VII relating to indemnified parties, this Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  express or implied (including the provisions of Article VII relating to indemnified parties), is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Agreement.10.11.
conversations.from: human
conversations.value: are the missing spans: Governing Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, the [spans 1] another jurisdiction).10.12.
conversations.from: assistant
conversations.value: spans 1: laws of the People's Republic of China (without regard to its conflicts of laws rules that would mandate the application of the laws of
conversations.from: human
conversations.value: Complete this text: Dispute Resolution. (a) Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  or invalidity thereof (each, a "Dispute"), shall to the extent possible be settled through friendly consultation among the Parties hereto.
conversations.from: human
conversations.value: are the missing words: The claiming Party (the "Claimant") shall promptly notify the other Party (the "Respondent") in a dated written notice [words 1] arisen and describe the nature of [words 2] Dispute. Any Dispute which remains unresolved within [words 3] such written notice shall be submitted to the China International Economic and Trade Arbitration Commission (the "Commission") to be finally settled by arbitration in Beijing, PRC in accordance with the Commission's then effective [words 4] and this Section 10.12. The language of the arbitration [words 5].
conversations.from: assistant
conversations.value: words 1: that a Dispute has 
  words 2: the 
  words 3: sixty (60) days after the date of 
  words 4: rules (the "Rules") 
  words 5: shall be Mandarin Chinese
conversations.from: human
conversations.value: Complete this text: (b) The arbitration tribunal shall consist of three (3) arbitrators. The Claimant shall appoint one (1) arbitrator, the Respondent shall appoint one (1) arbitrator, and the two (2) arbitrators so appointed shall ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  appoint a third arbitrator.
conversations.from: human
conversations.value: are the missing spans: If the Claimant and the Respondent fail [spans 1] made promptly by the Commission. (c) Any award of the [spans 2] jurisdiction. The Parties shall use their best efforts [spans 3].
conversations.from: assistant
conversations.value: spans 1: to appoint one (1) arbitrator, or the two (2) arbitrators appointed fail to appoint the third arbitrator within the time periods set by the then effective Rules, the relevant appointment shall be 
  spans 2: arbitration tribunal established pursuant to this Section 10.12 shall be final and binding upon the Parties, and enforceable in any court of competent 
  spans 3: to effect the prompt execution of any such award and shall render whatever assistance as may be necessary to this end
conversations.from: human
conversations.value: are the missing spans: The prevailing Party (as determined by the [spans 1] costs. (d) The foregoing provisions in this Section [spans 2] relief.10.13. No Presumption.
conversations.from: assistant
conversations.value: spans 1: arbitrators) shall be entitled to reimbursement of its costs and expenses, including reasonable attorney's fees, incurred in connection with the arbitration and any judicial enforcement, unless the arbitrators determine that it would be manifestly unfair to honor this agreement of the Parties and determine a different allocation of 
  spans 2: 10.12 shall not preclude any Party from seeking interim or conservatory remedies, including injunctive relief, from any court having jurisdiction to grant such
conversations.from: human
conversations.value: are the missing spans: The Parties acknowledge that each has been represented by counsel in connection with this [spans 1] Agreement. Accordingly, any applicable Law that would require interpretation of any claimed 14 Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009 ambiguities in this Agreement against [spans 2] waived. If any claim is made [spans 3] by or at the request of any Party or its counsel.10.14.
conversations.from: assistant
conversations.value: spans 1: Agreement and the transactions contemplated by this 
  spans 2: the Party that drafted it has no application and is expressly 
  spans 3: by a Party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared
conversations.from: human
conversations.value: Complete this text: Specific Performance. The parties hereto acknowledge and agree that irreparable damage would occur if any of the provisions of this Agreement are not performed ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  in accordance with their specific terms and that any breach of this Agreement could not be adequately compensated in all cases by monetary damages...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: alone.
conversations.from: human
conversations.value: Complete this text: Accordingly, in addition to any other right or remedy to which a party hereto may be entitled, at law or in equity, it shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.10.15. Force Majeure. Neither Party shall be liable ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  for failure to perform any of its obligations under this Agreement during any period in which such Party cannot perform due to hacker attack, fire, flood or other natural disaster, war, embargo, riot or the intervention of any Governmental Authority, provided, however, that the Party so delayed immediately notifies the other Party of such delay. In no event shall such nonperformance by Licensee be excused due to any such event for longer than ninety (90) days.10.16.
conversations.from: human
conversations.value: are the missing spans: Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in [spans 1] agreement.10.17. Termination of Original Agreement. Pursuant to the [spans 2] Date. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not become effective unless and until the [spans 3] executed. (SIGNATURES ON NEXT PAGE) 15 Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009 IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its duly authorized [spans 4] Co. , Ltd.
conversations.from: assistant
conversations.value: spans 1: one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same 
  spans 2: Mutual Termination Agreement set forth in Exhibit B attached hereto, the Original Agreement shall be terminated as of the Effective 
  spans 3: Mutual Termination Agreement set forth in Exhibit B is 
  spans 4: representatives on the date first set forth above.16 Beijing SINA Internet Information Service
conversations.from: human
conversations.value: Complete this text: By:/s/ Charles Chao Name: Title: Beijing Yisheng Leju Information Services Co. , Ltd. By:/s/ Fei Cao Name: Title: Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009 LICENSED DOMAIN NAMES house. sina.com. cn jiaju. sina.com. cn construction. sina.com. cn 17 Source: CHINA REAL ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  ESTATE INFORMATION CORP, F-1, 9/29/2009 MUTUAL TERMINATION AGREEMENT THIS MUTUAL TERMINATION AGREEMENT ("Termination Agreement") is made and entered into this day of , 2009, by and between Beijing SINA Internet Information Service Co. ("Beijing SINA") and Shanghai SINA Leju Information Technology Co. Ltd.
conversations.from: human
conversations.value: are the missing spans: ("SINA Leju"). WITNESSETH: WHEREAS, Beijing SINA [spans 1] Agreement. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained [spans 2].
conversations.from: assistant
conversations.value: spans 1: and SINA Leju entered into that certain Domain Name License Agreement dated May 8, 2008 (the "Original Agreement"); and WHEREAS, Beijing SINA and SINA Leju desire to mutually terminate the Original Agreement effective as of the date of this Termination 
  spans 2: herein, and other good and valuable consideration, receipt of which is hereby acknowledged by each of the parties hereto, the parties agree as follows: 1
conversations.from: human
conversations.value: Complete this text: Beijing SINA and SINA Leju agree that, upon the date of execution of this Termination Agreement, the Agreement shall terminate and be of no further force or effect, and, for the avoidance of doubt, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  no provisions of the Original Agreement survive such termination.2. This Termination Agreement represents the complete, integrated, and entire agreement between the parties, and may not be modified except in writing signed by the parties.3.
conversations.from: human
conversations.value: Complete this text: This Termination Agreement shall be governed by the laws ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  of the PRC, without regard to conflicts of law...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: principles.
conversations.from: human
conversations.value: What would be a contract section that comes after this one:
  3. This Termination Agreement shall be governed by the laws of the PRC, without regard to conflicts of law principles.
conversations.from: assistant
conversations.value: 4. This Termination Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
conversations.from: human
conversations.value: Next lines please.
conversations.from: assistant
conversations.value: 5. This Termination Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
  [SIGNATURES ON NEXT PAGE]
  18
  Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009
  IN WITNESS WHEREOF, the undersigned have executed this Termination Agreement as of the date first set forth above.
  19
   Beijing SINA Internet Information Service Co., Ltd.
   By:
   Name: Title: Shanghai SINA Leju Information Technology Co. Ltd.
   By:
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Name: Title:
  Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: DOMAIN NAME AND CONTENT LICENSE AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * Beijing Yisheng Leju Information Services Co., Ltd.
  * Licensor
  * Licensee
  * Beijing SINA Internet Information Service Co., Ltd.
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: "Effective Date" means the Closing Date as set forth in the Share Purchase Agreement.
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: The initial term of this Agreement (the "Initial Term") shall commence on the Effective Date and shall continue for a period of ten (10) years thereafter.
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: * This Termination Agreement shall be governed by the laws of the PRC, without regard to conflicts of law principles.
  * This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, the laws of the People's Republic of China (without regard to its conflicts of laws rules that would mandate the application of the laws of another jurisdiction).
conversations.from: human
conversations.value: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?
conversations.from: assistant
conversations.value: Yes. In the event E-House Research and Training Institute becomes entitled to charge, invoice, or otherwise receive from, Licensee any royalties, fees or other remuneration for use of the E-House Licensed Data and Information pursuant to amendments to the Master Transaction Agreement or through other means, Licensor and Licensee shall use good faith efforts to amend this Agreement such that Licensor becomes entitled to charge, invoice, or otherwise receive fees from Licensee to use the Licensed Domain Names and Licensed Content, such fees to be agreed upon by the Parties, provided that (i) such fees shall be commercially reasonable and (ii) such fees shall not exceed the fees charged by Licensor to unaffiliated third parties for use of the Licensed Content, taking into account any other consideration received by Licensor (including, but not limited to, discounted services offerings from the third party).
conversations.from: human
conversations.value: Is there an exclusive dealing  commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on  collaborating or working with other parties), whether during the contract or  after the contract ends (or both)?
conversations.from: assistant
conversations.value: Yes. 
  * Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term
  * Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement.
conversations.from: human
conversations.value: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?
conversations.from: assistant
conversations.value: Yes. 
  * This Agreement and any rights or authority granted hereunder shall not be assigned or transferred by either Party, including by operation of law, merger or otherwise, without the express written consent of the other Party, provided that Licensor may assign this Agreement without consent to any of its Affiliates and Licensee may assign this Agreement without consent to SINA Leju or an Affiliate of Licensee that is controlled by SINA Leju.
  * Licensor may terminate this Agreement by providing prior written notice to Licensee upon the occurrence of a Change of Control.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: Yes. 
  * Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee's Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term.
  * This Agreement and any rights or authority granted hereunder shall not be assigned or transferred by either Party, including by operation of law, merger or otherwise, without the express written consent of the other Party, provided that Licensor may assign this Agreement without consent to any of its Affiliates and Licensee may assign this Agreement without consent to SINA Leju or an Affiliate of Licensee that is controlled by SINA Leju.
conversations.from: human
conversations.value: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Does the contract contain a license granted by one party to its counterparty?
conversations.from: assistant
conversations.value: Yes. 
  * Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term.
  * Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement.
conversations.from: human
conversations.value: Does the contract limit the ability of a party to transfer the license being granted to a third party?
conversations.from: assistant
conversations.value: Yes. 
  * Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee's Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term.
  * Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term.
  * Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement.
conversations.from: human
conversations.value: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?
conversations.from: assistant
conversations.value: Yes. Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee's Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term.
conversations.from: human
conversations.value: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,  insolvency, etc.)?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
conversations.from: assistant
conversations.value: Yes. Upon termination (but not expiration) of this Agreement for any reason, Licensee shall be entitled to use the Licensed Domain Names and Licensed Content for a limited period of time, not to exceed ninety (90) days, during which it shall diligently work to transition to another solution.
conversations.from: human
conversations.value: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: 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)?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: 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?
conversations.from: assistant
conversations.value: Yes. Except as expressly permitted under the Trademark License Agreement, Licensee shall not knowingly (a) use the Licensed Domain Names in any manner that tarnishes, degrades, disparages or reflects adversely on Licensor or Licensor's business or reputation, (b) in any jurisdiction, register or attempt to register any domain names that consist of, in whole or in part, or are confusingly similar to, the term "SINA", (c) contest, challenge or otherwise make any claim or take any action adverse to Licensor's interest in the Licensed Domain Names, (d) register any trademarks, trade names or company names that consist of, in whole or in part, or are confusingly similar to the term "SINA" in the name of Licensee or of any of its Affiliates, or (e) use the Licensed Content and other Content for any unlawful purpose, including but not limited to displaying or distributing any pornographic, obscene or sexually explicit material, materials of a violent nature, or politically sensitive materials.