Common use of Offsite Advertising Inventory Sale Agency Clause in Contracts

Offsite Advertising Inventory Sale Agency. (a) Pursuant to the terms and conditions of this Agreement, SINA shall, and shall procure any SINA Affiliate operating SINA Website to, authorize Leju and any Leju Wholly-owned Subsidiary designated in writing by Leju from time to time (collectively, the “SINA Agent”), as the sole and exclusive agent of SINA for the Real Estate Advertising during the term hereof, subject to the procedures set forth in Schedule C of the advertising guidelines and inventory release guidelines of SINA (“SINA Approval Procedures and Rules”), to sell Advertising Inventory on SINA Website (“Offsite Advertising Inventory”) in connection with offering of Real Estate Advertising; provided, however, that Offsite Advertising Inventory shall not include (x) any Advertising Inventory on Leju Channels, and (y) any search Advertising Inventory on SINA Website (the foregoing Advertising Inventory under (y), “Excluded Advertising Inventory”). For avoidance of any doubt, during the term of this Agreement, neither SINA nor any SINA Affiliate operating SINA Website may directly or authorize any Person other than SINA Agent to sell any Offsite Advertising Inventory in connection with the offering of Real Estate Advertising. SINA shall have the right to amend the SINA Approval Procedures and Rules from time to time, provided that such amendment shall also be applicable to any other major advertising agent of SINA. (b) The period commencing from the Effective Date and ending on the Expiration Date shall be divided into eleven (11) Agency Periods (“Agency Period”), of which the first Agency Period shall commence on the Effective Date and end on December 31, 2009; each of the second through the 10th Agency Period shall be equal to one calendar year (commencing on January 1 and ending on December 31 of such year) commencing on January 1, 2010; and the 11th Agency Period shall commence on January 1, 2019 and end on Expiration Date. (c) During each Agency Period, SINA shall provide to SINA Agent Offsite Advertising Inventory, the total List Price of which shall be the sum of: (i) the total List Price of Advertising Inventory at fixed locations provided by SINA to SINA Agent and marketable to end advertisers for one or more than one year (“Fixed Location Advertising Inventory”). The locations, numbers and List Price of the Fixed Location Advertising Inventory to be provided by SINA to SINA Agent are set forth in Schedule D (subject to adjustment pursuant to this Agreement). The total List Price of Fixed Location Advertising Inventory provided by SINA to SINA Agent during any Agency Period (“Fixed Location Advertising Annual Cap”) shall be equal to (a) the product of RMB nine hundred and eighty-two thousand (982,000) multiplied by the number of Business Days during such Agency Period, or (b) such amount as agreed upon by the Parties pursuant to Section 5.03 and/or Section 5.04(a)(ii); and (ii) the total List Price of Advertising Inventory offered by SINA to SINA Agent other than Fixed Location Advertising, including banner advertising, button advertising and text linkage (“Commercial Advertising Inventory”). The location and display period in connection with the offering of Commercial Advertising Inventory shall be determined and adjusted from time to time upon agreement of the Parties subject to the SINA Approval Procedures and Rules. (d) the total List Price of Offsite Advertising Inventory provided by SINA to SINA Agent in any Agency Period shall not exceed the product of the total Advertising Revenue earned by Leju and its Affiliates from the sale of Advertising Inventory at Leju Channels (“Leju Channel Advertising Inventory”) and Offsite Advertising Inventory in such Agency Period (“Leju Advertising Gross Revenue”) multiplied by N and further multiplied by four (4) (“Offsite Inventory Cap”), of which N represents thirty-three percent (33%) for each of the first four Agency Periods, thirty percent (30%) for each of the 5th to 7th Agency Periods, and twenty-five percent (25%) for each of the 8th to 11th Agency Periods. (e) Within ten (10) days upon the end of a full quarter during any Agency Period, if SINA reasonably determines based on the information to its knowledge and/or provided by SINA Agent that the total List Price of Offsite Advertising Inventory actually sold by SINA Agent during such quarter has been equal to or more than the amount of Leju Advertising Gross Revenue multiplied by four (4) and further multiplied by sixty percent (60%), SINA has the discretion to give a writing notice to Leju (“Suspension Notice”), describing such circumstance and stating the decision of SINA to suspend providing Commercial Advertising Inventory to SINA Agent during the remainder of such Agency Period. Upon receipt of Suspension Notice, SINA Agent shall immediately terminate its sale of any Commercial Advertising Inventory; provided, however, that Suspension Notice will not have effect on such Commercial Advertising Inventory the offering of which has been completed or scheduled, and for which SINA Agent has entered into binding advertising agreement with the advertiser or its agent. When SINA Agent provides to SINA true information reasonably evidencing that the total List Price of Offsite Advertising Inventory actually sold by SINA Agent is less than the product of Leju Advertising Gross Revenue multiplied by four (4) and further multiplied by forty percent (40%), SINA shall restore its provision of Commercial Advertising Inventory to SINA Agent, upon which restoration the Suspension Notice given by SINA shall terminate automatically. (f) If the total List Price of any Offsite Advertising actually sold by SINA Agent by December 31 of any Agency Period fails to reach the Offsite Inventory Cap for such Agency Period, the shortfall amount shall be automatically reset to zero at 24:00 of such 31st of December and not be carried over into the next Agency Period. (g) Without prior written consent of SINA, SINA Agent may not sale Offsite Advertising Inventory, or use Offsite Advertising Inventory by way of advertising exchange with other Person, in connection with the offering of Non-Real Estate Advertising. (h) Nothing in this Agreement shall be construed in any way to restrict SINA or any of its Affiliates from directly selling or authorizing any Person to sell the Excluded Advertising Inventory for the offering of any kind of advertising (including Real Estate Advertising, Derivative Real Estate Advertising and Non-Real Estate Advertising). Notwithstanding anything to the contrary herein, SINA and any of its Affiliates shall have the right to directly sell or authorize any Person to sell the Offsite Advertising Inventory for the offering of Non-Real Estate Advertising and Derivative Real Estate Advertising subject to the SINA Approval Procedures and Rules.

Offsite Advertising Inventory Sale Agency. (a) Pursuant to the terms and conditions of this Agreement, SINA shall, and shall procure any SINA Affiliate operating SINA Website to, authorize Leju and any Leju Wholly-owned Subsidiary Entity designated in writing by Leju from time to time (collectively, the “SINA Agent”), as the sole and exclusive agent of SINA for the Real Estate Advertising during the term hereof, subject to the procedures set forth in Schedule C of the advertising guidelines and inventory release guidelines of SINA (“SINA Approval Procedures and Rules”), to sell Advertising Inventory on SINA Website (“Offsite Advertising Inventory”) in connection with offering of Real Estate Advertising; provided, however, that Offsite Advertising Inventory shall not include (x) any Advertising Inventory on Leju Channels, and (y) any search Advertising Inventory on SINA Website (the foregoing Advertising Inventory under (y), “Excluded Advertising Inventory”). For avoidance of any doubt, during the term of this Agreement, neither SINA nor any SINA Affiliate operating SINA Website may directly or authorize any Person other than SINA Agent to sell any Offsite Advertising Inventory in connection with the offering of Real Estate Advertising. SINA shall have the right to amend the SINA Approval Procedures and Rules from time to time, provided that such amendment shall also be applicable to any other major advertising agent of SINA. (b) The period commencing from the Effective Date and ending on the Expiration Date shall be divided into eleven (11) Agency Periods (“Agency Period”), of which the first Agency Period shall commence on the Effective Date and end on December 31, 20092014; each of the second through the 10th Agency Period shall be equal to one calendar year (commencing on January 1 and ending on December 31 of such year) commencing on January 1, 20102015; and the 11th Agency Period shall commence on January 1, 2019 2024 and end on Expiration Date. (c) During each Agency Period, SINA shall provide to SINA Agent Offsite Advertising Inventory, the total List Price of which shall be the sum of: (i) the total List Price of Advertising Inventory at fixed locations provided by SINA to SINA Agent and marketable to end advertisers for one or more than one year (“Fixed Location Advertising Inventory”). The locations, numbers and List Price of the Fixed Location Advertising Inventory to be provided by SINA to SINA Agent are set forth in Schedule D (subject to adjustment pursuant to this Agreement). The total List Price of Fixed Location Advertising Inventory provided by SINA to SINA Agent during any Agency Period (“Fixed Location Advertising Annual Cap”) shall be equal to (a) the product of RMB nine hundred and eighty-two thousand (982,000) multiplied by the number of Business Days during such Agency Period, or (b) such amount as agreed upon by the Parties pursuant to Section 5.03 and/or Section 5.04(a)(ii); and (ii) the total List Price of Advertising Inventory offered by SINA to SINA Agent other than Fixed Location Advertising, including banner advertising, button advertising and text linkage (“Commercial Advertising Inventory”). The location and display period in connection with the offering of Commercial Advertising Inventory shall be determined and adjusted from time to time upon agreement of the Parties subject to the SINA Approval Procedures and Rules. (d) the total List Price of Offsite Advertising Inventory provided by SINA to SINA Agent in any Agency Period shall not exceed the product of the total Advertising Revenue earned by Leju and its Affiliates from the sale of Advertising Inventory at Leju Channels (“Leju Channel Advertising Inventory”) and Offsite Advertising Inventory in such Agency Period (“Leju Advertising Gross Revenue”) multiplied by N and further multiplied by four (4) (“Offsite Inventory Cap”), of which N represents thirty-three percent (33%) for each of the first four Agency Periods, thirty percent (30%) for each of the 5th to 7th first two Agency Periods, and twenty-five percent (25%) for each of the 8th 3rd to 6th Agency Periods, and twenty percent (20%) for each of the 7th to 11th Agency Periods. (e) Within ten (10) days upon the end of a full quarter during any Agency Period, if SINA reasonably determines based on the information to its knowledge and/or provided by SINA Agent that the total List Price of Offsite Advertising Inventory actually sold by SINA Agent during such quarter has been equal to or more than the amount of Leju Advertising Gross Revenue multiplied by four (4) and further multiplied by sixty percent (60%), SINA has the discretion to give a writing notice to Leju (“Suspension Notice”), describing such circumstance and stating the decision of SINA to suspend providing Commercial Advertising Inventory to SINA Agent during the remainder of such Agency Period. Upon receipt of Suspension Notice, SINA Agent shall immediately terminate its sale of any Commercial Advertising Inventory; provided, however, that Suspension Notice will not have effect on such Commercial Advertising Inventory the offering of which has been completed or scheduled, and for which SINA Agent has entered into binding advertising agreement with the advertiser or its agent. When SINA Agent provides to SINA true information reasonably evidencing that the total List Price of Offsite Advertising Inventory actually sold by SINA Agent is less than the product of Leju Advertising Gross Revenue multiplied by four (4) and further multiplied by forty percent (40%), SINA shall restore its provision of Commercial Advertising Inventory to SINA Agent, upon which restoration the Suspension Notice given by SINA shall terminate automatically. (f) If the total List Price of any Offsite Advertising actually sold by SINA Agent by December 31 of any Agency Period fails to reach the Offsite Inventory Cap for such Agency Period, the shortfall amount shall be automatically reset to zero at 24:00 of such 31st of December and not be carried over into the next Agency Period. (g) Without prior written consent of SINA, SINA Agent may not sale Offsite Advertising Inventory, or use Offsite Advertising Inventory by way of advertising exchange with other Person, in connection with the offering of Non-Real Estate Advertising. (h) Nothing in this Agreement shall be construed in any way to restrict SINA or any of its Affiliates from directly selling or authorizing any Person to sell the Excluded Advertising Inventory for the offering of any kind of advertising (including Real Estate Advertising, Derivative Real Estate Advertising and Non-Real Estate Advertising). Notwithstanding anything to the contrary herein, SINA and any of its Affiliates shall have the right to directly sell or authorize any Person to sell the Offsite Advertising Inventory for the offering of Non-Real Estate Advertising and Derivative Real Estate Advertising subject to the SINA Approval Procedures and Rules.

Offsite Advertising Inventory Sale Agency. (a). (a) Pursuant to the terms and conditions of this Agreement, SINA shall, and shall procure any SINA Affiliate operating SINA Website to, authorize Leju and any Leju Wholly-owned Subsidiary designated in writing by Leju from time to time (collectively, the “SINA Agent”), as the sole and exclusive agent of SINA for the Real Estate Advertising during the term hereof, subject to the procedures set forth in Schedule C of the advertising guidelines and inventory release guidelines of SINA (“SINA Approval Procedures and Rules”), to sell Advertising Inventory on SINA Website (“Offsite Advertising Inventory”) in connection with offering of Real Estate Advertising; provided, however, that Offsite Advertising Inventory shall not include (x) any Advertising Inventory on Leju Channels, and (y) any search Advertising Inventory on SINA Website (the foregoing Advertising Inventory under (y), “Excluded Advertising Inventory”). For avoidance of any doubt, during the term of this Agreement, neither SINA nor any SINA Affiliate operating SINA Website may directly or authorize any Person other than SINA Agent to sell any Offsite Advertising Inventory in connection with the offering of Real Estate Advertising. SINA shall have the right to amend the SINA Approval Procedures and Rules from time to time, provided that such amendment shall also be applicable to any other major advertising agent of SINA. (b) The period commencing from the Effective Date and ending on the Expiration Date shall be divided into eleven (11) Agency Periods (“Agency Period”), of which the first Agency Period shall commence on the Effective Date and end on December 31, 2009; each of the second through the 10th Agency Period shall be equal to one calendar year (commencing on January 1 and ending on December 31 of such year) commencing on January 1, 2010; and the 11th Agency Period shall commence on January 1, 2019 and end on Expiration Date. (c) During each Agency Period, SINA shall provide to SINA Agent Offsite Advertising Inventory, the total List Price of which shall be the sum of: (i) the total List Price of Advertising Inventory at fixed locations provided by SINA to SINA Agent and marketable to end advertisers for one or more than one year (“Fixed Location Advertising Inventory”). The locations, numbers and List Price of the Fixed Location Advertising Inventory to be provided by SINA to SINA Agent are set forth in Schedule D (subject to adjustment pursuant to this Agreement). The total List Price of Fixed Location Advertising Inventory provided by SINA to SINA Agent during any Agency Period (“Fixed Location Advertising Annual Cap”) shall be equal to (a) the product of RMB nine hundred and eighty-two thousand (982,000) multiplied by the number of Business Days during such Agency Period, or (b) such amount as agreed upon by the Parties pursuant to Section 5.03 and/or Section 5.04(a)(ii); and (ii) the total List Price of Advertising Inventory offered by SINA to SINA Agent other than Fixed Location Advertising, including banner advertising, button advertising and text linkage (“Commercial Advertising Inventory”). The location and display period in connection with the offering of Commercial Advertising Inventory shall be determined and adjusted from time to time upon agreement of the Parties subject to the SINA Approval Procedures and Rules. (d) the total List Price of Offsite Advertising Inventory provided by SINA to SINA Agent in any Agency Period shall not exceed the product of the total Advertising Revenue earned by Leju and its Affiliates from the sale of Advertising Inventory at Leju Channels (“Leju Channel Advertising Inventory”) and Offsite Advertising Inventory in such Agency Period (“Leju Advertising Gross Revenue”) multiplied by N and further multiplied by four (4) (“Offsite Inventory Cap”), of which N represents thirty-three percent (33%) for each of the first four Agency Periods, thirty percent (30%) for each of the 5th to 7th Agency Periods, and twenty-five percent (25%) for each of the 8th to 11th Agency Periods. (e) Within ten (10) days upon the end of a full quarter during any Agency Period, if SINA reasonably determines based on the information to its knowledge and/or provided by SINA Agent that the total List Price of Offsite Advertising Inventory actually sold by SINA Agent during such quarter has been equal to or more than the amount of Leju Advertising Gross Revenue multiplied by four (4) and further multiplied by sixty percent (60%), SINA has the discretion to give a writing notice to Leju (“Suspension Notice”), describing such circumstance and stating the decision of SINA to suspend providing Commercial Advertising Inventory to SINA Agent during the remainder of such Agency Period. Upon receipt of Suspension Notice, SINA Agent shall immediately terminate its sale of any Commercial Advertising Inventory; provided, however, that Suspension Notice will not have effect on such Commercial Advertising Inventory the offering of which has been completed or scheduled, and for which SINA Agent has entered into binding advertising agreement with the advertiser or its agent. When SINA Agent provides to SINA true information reasonably evidencing that the total List Price of Offsite Advertising Inventory actually sold by SINA Agent is less than the product of Leju Advertising Gross Revenue multiplied by four (4) and further multiplied by forty percent (40%), SINA shall restore its provision of Commercial Advertising Inventory to SINA Agent, upon which restoration the Suspension Notice given by SINA shall terminate automatically. (f) If the total List Price of any Offsite Advertising actually sold by SINA Agent by December 31 of any Agency Period fails to reach the Offsite Inventory Cap for such Agency Period, the shortfall amount shall be automatically reset to zero at 24:00 of such 31st of December and not be carried over into the next Agency Period. (g) Without prior written consent of SINA, SINA Agent may not sale Offsite Advertising Inventory, or use Offsite Advertising Inventory by way of advertising exchange with other Person, in connection with the offering of Non-Real Estate Advertising. (h) Nothing in this Agreement shall be construed in any way to restrict SINA or any of its Affiliates from directly selling or authorizing any Person to sell the Excluded Advertising Inventory for the offering of any kind of advertising (including Real Estate Advertising, Derivative Real Estate Advertising and Non-Real Estate Advertising). Notwithstanding anything to the contrary herein, SINA and any of its Affiliates shall have the right to directly sell or authorize any Person to sell the Offsite Advertising Inventory for the offering of Non-Real Estate Advertising and Derivative Real Estate Advertising subject to the SINA Approval Procedures and Rules.