Common use of Party B’s Obligations Clause in Contracts

Party B’s Obligations. 4.3.1 Upon the effectiveness of this Agreement, Party B shall form a team composed of specialized personnel to carry out for the related work so as to ensure the smooth cooperation between the parties. 4.3.2 Party B shall not publish any contents other than search-related content in the Party A’s website column(s) that are made the subject matter of this cooperation agreement. 4.3.3 Party B will provide to Party A an account which will timely return the visiting traffic data and number of search data for Party A’s easy inquiry. At the same time, Party B ensures the completion, accuracy and truth of the visiting traffic data and number of search data. 4.3.4 Party B warrants the accuracy of the income data of Baidu’s promotion calculated by the statistic interface. In the event of loss of data or other issue on account of Party B, Party B shall compensate Party A in accordance with the actual situation. 4.3.5 Party B has the right to penalize any acts of Party A, in whatever form, carried out in contravention with Party B’s union cooperation policies. The penalties may include – the immediate suspension of Party A’s account, termination of this Agreement, and taking any applicable civil or criminal remedial actions against fraud and any other legal causes. Party B shall have the right to final interpretation of this provision. 4.3.6 Party B retains the right to adjust the public price of the service and the service content, including but not limited to adding or reducing the service items, and raising or lowering the prices. In the event that Party B wishes to carry on such adjustment, it shall notify Party A in writing two weeks in advance. If Party A objects to such adjustment, it has the right to notify Party B to terminate this Agreement in writing within 2 weeks upon receipt of the notification. . Failure to exercise such termination right is deemed that Party A agrees the adjustment of Party B. 4.3.7 Party B warrants that it legally owns or otherwise holds a valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party B’s technology or intellectual property shall be handled by Party B; any losses and costs of Party A resulting from the deficiency of Party B’s services or products shall be borne by Party B. 4.3.8 With respect to the cooperation hereof, Party B has the discretion to assign to its affiliates all or part of its obligations hereunder without breaching this agreement. Party B’s affiliates mean Party B’s parent companies at different levels as well as the companies, owned or controlled, directly or indirectly, by the Party B’s parent companies at different levels.

Party B’s Obligations. 4.3.1 Upon 6.2.1 Party B shall ensure that its qualification to manage the effectiveness Alternative Investment remains current and valid during the term of this Agreement. It shall honestly, Party B carefully and diligently manage the Entrusted Assets and shall form a team composed ensure that Entrusted Assets of specialized personnel to carry out for the related work so as to ensure the smooth cooperation between the parties. 4.3.2 Party B shall not publish any contents other than search-related content in the Party A’s website column(s) that are made the subject matter of this cooperation agreement. 4.3.3 Party B will provide to Party A an account which will timely return the visiting traffic data comply with laws, administrative regulations and number of search data for Party A’s easy inquiry. At the same time, Party B ensures the completion, accuracy and truth of the visiting traffic data and number of search data. 4.3.4 Party B warrants the accuracy of the income data of Baidu’s promotion calculated by the statistic interfacerelevant CIRC rules. In the event of loss of data or other issue on account of any legal risks with respect to non-compliance with laws, administrative regulations and relevant CIRC rules due to Party B’s intention or gross negligence, Party B shall take all measures to resolve such issues. If, as a result, there is any adverse effect caused to Party A, including suffering any economic losses or causing any administrative penalties and civil actions, Party B shall be responsible to compensate any direct losses suffered by Party A; 6.2.2 Party B shall, in accordance with laws, regulations, regulatory requirements, this Agreement, Investment Guideline and Party A’s written instructions, conduct Entrusted Investment Management and respond effectively to Party A Notices and Party A Reminders in a timely fashion and take necessary actions to implement such notices and reminders. Party B shall take full consideration of the effect of tax when making an investment decision and shall fully assess the tax costs and tax risks when operating investment business. According to current tax laws and regulations, tax payment obligations (and withholding obligations) of the two parties arising hereunder shall be borne respectively by each party; 6.2.3 Party B shall periodically provide to Party A the forecast of needs for fund expenses of Entrusted Assets and information that may be subject to significant change and shall communicate with Party A in a timely manner. With respect to relatively large-scale needs for fund expenses, Party B shall consult and notify Party A in advance and shall actively cooperate with Party A with respect to fund planning and cash flow management. 6.2.4 Party B shall, in accordance with this Agreement and the actual situation.Investment Guideline, perform obligations such as special management, accounting responsibility, report obligation, risk control, file management, system management and other service obligations; 4.3.5 6.2.5 Party B has shall actively assist and cooperate with Party A when Party A entrusts the right independent custody of Entrusted Assets to penalize any acts of Party A, in whatever form, carried out in contravention with third party. Both parties shall enter into written agreement additionally to provide for such matters as Party B’s union cooperation policies. The penalties may include – obligations and work process in regard to the immediate suspension custody of assets; 6.2.6 It shall cooperate with outside auditor consented to by Party A in the audit of Entrusted Assets; 6.2.7 It shall initiatively assist in the implementation of Party A’s accountinvestment management system and financial system, termination provide relevant data required by such implementation; 6.2.8 It shall cooperate with Party A in the inspection of this AgreementEntrusted Assets, and taking within a reasonable period, provide provisional data and material required by regulatory authorities and management of Party A; 6.2.9 It shall notify Party A promptly of any applicable civil loss on Entrusted Assets or criminal remedial actions against fraud funds of Party A as a result of operating risk of other party to the transaction, and any shall have the right of recourse in the name of Party A or Party A’s investment manager in accordance with Party A’s authorization; 6.2.10 According to Basic Regulations on Corporate Internal Control (and the complementary Implementation Guidelines for Corporate Internal Control), Evaluation Guidelines for Corporate Internal Control and Audit Guidelines for Corporate Internal Control jointly issued by the Ministry of Finance, the China Securities Regulatory Commission (CSRC) and other legal causesregulatory authorities, and the United States Sarbanes Oxley Act, as a company controlled by Party A, Party B is obliged to conduct the evaluation of internal control and internal audit accepting external auditors. Party B shall have be subject to the right quality inspection of the annual internal control self evaluation by Party A, and report the results of such evaluation as requested by Party A; 6.2.11 Party B shall return the project investment fund and investment gains to final interpretation of this provisionaccount(s) designated by Party A within two (2) business days following exit from investment projects. 4.3.6 6.2.12 Party B retains the right to adjust the public price of the service and the service content, including but not limited to adding or reducing the service items, and raising or lowering the prices. In the event that Party B wishes to carry on such adjustment, it shall notify share with Party A in writing two weeks in advance. If Party A objects to such adjustment, it has the right to notify Party B to terminate this Agreement in writing within 2 weeks upon receipt of the notification. . Failure to exercise such termination right is deemed that Party A agrees the adjustment of Party B. 4.3.7 Party B warrants that it legally owns or otherwise holds a valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party B’s technology or intellectual property shall be handled by Party B; any losses outside research sources and costs of Party A resulting from the deficiency of Party B’s services or products shall be borne by Party B. 4.3.8 With communication opportunities with respect to the cooperation hereof, Party B has the discretion to assign to its affiliates all or part of its Entrusted Assets; 6.2.13 Such other obligations hereunder without breaching this agreement. Party B’s affiliates mean Party B’s parent companies at different levels as well provided herein; and 6.2.14 Such other obligations as the companies, owned or controlled, directly or indirectly, provided by the Party B’s parent companies at different levelslaws and regulations.

Party B’s Obligations. 4.3.1 Upon 6.2.1 Party B shall ensure that its qualification to manage the effectiveness Alternative Investment remains current and valid during the term of this Agreement. It shall honestly, Party B carefully and diligently manage the entrusted assets and shall form a team composed ensure that entrusted assets of specialized personnel to carry out for the related work so as to ensure the smooth cooperation between the parties. 4.3.2 Party B shall not publish any contents other than search-related content in the Party A’s website column(s) that are made the subject matter of this cooperation agreement. 4.3.3 Party B will provide to Party A an account which will timely return the visiting traffic data comply with laws, administrative regulations and number of search data for Party A’s easy inquiry. At the same time, Party B ensures the completion, accuracy and truth of the visiting traffic data and number of search data. 4.3.4 Party B warrants the accuracy of the income data of Baidu’s promotion calculated by the statistic interfacerelevant CBIRC rules. In the event of loss of data or other issue on account of any legal risks with respect to non-compliance with laws, administrative regulations and relevant CBIRC rules due to Party B’s intention or gross negligence, Party B shall take all measures to resolve such issues. If, as a result, there is any adverse effect caused to Party A, including suffering any economic losses or causing any administrative penalties and civil actions, Party B shall be responsible to compensate any direct losses suffered by Party A; 6.2.2 Party B shall, in accordance with laws, regulations, regulatory requirements, this Agreement, Investment Guideline and Party A’s written instructions, conduct Entrusted Investment Management and respond effectively to Party A Notices and Party A Reminders in a timely fashion and take necessary actions to implement such notices and reminders. Party B shall take full consideration of the effect of tax when making an investment decision and shall fully assess the tax costs and tax risks when operating investment business. According to current tax laws and regulations, tax payment obligations (and withholding obligations) of the two parties arising hereunder shall be borne respectively by each Party; 6.2.3 Party B shall periodically provide to Party A the forecast of needs for fund expenses of entrusted assets and information that may be subject to significant change and shall communicate with Party A in a timely manner. With respect to relatively large-scale needs for fund expenses, Party B shall consult and notify Party A in advance and shall actively cooperate with Party A with respect to fund planning and cash flow management. 6.2.4 Party B shall, in accordance with this Agreement and the actual situation.Investment Guideline, perform obligations such as special management, accounting responsibility, report obligation, risk control, file management, system management and other service obligations; 4.3.5 6.2.5 Party B has shall actively assist and cooperate with Party A when Party A entrusts the right independent custody of entrusted assets to penalize any acts of Party A, in whatever form, carried out in contravention with third party. Both parties shall enter into written agreement additionally to provide for such matters as Party B’s union cooperation policies. The penalties may include – obligations and work process in regard to the immediate suspension custody of assets; 6.2.6 It shall cooperate with outside auditor consented to by Party A in the audit of entrusted assets; 6.2.7 It shall initiatively assist in the implementation of Party A’s accountinvestment management system and financial system, termination provide relevant data required by such implementation; 6.2.8 It shall cooperate with Party A in the inspection of this Agreemententrusted assets, and taking within a reasonable period, provide provisional data and material required by regulatory authorities and management of Party A; 6.2.9 It shall notify Party A promptly of any applicable civil loss on entrusted assets or criminal remedial actions against fraud funds of Party A as a result of operating risk of other party to the transaction, and any shall have the right of recourse in the name of Party A or Party A’s investment manager in accordance with Party A’s authorization; 6.2.10 According to Basic Regulations on Corporate Internal Control (and the complementary Implementation Guidelines for Corporate Internal Control), Evaluation Guidelines for Corporate Internal Control and Audit Guidelines for Corporate Internal Control jointly issued by the Ministry of Finance, the China Securities Regulatory Commission (CSRC) and other legal causesregulatory authorities, and the United States Sarbanes Oxley Act, as a company controlled by Party A, Party B is obliged to conduct the evaluation of internal control and internal audit accepting external auditors. Party B shall have be subject to the right to final interpretation quality inspection of this provision.the annual internal control self evaluation by Party A, and report the results of such evaluation as requested by Party A; 4.3.6 6.2.11 Party B retains shall return the right project investment fund and investment gains to adjust account(s) designated by Party A within two (2) business days following exit from investment projects; 6.2.12 Party B shall share with Party A the public price of the service outside research sources and the service content, including but not limited communication opportunities with respect to adding or reducing the service itemsentrusted assets, and raising regularly provide Party A with training opportunities in relation to Alternative Investments either in China or lowering abroad; 6.2.13 Party B shall be solely responsible for the pricesEntrusted Investment Management hereunder. In the event that Party B wishes to carry on such adjustment, it shall notify Party A case of designation as described in writing two weeks in advance. If Party A objects to such adjustment, it has the right to notify Party B to terminate this Agreement in writing within 2 weeks upon receipt of the notification. . Failure to exercise such termination right is deemed that Party A agrees the adjustment of Party B. 4.3.7 Party B warrants that it legally owns or otherwise holds a valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party B’s technology or intellectual property shall be handled by Party B; any losses and costs of Party A resulting from the deficiency of Party B’s services or products shall be borne by Party B. 4.3.8 With respect to the cooperation hereofSection 6.1.5, Party B has shall and hereby warrants it will cause its Subsidiary to perform specific entrustment management matters according to the discretion to assign to its affiliates all or part of its terms and conditions agreed herein; 6.2.14 Such other obligations hereunder without breaching this agreement. Party B’s affiliates mean Party B’s parent companies at different levels as well provided herein; and 6.2.15 Such other obligations as the companies, owned or controlled, directly or indirectly, provided by the Party B’s parent companies at different levelslaws and regulations.

Party B’s Obligations. 4.3.1 Upon (1) Party B shall pay the effectiveness rent, lease deposit and other related expenses on time pursuant to the provisions of this Agreementthe Lease. (2) The renovation within the Premises shall be carried out by Party B. During the renovation and use of the Premises, except with the consents of the fire bureau and Party A, Party B shall form a team composed not make any modification, variation, dismantling or adjustment to the main structures of specialized personnel the Premises (including all smoke sensors and sprinkler heads already installed). (3) Party B shall make reasonable use of the Premises and keep the Premises tidy pursuant to carry out the provisions of the Lease. (4) Party B shall be responsible for the related work so as obtaining all permits, approvals and licenses required by laws, regulations and rules of relevant government authorities to ensure the smooth cooperation between the partieslegitimacy of its business operations. Party B shall be solely responsible for all its operations, claims and debts. 4.3.2 (5) In its business activities, Party B shall not publish declare or make clients wrongly think that there exists any contents other than searchcooperation, joint venture, partnership, affiliation or related-related content in the Party A’s website column(s) that are made the subject matter of this cooperation agreement. 4.3.3 party relationship between Party B will provide to and Party A an account which will timely return A. (6) Without the visiting traffic data consents of property management company and number of search data for Party A’s easy inquiry. At the same time, Party B ensures the completion, accuracy and truth of the visiting traffic data and number of search data. 4.3.4 Party B warrants the accuracy of the income data of Baidu’s promotion calculated by the statistic interface. In the event of loss of data or other issue on account of Party Bcity appearance management authority, Party B shall compensate not set any advertising, logo, poster or other information on the Premises and Party A in accordance B shall bear all legal consequences if it sets any advertising without permission. (7) Party B shall comply with the actual situationproperty management pact as well as all the administrative regulations established and modified from time to time by the property management company. 4.3.5 (8) Party B has shall be solely responsible for any taxes and fees incurred in connection with its registration, tax registration, relocation and other behaviors. (9) Throughout the right lease term, Party B shall not sub-let or sub-lend the Premises to penalize any acts of Party A, in whatever form, carried out in contravention with Party B’s union cooperation policies. The penalties may include – the immediate suspension of third party without Party A’s accountwritten consent. (10) Within the valid term of the Lease, termination of this AgreementParty B declares to waive its preemptive right to purchase the Premises. (11) Within the lease term, Party B shall procure the full property insurance for the Premises and taking any applicable civil or criminal remedial actions against fraud and any other legal causesshall be held liable for the property loss beyond insurance compensation. Party B shall be fully liable for the fire, flood and various personal injuries and losses within the Premises arising for any reason attributable to Party B. (12) Within two months after Party B confirms that it will not renew the lease (or intends to renew the lease, but both parties do not sign a formal contract with respect to lease renewal), Party A shall have the right to final interpretation of this provisionshow the third-party client around the Premises at the time agreed by both parties. 4.3.6 Party B retains the right to adjust the public price of the service and the service content, including but not limited to adding or reducing the service items, and raising or lowering the prices. In the event that Party B wishes to carry on such adjustment, it shall notify Party A in writing two weeks in advance. If Party A objects to such adjustment, it has the right to notify Party B to terminate this Agreement in writing within 2 weeks upon receipt of the notification. . Failure to exercise such termination right is deemed that Party A agrees the adjustment of Party B. 4.3.7 Party B warrants that it legally owns or otherwise holds a valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party B’s technology or intellectual property shall be handled by Party B; any losses and costs of Party A resulting from the deficiency of Party B’s services or products shall be borne by Party B. 4.3.8 With respect to the cooperation hereof, Party B has the discretion to assign to its affiliates all or part of its obligations hereunder without breaching this agreement. Party B’s affiliates mean Party B’s parent companies at different levels as well as the companies, owned or controlled, directly or indirectly, by the Party B’s parent companies at different levels.

Party B’s Obligations. 4.3.1 Upon 6.2.1 Party B shall ensure that its qualification to manage the effectiveness Alternative Investment remains current and valid during the term of this Agreement. It shall honestly, Party B carefully and diligently manage the Entrusted Assets and shall form a team composed ensure that Entrusted Assets of specialized personnel to carry out for the related work so as to ensure the smooth cooperation between the parties. 4.3.2 Party B shall not publish any contents other than search-related content in the Party A’s website column(s) that are made the subject matter of this cooperation agreement. 4.3.3 Party B will provide to Party A an account which will timely return the visiting traffic data comply with laws, administrative regulations and number of search data for Party A’s easy inquiry. At the same time, Party B ensures the completion, accuracy and truth of the visiting traffic data and number of search data. 4.3.4 Party B warrants the accuracy of the income data of Baidu’s promotion calculated by the statistic interfacerelevant CIRC rules. In the event of loss of data or other issue on account of any legal risks with respect to non-compliance with laws, administrative regulations and relevant CIRC rules due to Party B’s intention or gross negligence, Party B shall take all measures to resolve such issues. If, as a result, there is any adverse affect caused to Party A, including suffering any economic losses or causing any administrative penalties and civil actions, Party B shall be responsible to compensate any direct losses suffered by Party A; 6.2.2 Party B shall, in accordance with laws, regulations, regulatory requirements, this Agreement, Investment Guideline and Party A’s written instructions, conduct Entrusted Investment Management and respond effectively to Party A Notices and Party A Reminders in a timely fashion and take necessary actions to implement such notices and reminders. Party B shall take full consideration of the effect of tax when making an investment decision and shall fully assess the tax costs and tax risks when operating investment business; 6.2.3 Party B shall periodically provide to Party A the forecast of needs for fund expenses of Entrusted Assets and information that may be subject to significant change and shall communicate with Party A in a timely manner. With respect to relatively large-scale needs for fund expenses, Party B shall consult and notify Party A in advance and shall actively cooperate with Party A with respect to fund planning and cash flow management. 6.2.4 Party B shall, in accordance with this Agreement and the actual situation.Investment Guideline, perform obligations such as special management, accounting responsibility, report obligation, risk control, file management, system management and other service obligations; 4.3.5 6.2.5 Party B has shall actively assist and cooperate with Party A when Party A entrusts the right independent custody of Entrusted Assets to penalize any acts of Party A, in whatever form, carried out in contravention with third party. Both parties shall enter into written agreement additionally to provide for such matters as Party B’s union cooperation policies. The penalties may include – obligations and work process in regard to the immediate suspension custody of assets; 6.2.6 It shall cooperate with outside auditor consented to by Party A in the audit of Entrusted Assets; 6.2.7 It shall initiatively assist in the implementation of Party A’s accountinvestment management system and financial system, termination provide relevant data required by such implementation; 6.2.8 It shall cooperate with Party A in the inspection of this AgreementEntrusted Assets, and taking within a reasonable period, provide provisional data and material required by regulatory authorities and management of Party A; 6.2.9 It shall notify Party A promptly of any applicable civil loss on Entrusted Assets or criminal remedial actions against fraud funds of Party A as a result of operating risk of other party to the transaction, and any shall have the right of recourse in the name of Party A or Party A’s investment manager in accordance with Party A’s authorization; 6.2.10 According to Basic Regulations on Corporate Internal Control (and the complementary Implementation Guidelines for Corporate Internal Control), Evaluation Guidelines for Corporate Internal Control and Audit Guidelines for Corporate Internal Control jointly issued by the Ministry of Finance, the China Securities Regulatory Commission (CSRC) and other legal causesregulatory authorities, and the United States Sarbanes Oxley Act, as a company controlled by Party A, Party B is obliged to conduct the evaluation of internal control and internal audit accepting external auditors. Party B shall have be subject to the right quality inspection of the annual internal control self evaluation by Party A, and report the results of such evaluation as requested by Party A; 6.2.11 Party B shall return the project investment fund and investment gains to final interpretation of this provisionaccount(s) designated by Party A within two (2) business days following exit from investment projects. 4.3.6 6.2.12 Party B retains the right to adjust the public price of the service and the service content, including but not limited to adding or reducing the service items, and raising or lowering the prices. In the event that Party B wishes to carry on such adjustment, it shall notify share with Party A in writing two weeks in advance. If Party A objects to such adjustment, it has the right to notify Party B to terminate this Agreement in writing within 2 weeks upon receipt of the notification. . Failure to exercise such termination right is deemed that Party A agrees the adjustment of Party B. 4.3.7 Party B warrants that it legally owns or otherwise holds a valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party B’s technology or intellectual property shall be handled by Party B; any losses outside research sources and costs of Party A resulting from the deficiency of Party B’s services or products shall be borne by Party B. 4.3.8 With communication opportunities with respect to the cooperation hereof, Party B has the discretion to assign to its affiliates all or part of its Entrusted Assets; 6.2.13 Such other obligations hereunder without breaching this agreement. Party B’s affiliates mean Party B’s parent companies at different levels as well provided herein; and 6.2.14 Such other obligations as the companies, owned or controlled, directly or indirectly, provided by the Party B’s parent companies at different levelslaws and regulations.