0000950123-19-008843 Sample Contracts

TRANSITIONAL SERVICES AGREEMENT Between NETEASE, INC. And YOUDAO, INC. Dated as of [●], 2019
Transitional Services Agreement • September 10th, 2019 • Youdao, Inc. • Services-educational services • New York

This Transitional Services Agreement (this “Agreement”) is dated as of [●], 2019, by and between, NetEase, Inc., a company incorporated under the laws of the Cayman Islands (“NetEase”), on behalf of itself and other members of the NetEase Group (as defined below), and Youdao, Inc., a company incorporated under the laws of the Cayman Islands (“Youdao”), on behalf of itself and other members of the Youdao Group (as defined below) (each of NetEase and Youdao a “Party” and, together, the “Parties”).

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INTELLECTUAL PROPERTY LICENSE AGREEMENT Between NETEASE, INC. And YOUDAO, INC. Dated as of [●], 2019
Intellectual Property License Agreement • September 10th, 2019 • Youdao, Inc. • Services-educational services • New York

This Intellectual Property License Agreement (this “Agreement”) is dated as of [●], 2019, by and between NetEase, Inc., a company incorporated under the laws of the Cayman Islands (“NetEase”), on behalf of itself and other members of the NetEase Group (as defined below), and Youdao, Inc., a company incorporated under the laws of the Cayman Islands (“Youdao”), on behalf of itself and other members of the Youdao Group (as defined below), (each of NetEase and Youdao a “Party” and, together, the “Parties”).

COOPERATION FRAMEWORK AGREEMENT Between NETEASE, INC. And YOUDAO, INC. Dated as of [●], 2019
Cooperation Framework Agreement • September 10th, 2019 • Youdao, Inc. • Services-educational services • New York

This Cooperation Framework Agreement (this “Agreement”) is dated as of [●], 2019, by and between NetEase, Inc., a company incorporated under the laws of the Cayman Islands (“NetEase”), on behalf of itself and other members of the NetEase Group (as defined below), and Youdao, Inc., a company incorporated under the laws of the Cayman Islands (“Youdao”), on behalf of itself and other members of the Youdao Group (as defined below) (each of NetEase and Youdao a “Party” and, together, the “Parties”).

NON-COMPETITION AGREEMENT Between NETEASE, INC. And YOUDAO, INC. Dated as of [●], 2019
Non-Competition Agreement • September 10th, 2019 • Youdao, Inc. • Services-educational services • New York

This Non-Competition Agreement (this “Agreement”) is dated as of [●], 2019, by and between NetEase, Inc., a company incorporated under the laws of the Cayman Islands (“NetEase”), on behalf of itself and other members of the NetEase Group (as defined below), and Youdao, Inc., a company incorporated under the laws of the Cayman Islands (“Youdao”), on behalf of itself and other members of the Youdao Group (as defined below) (each of NetEase and Youdao a “Party” and, together, the “Parties”).

MASTER TRANSACTION AGREEMENT Between NETEASE, INC. And YOUDAO, INC. Dated as of [●], 2019
Master Transaction Agreement • September 10th, 2019 • Youdao, Inc. • Services-educational services • New York

This Master Transaction Agreement (this “Agreement”) is dated as of [●], 2019, by and between NetEase, Inc., a company incorporated under the laws of the Cayman Islands (“NetEase”), on behalf of itself and other members of the NetEase Group (as defined below), and Youdao, Inc., a company incorporated under the laws of the Cayman Islands (“Youdao”), on behalf of itself and other members of the Youdao Group (as defined below), (each of NetEase and Youdao a “Party” and, together, the “Parties”).

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