0001193125-05-140785 Sample Contracts

BAIDU.COM, INC. AND THE BANK OF NEW YORK as Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of , 2005
Deposit Agreement • July 12th, 2005 • Baidu.com, Inc. • New York

DEPOSIT AGREEMENT dated as of , 2005 among BAIDU.COM, INC., incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 12th, 2005 • Baidu.com, Inc. • New York

This Indemnification Agreement (the “Agreement”) is entered into as of , 200 by and between Baidu.com, Inc., a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).

BAIDU.COM, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 12th, 2005 • Baidu.com, Inc.

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), entered into as of , 2004 by and between Baidu.com, Inc., a limited company organized under the laws of the Cayman Islands (the “Company”) and (the “Executive”) (collectively, the “Parties”).

Operating Agreement
Operating Agreement • July 12th, 2005 • Baidu.com, Inc.

This Operating Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Beijing as of March 22, 2005:

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • July 12th, 2005 • Baidu.com, Inc.

This Trademark License Agreement (the “Agreement”) is entered into as of March 1, 2004 between the following two parties in Beijing.

BUSINESS COOPERATION AGREEMENT
Business Cooperation Agreement • July 12th, 2005 • Baidu.com, Inc.

This Business Cooperation Agreement (the “Agreement”) is entered into as of March 22, 2005 between the following two parties in Beijing:

EXCLUSIVE TECHNOLOGY CONSULTING SERVICES AGREEMENT
Exclusive Technology Consulting Services Agreement • July 12th, 2005 • Baidu.com, Inc.

This Exclusive Technology Consulting Services Agreement (hereinafter referred to as “this Agreement”) is entered into in Beijing on March 22, 2005 between the following two parties:

AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • July 12th, 2005 • Baidu.com, Inc.

This Amended and Restated Equity Pledge Agreement (hereinafter “this Agreement”) is entered into in Beijing on the day of March 22, 2005 by the following parties:

Web Layout Copyright License Agreement
Web Layout Copyright License Agreement • July 12th, 2005 • Baidu.com, Inc.

This Web Layout Copyright License Agreement (the “Agreement”) is entered into as of March 1, 2004 between the following two parties in Beijing.

SOFTWARE LICENSE AGREEMENT
Software License Agreement • July 12th, 2005 • Baidu.com, Inc.

This Software License Agreement (the “Agreement”) is entered into as of March 22, 2005 between the following two parties in Beijing:

AMENDED AND RESTATED OPTION AGREEMENT
Amended and Restated Option Agreement • July 12th, 2005 • Baidu.com, Inc.

This Amended and Restated Option Agreement (this “Agreement”) is entered into as of March 22, 2005 among the following Parties in Beijing:

DOMAIN NAME LICENSE AGREEMENT
Domain Name License Agreement • July 12th, 2005 • Baidu.com, Inc.

This Domain Name License Agreement (the “Agreement”) is entered into as of March 1, 2004 between the following two parties in Beijing.

BAIDU.COM, INC. SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • July 12th, 2005 • Baidu.com, Inc. • California

THIS SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2004 by and among Baidu.com, Inc., an exempted limited liability company organized under the laws of the Cayman Islands (the “Company”), Yanhong (Robin) Li and Yong (Eric) Xu (collectively, the “Founders” and each, a “Founder”), the investors in the Series A Shares (as defined below) and the investors in the Series B Shares (as defined below) as set forth on Exhibit A hereto (collectively, the “Prior Investors”) and the investors in the Series C Shares (as defined below) listed on Exhibit B hereto (the “Series C Investors”, collectively with the Prior Investors, the “Investors” and each, an “Investor”).

Proxy Agreement
Proxy Agreement • July 12th, 2005 • Baidu.com, Inc.

Baidu Online Network Technology (Beijing) Co., Ltd.: a wholly foreign-owned enterprise registered in Beijing under the laws of PRC (the “Company”)

Domain Names Transfer Agreement
Domain Names Transfer Agreement • July 12th, 2005 • Baidu.com, Inc.
AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • July 12th, 2005 • Baidu.com, Inc.

This Amended and Restated Loan Agreement (the “Agreement”) is entered into in Beijing as of March 22nd, 2005 by the following parties.

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