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股权转让协议中英文版

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Equity Transfer Agreement (excerpt)

(2) The Indemnifying Party shall be entitled to employ counsel reasonably acceptable to the Indemnitee to assume and defend any such third party claim or demand asserted against the Indemnitee at its own expense; provided, however, that such counsel has no conflict of interest. The Indemnitee shall be entitled to participate in (but not control) the defense of any such claim or demand at its own expense. The Indemnifying Party shall

notify the Indemnitee in writing, as promptly as possible after the date of the notice of claim given by the Indemnitee to the Indemnifying Party under Section 8.5(1), of its election to defend in good faith any such third party claim or demand. The Indemnitee shall not settle compromise any such third party claim or demand without the consent of the Indemnifying Party (not to be unreasonably withheld) unless the judgment or proposed settlement by its terms (i) obligates the Indemnitee to pay the full amount of the liability in relation to such third party claim; (ii) releases the Indemnifying party completely in relation to such third party claim; (iii) does not impose an injunction or other equitable relief upon the Indemnifying Party; and (iv) dos not otherwise adversely affect the Indemnifying Party. The Indemnitee shall cooperate with and shall make available to the Indemnifying Party or its agents, all records and other material in the Indemnifies Party 's possession reasonably required by it for its use in contesting any third party claim or demand.

（2）补偿方有权聘请可被受补偿方合理接受的律师对第三方向受补偿方提出的索赔或要求进

行辩护，费用由补偿方承担；但是，该律师不得有利益冲突。受补偿方有权要求自费参加（但

不得控制）对该索赔或要求的辩护。在受补偿方按照第8.5 （1）条的规定向补偿方送达索

赔通知后，补偿方应尽早将其选择对第三方索赔或要求进行善意辩护的决定书面通知受补偿

方。未经补偿方同意（如无正当理由不得拒绝同意），受补偿方不得对该第三方索赔或要求

予以和解或妥协，除非判决或所提议的和解方案含有以下条款：（i）受补偿方承担支付该第

三方索赔的全部责任金额的义务；（ii）完全解除补偿方就该第三方索赔须承担的责任；（iii）没

有对补偿方采取禁令或其它衡平法上的救济措施；和（iv）没有在其它方面对补偿方产生不利

影响。受补偿方应与补偿方（或其代理人）合作，如果补偿方（或其代理人）为抗辩改第三

方索赔或要求而合理要求受补偿方提供其所掌控的全部相关文件和其它资料，受补偿方应该

提供此等文件和资料。

(3) In the event any Indemnitee should have a claim against any Indemnifying Party under

Section 6.1 or 6.2, that does not involve a third party allegation or claim being asserted

against or sought to be collected from such Indemnitee, the Indemnitee shall deliver notice of such claim with reasonable promptness to the Indemnifying Party; provided, however, that such notice shall not be effective unless its expressly specifies, or it is reasonable apparent from the document, that it is a notice for indemnification hereunder.

Subject to Section 6.5, the failure by any Indemnitee to so notify the Indemnifying Party shall not relieve the Indemnifying party from any liability that may have to such Indemnitee under Section 6.1 or 6.2, except to the extent that the Indemnifying Party demonstrates that it has been prejudiced by such failure. If the Indemnifying Party does not notify the Indemnitee within sixty (60) Business Days after its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnitee under