Cooperation Agreement

No.：
This Agreement is made and entered into (date) of 201 by and between,
Party A: Shanghai Ctrip International Travel Service Co.,Ltd
Party B:
Party C: CTRIP.COM (HONG KONG) LIMITED

The agreement will be valid until______________.

This Agreement is executed on the basis of equal consultations and pursuant to the laws and
other applicable regulations of the People’s Republic of China and Party B’s country. All parties have
reviewed this Agreement in detail without any omission or misunderstanding.

This Agreement shall be in three counterparts and each party holds one, which are equally authentic.
This Agreement shall take effect upon the signature and the seal of all parties and shall supersede all
previous oral Agreements and writings among all parties related hereto.

Party A: Shanghai Ctrip International Travel Service Co.,Ltd

Representative :
Position :
Address : No.99 Fuquan Road, Changning District ,Shanghai City. PRC
Post code : 200093
Telephone : 021-34064880 Fax: (008621) 52184255
Email ：
Finance Representative :
Telephone :（008621）34064880* Fax: (008621)52184255
Account Bank Name : The industrial and commercial bank of China, caohejing hi-tech
park sub-branch
Account Number : 1001266309200070179
SWIFT CODE : ICBKCNBJSHI

Party B:

Representative :
Address :
Post code :
Telephone : Fax:
E-mail :
Finance Representative :
Telephone :
E-mail :
Account Bank Name :
Account Number :
Account Name :
Account Bank Address :
SWIFT Code :
Party C: CTRIP.COM (HONG KONG) LIMITED

Representative :
Address :
Post code :
Telephone : Fax:
E-mail :
Finance Representative :
Telephone : Fax:
Account Bank Name :
Account Number :
Account Name :
Account Bank Address :
SWIFT Code :

1 Cooperation Content
Party B offers Party A Tourism resource elements booking services, the service items should not limit
only to those elements already listed in this agreement, the later tourism resource elements which
confirmed or updated via amendment of both parties or emails between the employees of both parties
shall automatically apply to this agreement within the valid term of the agreement.

2 Cooperation Method
2.1 Travel reception Service
Party B agrees to treat the group travelers, individual travelers and customizable travelers introduced
by Party A, or provide services of reservation, arrangement and reception for those vacation
packages.

2.2 Travel Product Agent

Party B agrees that Party A is the sale agent of Party A for the Travel Product, and sale the Travel
Product by website or other sales channels of Party A and its affiliates as well as other third-party
platforms designated by Party A. Party B provides for Party A the vocation services included in the
Travel Product and the new travel projects and products jointly developed by the both parties; the both
parties mutually bargain on settlement price and market price, the difference between settlement price
and market price is the profits of Party A.

2.3 Overseas operation and maintenance

As Ctrip.com ‘s subordinate company, Party C is responsible for the operation and maintenance of
overseas tourism market, the procurement of tourism product and tourism resource elements and the
payment of collaboration costs. Party B agrees and accepts the authorization, Party A is deemed to
have fulfilled the payment obligations right upon Party C pays the costs to Party B. Party A settles with
Party C according to Party C’s service regularly.

3 Right and Obligation

3.1 Party A ensures that product and reservation process sold by Party B shall accord to the
information provided by Party B, and publicizes Travel Product accorded by both parties to the
guests, and explicitly shows reception service standard and relevant matters needing attention.
3.2 Party B ensures to provide travel products and service which is in business scope of Party B.
Travel products and service shall be adapted to laws. Party B and suppliers of Party B shall have
related qualification. Otherwise, all the legal consequences will be undertaken by Party B. And
Party B shall be liable for all the losses brought to Party A.
3.3 Party B guarantees to provide comprehensive, real, effective, legitimate travel products and
service to Party A.
3.4 Party B shall provide service strictly complying with the service standard of related industries and
contents both parties agree. In case of complaints and claims of some members of Party A, if
responsibility rests with Party A, Party A shall compensate to the tourist according to service
standards of travel quality compensation; if responsibility rests with Party B, Party B shall
compensate to the tourist according to service standards of travel quality compensation in two
days according to related laws, regulations and mutual coordination between both parties.
3.5 Party B shall acknowledge and accept that its products will be sold and corresponding services
will be provided through Ctrip website, or various marketing channels of Party A’s affiliated
companies, or other third-party platforms designated by Party A. The nationalities of the users
booking the products are unlimited. Considering the applicable law on user’s information
protection in different countries and regions is different, Party B shall promise that the way it
protect the information and data obtained from users’ order shall be no less than the level it
protects its own commercial confidential information, and shall not violate applicable laws or the
regulations of any countries and regions. Apart from such protection, Party B shall also promise
that no matter when, the notifications and messages sent by Party B directly to the users of Party
A or through Party A's platform (including but not limited to text messages, confirmation letters,
and so on) shall not contain any marketing content, or otherwise it will be deemed as default by
Party B. In case that Party A receives any complaint from Party A’s users, Party B shall bear all the
liabilities and related losses.
3.6 If products and service are updated, Party B shall inform Party A in advance or Party B will bear all
the consequences.
3.7 During the effective period of quotation of products and service, if the quotations adjusted, Party B
shall notify Party A in 30 days advance. If the adjusted price is lower than the original price,
settlement is accordant with the adjusted price; if the adjusted price is higher than the original
price, the final settlement is accordant with the mutual consent price by signing a supplemental
agreement. Party A shall terminate this Agreement on condition of no consent price is made. Any
aforementioned adjustments shall have no effect on the normal performance of the products that
have already been confirmed.
3.8 During the cooperation of both parties, if disputes between one party and clients are caused by the
mistake of the party, the party will be responsible for settling disputes and bearing all
responsibilities.
3.9 Party B shall not use SMS, email or any other way to introduce or induce Party A’s users，
bypassing Party A, to consume on its own or other third party’s platform.
3.10 If Party B provides Party A with tourism resource elements applied in catering services, if tourists
of Party A appear to be unwell including but not limited to diarrhea, vomit, food poisoning and
irritability when finishing meals in Party B, Party B shall take care of tourists properly. If necessary,
Party B shall send tourists to hospital promptly. If it causes a loss to Party A or tourists of Party A,
Party A have the right to require Party B to assume legal liability and to claim for all the losses of
Party A and Party A’s tourists according to relevant laws and regulations
3.11 Party B shall provide Party A with documented Essential Visitor Information, Safety Precautions,
Instruction of Playground Apparatus of all schedule-related scenic spots, and inform Party A to
disclosure the key content in booking information, or in Ctrip Travel Safety Manual that tourists can
read online or download.
3.12 Party B’s tour guides and other service staff shall express or give a warning on safety instructions
of tourist activities in schedule-related scenic spots to Party A’s customers in an ostensive way in
advance, including the user instruction of related facilities, necessary precaution and emergency
measures, business premises and facilities not yet open for tourists, particular populations that are
not suitable to participate in relevant activities, and other occasions that may do harm to tourists’
health or safety. If Party B or Party B’s ancillary service providers do not act in obedience to such
request, Party B shall bear all consequence of any possible accident.
3.13 Party B shall formulate complete safety management system and emergency processing plan.
Party B shall take relief measures and advance necessary treatment fees for tourists, in case of
any health or safety accident, Party B shall not only timely report Party A with details, but collect
and save relative evidences. If the accident is related with third party’s liability, Party B shall assist
tourists to claim the compensation.
3.14 If Party B provides Party A with high-risk travel items, including HIGH-ATITUDE items like
paraglide, fire balloon, dynamical umbrella; HIGH-SPEED items like skidding, skiing,
horse-ridding, go-kart, and large recreation facilities; WATER projects like swimming, surfing,
drifting, motorboat, yacht, water fly umbrella, water recreation facilities; UNDER-WATER projects
like snorkeling, shore diving, boat diving, deep diving. EXPEDITION projects like adventure
across High Mountain or deep valley, go ballistic, bungee jumping, and rock-climbing. Party B
shall provide related documents of high-risk items as per Party A’s requests. These documents
include but not limit to Item Description, Business License, Operation Permit, Safety Instructions,
Safety Control Procedure, Emergency Plan etc. Party B shall not recommends any high-risk item
to customers without Party A’s acknowledgement. Party B shall bear all the consequence for
healthy or security accidents of the tourists incurred by the high-risk travel items.
3.15 Party B guarantees to obtain the whole copyright of all the materials including but not limited to
pictures, cartons and videos provided to Party A without any violation of any third party’s legal right.
Meanwhile, Party B authorize Party A to use the aforementioned materials on Ctrip.com,
marketing channels of affiliated companies and other designated platforms for free. Once any
complaint, report, or lawsuit occurs to Party A or Party A’s affiliated companies, Party B shall
resolve the disputes actively in order to confirming no infringement and also render those
copyright and authorization documents as the evidences as Party A’s requirements. Party A has
the right to investigate the materials routinely. If the pictures or other materials are illegally
obtained or Party B renders the feigned authorization documents, Party B shall compensate Party
A the penalty for 3000RMB/picture(time). Party A has the right to terminate the agreement and
also demand Party B to undertake all the losses and damages except the penalty, including but
not limited to the fees and charges of forfeit, compensation, permission, investigation, business,
notarization, evaluation, lawsuit, lawyer and reconciliation.
3.16 The Service Standard Management Regulations for Part B can be checked on Part A’s Vbooking
system. Party B shall commit to provide corresponding products and services in accordance with
the service standards in the regulations. Part B confirm that Party A shall have the right to impose
the penalties on Party B for its breach of the clauses according to the Ctrip Platform Management
Regulations of Vendors and Ctrip Platform Penalty Clause of Vendors. And such penalty can be
deducted directly from Party B’s settlement.
4 Operation Procedures
4.1 Tourism resource elements tickets
1. Party B offers Party A the ticket price of tourism resource elements as follow: (Unit: )
Spot Name Spot Retail Price Ctrip Retail Price Ctrip Settlement Price

2. When Party B adjusts price or releases favorable price, Party B shall notify Party A and Party C in
writing within30 workdays in advance；If the price of Party B falls, then the agreed price given to Party
A and Party C shall decline in proportion, so that the sale price of Party A and Party C always keep
lower than retail price of Party B.

4.2 Ticket Sale

1. Party A attracts travelers for Party B and provides necessary promotion service for free, Party B is
liable for coordination.
2. When Party B is not available in receiving tourists or lack of tickets, Party B shall notify Party A in 15
days in advance in order that Party A could adjust reservation in time and explain to customers.
Otherwise, Party B shall explain to tourists and shall be responsible for all the losses of Party A and
Party A’s tourists.
3. Party B shall compensate Party A for double indemnity according to the market price in case that
Party’s tourists cannot enjoy tourism resource elements of Party B because of Party B’s mistakes
including but not limited to mal-operation of system and Party B’s lack of resource. If any extra loss is
generated between Party A and Party’s tourists, Party B shall assume all compensation liability. Part B
shall undertake the liabilities of compensation if Party A’s reputation is defamed or other losses are
caused by Party B. Party B shall assist the tourists in claiming the compensation from the third party in
the event that the liabilities is due to the third party.
4. Party B shall provide Party A with tourist’s security considerations and explain it specifically to
tourists including but not limited to the user instructions on related entertainment facilities and
particular populations that are not suitable to participate in relevant activities. Party B shall
compensate all losses of Party A and Party A’s tourists in case that Party B is against the stipulation.

4.3 Reservation Method

1. The operator of Party A will send the amount of ticket purchased to Party B by______
(vbooking/fax/others) within _____ days, Party B shall reply in written form within _____ hours when
Party B has processed the booking inquiry from Party A.
2. Party B shall guarantee the resource of orders booked _____days ago and booked before____ the
same day.

4.4 Tickets Collection

Cash Pay: Party A sends the reservation Number to the tourists after they book the tickets on website.
Tourists can purchase the tickets at Ctrip retail price spot as long as they provide the names/ID
card/message/others
Prepay: Party A sends the reservation Number to the tourists after they book the tickets and pay on
line. Tourists can collect the tickets at the spot as long as they provide the names/ID
card/message/others.

4.5 Sale Incentive

1. To encourage Party A positively sell tourism resource elements of Party B, Party B will separately
draw up incentive measures as following:
2. The incentive measures remain effective during cooperation of both parties.

5 Settlement
5.1 Quotation Settlement: ( )
5.2 Currency Settlement: ( )
5.3 Rate Settlement: ( )
Party B and Party C agreed on using bank of China online ______(beginning of month、day of
payment) rate
5.4 Settlement method: Party B and Party C adopt monthly payment settlement.
 Monthly:
Monthly, On 5th (date) of every month, Party B shall provide the actual tourists report. After the report
is confirmed, Party B shall remit before 20th of every month to Party C.
Party C shall only provide the invoice of service fees.
If the tourists report is not correct, Party B shall take all the liabilities. 2‰ overdue fine shall be applied
in the event of the Party B not remitting on time. Party C obtains the right to terminate the Agreement
once the overdue time is more than 15 days and claim the compensations from Party B.

5.5 Party B shall provide invoice to Party C, Party C pays business fund to Party B after receiving the
invoice otherwise Party C will remain the right not to pay business fund.

6 Confidentiality
6.1 Confidential Information in this Agreement means the non-disclosure information, including but not
limited to commercial programs, client lists, technology data, product designs, development plans,
staff lists, operation manuals, processing techniques, technology theories, invention and creation,
financial conditions and other materials agreed as confidential when delivered (hereinafter referred to
as “Confidential Information”)
6.2 As for the Confidential Information described herein, either party and its agents, representatives,
employees, directors, affiliates and subsidiaries shall: (1) protect the Confidential Information to the
extent that no less than protect the confidential information of its or their own (to such minimum extent
as to be reasonable); (2) require the personnel acquiring and knowing the Confidential Information to
maintain secrecy; (3) when necessary, use the Confidential Information in such manner as agreed by
both parties in writing.
6.3 All parties will be exempted from the confidential liabilities for the following information
A) Publicly acquired and known through legal channel;
B) Obtained from the third party without any violation of confidential liabilities;
C) Disclosed according to the requirements of laws or orders of the authorized government
departments in compliance with laws and regulations, or in accordance with legal procedure.
6.4 This Article of Confidentiality shall remain effective after the termination of this Agreement.

7 Force Majeure
If either party fails to fulfill this Agreement due to war, earthquake, lightning attack, flood, fire, act of
government or other events of force majeure, the fulfillment of this Agreement shall be postponed, and
neither party shall be responsible for the damages caused by the postponement. If the postponement
caused by a force majeure incident exceeds one month, either party may notify the other party to
immediately terminate this Agreement without assuming default liabilities in writing. After a force
majeure incident occurs, the party affected shall promptly notify the other party with facsimile or e-mail,
and shall provide the other party with all the relevant materials in the most prompt manner within three
days after the relevant authority issues certificates.

8 Intellectual Property
8.1 In the term of this Agreement, without either party’s prior written approval, the other party or its
affiliate or its employees shall not use the corporate name, trademark, domain name and website of
the party or its affiliate. In this case, the infringed has the right to terminate the Agreement immediately,
and the infringer bears all liabilities and shall compensate all damages to the infringed.
8.2 Either party or its affiliates or its employees in the Agreement warrant not to relegate or damage
the trademark, corporate name, domain name and anything else belonged to the other party or its
affiliate, and not to relegate, plagiarize, distort to the other parties’ internet page or website.
8.3 All Parties promise not to disclose to any non-signer of this Agreement (including but not limited to
enterprises, business organizations and agencies which have business competitive relation with the
other party hereof) any information or material relevant to the transaction, technology and anything
else of all parties during the term and after the termination or rescission of this Agreement. Otherwise,
the party shall undertake all corresponding liabilities and also compensate all losses arising therefrom.

9 Anti-commercial bribery
9.1 Either party warrants not to pay any commission, remuneration, brokerage, directly or indirectly
off-the-book to, or not to provide any presents or treatment to, or not to reach any arrangement
aforementioned with the employees, managers or staff of the other party or any third party, except for
the advertisement gifts of small amount accordant with business practice. (Ctrip reporting telephone：
8621-54261440, Ctrip reporting mail: jubao@ctrip.com).
9.2 If any party violates the provision of this term, it is deemed serious violation .The observant party
has the right to notify the default party to terminate the contract in writing, simultaneously remain the
right to take further legal measures, and the default party shall bear all the losses of the observant
party.

10 Miscellaneous
10.1 In the term of this Agreement，if either party alters or terminates this Agreement, the party shall
notify the other parties with written notice prior to one month, all parties may alter or terminate the
Agreement through amicably negotiation. If either party alters or terminates the Agreement without
approval of the other parties, the party shall compensate financial and reputation losses of the other
party.
10.2 All parties shall authorize the personnel taking the responsibilities for all matters and operation
process concerned in the Agreement. The faxes or emails among all parties have equally authentic as
the annex of the Agreement.
10.3 The agreement may be terminated immediately upon written notice by either party without any
extra penalty if the other party becomes insolvent or involved in a liquidation or termination of its
business, files a bankruptcy petition, has an involuntary bankruptcy petition filed against it, becomes
adjudicated bankrupt, or becomes involved in an assignment for a benefit of its creditors.
10.4 One month before expiry of this agreement, all parties has no objection, the validity of this
agreement shall extend one more year.
10.5 This Agreement shall be governed by the laws of the People’s Republic of China. Any disputes
arising from or in relation to this Agreement shall be resolved through amicable discussions of the two
parties. Either party may submit the dispute to the Changning District Court in Shanghai.
10.6 If This Agreement is drawn up in the English and Chinese languages. Both languages are equally
authentic. In the event of any discrepancy between the two versions, the Chinese version shall prevail.