Transitional_Service_Agreement过渡服务协议模板-中英文

TRANSITION SERVICES AGREEMENT

This Transition Services Agreement (the "Services Agreement") is made as of this [●] day of [●], 2014 by and between (i) Cloudary Corporation, a company duly incorporated and validly existing under the laws of the Cayman Islands, whose registered office is at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (the "Cloudary"), and (ii) Shanda Games Limited, a company limited by shares duly incorporated and validly existing under the laws of the Cayman Islands, whose registered office is at [●] ("Shanda"). Each of Cloudary and Shanda is sometimes referred to herein as a "Party" and collectively, as the "Parties."

W I T N E S S E T H:

WHEREAS, Shanda agrees to provide to Cloudary and Group Companies, as applicable, certain operational, technical and other support services on the terms set forth in this Services Agreement and the Schedules hereto;

NOW, THEREFORE, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1Definitions. Unless the context otherwise requires, the following terms, and their singular or plural, used in this Services Agreement shall have the meanings set forth below:

(a)"Affiliate" means any other person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, including without limitation any investment funds managed by such person or such other person that, directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such person.

(b)"Confidential Information" shall have the meaning set forth in Section 7.1 of this Services Agreement.

(c)"Group Company" means each of Cloudary, its Offshore Entities (as listed on Schedule B) and the PRC Entities (as listed in Schedule C), together with their respective Subsidiaries;

(d)"Services" shall have the meaning set forth in Section 2.1 of this Services Agreement.

(e)"Shanda Entities" means, collectively, Shanda and its Affiliates that are providing services to Cloudary and Group Companies, which is listed out in Schedule A hereto.

(f)"Subsidiary" shall have the same meaning in this Services Agreement as their respective definitions in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

(g)"Term" shall have the meaning set forth in Section 4.1.

Other terms are used as defined elsewhere herein.

ARTICLE 2

SERVICES PROVIDED

2.1Services. Pursuant to the terms of this Services Agreement, Shanda agrees to provide, or cause the Shanda Entities to provide, to Cloudary or each such Group Company as designated by Cloudary, the services described in Schedule A to this Services Agreement (the "Services").

ARTICLE 3

COMPENSATION

3.1Compensation for Services. The Parties hereby agree that Shanda shall provide the Services free of charge for the duration of the Term.

ARTICLE 4

TERM AND TERMINATION

4.1Term. Except as expressly provided otherwise in this Services Agreement, or with respect to specific services as indicated on the Schedule A hereto, the term of this Services Agreement shall be for a period commencing on [-], 2014 and ending on December 31, 2015 (the "Term").

4.2Termination of Agreement. This Services Agreement shall terminate on the last day of the Term unless otherwise agreed by the Parties.

ARTICLE 5

CERTAIN COVENANTS

5.1Reasonable Care. Shanda shall, and shall procure each Shanda Entity to, perform the Services indicated on the Schedule A hereto that it is required to provide to Cloudary or Group Companies under this Services Agreement with reasonable skill and care. Shanda shall, and shall procure each Shanda Entity to, take commercially reasonable measures to protect the Group Companies' data that is processed by such Shanda Entity from destruction, deletion or unauthorized change and allow its recovery in events of Force Majeure.