This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 2007 by and between VanceInfo
, a Cayman Islands company (the “Company”) and the undersigned, a
director and/or officer of the Company (“Indemnitee”).
1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors
or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against
risks of claims and actions against them arising out of their services to the corporation.
2. The Board of Directors of the Company (the “Board”) has determined that the inability to attract and retain highly
competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is
reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions
against them arising out of their services to the corporation.
3. The Company is willing to indemnify Indemnitee to the fullest extent permitted by applicable law, and Indemnitee is
willing to serve and continue to serve the Company on the condition that he be so indemnified.
In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant
and agree as follows:
The following terms shall have the meanings defined below:
Expenses shall include damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements and
costs of attachment or similar bond, investigations, and any expenses paid or incurred in connection with investigating,
defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding.
Indemnifiable Event means any event or occurrence that takes place either before or after the execution of this Agreement,