System program license contract

Signing time: __________

Signing location: __________

Contract number:

____________________the company,

___________ Technology Co., Ltd.

Whereas the Licensor and the Recipient have entered into a purchase contract with respect to the purchase of the ________ system by the Licensor; in view of the fact that certain computer software specified in this contract is used as part of or in conjunction with the __________ system provided by the Licensor under the purchase contract In the case of the licensor, the licensor shall use the software license; in view of the licensor's right to grant the license stipulated in this contract; the authorized representatives of both parties agree to sign this contract on the following terms through friendly negotiation.

First definition

1.1 “Purchase Contract” means the contract between the Licensor and the Recipient to accept the purchase of the ___________ system by the Licensor on __________________________

1.2 “Licensor” means _______ Technology Co., Ltd., or a legal representative or agent of the company.

1.3 “Recipient” means the __________ company, or the legal representative and agent of the company.

1.4 “System” means the ___________ system specified by the purchase contract and accepted by the licensor.

1.5 “Program” means the program that constitutes the _______ control system of the _______ system purchased by the recipient.

1.6 “Proprietary Information” means the files, data, and technical indicators provided by the Licensor in connection with the Program.

1.7 “Contract Effective Date” means the date on which both parties enter into this Agreement.

Second contract scope

2.1 Licensor grants the Recipient a license to use the __________ system program in accordance with the terms of this contract, and the Recipient agrees to accept the license in accordance with this contract. The programs licensed under this contract are as follows:

2.2 The Licensor grants the Recipient the right to use the Program, which is a non-transferable right.

2.3 Licensor is responsible for providing the recipient with the proprietary information of the program. The proprietary information includes the following items: a: User Guide; b: Operation Manual and Installation Guide.

Article 3 Contract Price

3.1 In accordance with the content and scope of Article 2, within ___ business days from the effective date of this contract, the recipient shall pay the licensor a prepayment of _____% of the contract price; the remaining _____% of the payment shall be received by the recipient. Pay in full within _____ business days after the licensor's commercial invoice.

3.2 The total amount of the contract is ______________ RMB.

Article 4 Payment Terms

4.1 The amount specified in Article 3 of this contract shall be paid by the acceptor's bank and account number ____ and the licensor's bank and account number _______.

4.2 According to the contract, after the __________ system has passed the acceptance test, the licensor shall immediately issue a commercial invoice and fax it to the recipient first. The recipient shall not pay within three working days after receiving the commercial invoice issued by the licensor. The contract amount is paid to the licensor.

Article 5 Improvement of Delivery of Proprietary Information

5.1 Licensor shall provide the recipient with the proprietary information within ____ days from the date of signing the contract in accordance with the provisions of Article 2 of this contract. Delivery method is postal express delivery or air express delivery. The destination is ________________________.

5.2 If the proprietary information provided by the Licensor is lost, damaged and/or incomplete, Licensor will re-send or reissue the Proprietary Information to the Recipient for free within ____ days of receipt of the written notice from the Recipient.

5.3 During the term of the contract, the licensor shall provide the recipient with updated programs and proprietary materials related to the program if it is improved or developed.

Article 6 Installation and Acceptance

6.1 Licensor shall assist the Recipient to complete the installation of the Program. If the Recipient requires the Licensor to send a technician to assist in the installation on site, Licensor shall provide this service; the Recipient shall be responsible for the round-trip transportation and accommodation expenses of the technical personnel assigned by the Licensor.

6.2 After the software is installed and operated, both parties shall check the operation according to the technical specifications specified in the manual. The recipient shall fax the signed certificate of conformity to the licensor.

Article 7 Use, copy, transfer and disclosure restrictions

7.1 The Recipient may only use the Program for the Licensor to provide the computer as part of the ________ system in accordance with the terms of the purchase contract; if the ___________ system computer fails to operate due to a malfunction, or is undergoing maintenance repairs, engineering design changes, special parts If the operation cannot be performed during the model transformation, the program can also be used on the recipient's standby computer until the __________ system control computer is repaired to the operational state. The recipient can only use the program for direct internal operations and must not use the program for others under any circumstances.

7.2 The Recipient shall not copy the Program or any part thereof, but the Recipient may only copy the Program for the purpose of backup, archiving and placing the Program in an appropriate execution condition. All permitted copies must be clearly marked with the same restrictions on the licensor's ownership or copyright as the program originally supplied to the recipient. Permitted copies should be kept in a safe manner.

7.3 The Recipient shall not sell, transfer or license the Program unless otherwise agreed in writing by Licensee.

7.4 The Recipient shall not disclose or otherwise provide the Program or any part thereof to third parties and the Recipient shall not be authorized to use the Program from any employee in the Business. The Recipient shall take all reasonable and necessary steps to ensure that the Program or any part thereof will not be disclosed or otherwise provided to any third party.

Article 8 Infringement and Guarantee

8.1 Licensor warrants that it has the right to grant the license granted in this contract. If a third party alleged infringement occurs during the execution of the contract, the licensor is responsible for negotiating with the third party and assumes all legal and economic liabilities arising therefrom. If it is determined to constitute infringement in litigation or arbitration, the use of the program is prohibited, and the Licensor may bear any of the following at its own expense:

a. Replace or modify the program so that it no longer constitutes infringement and essentially performs the same service with the same quality;

b. Return the recipient's usage fee after the program returns to the licensor, but deduct the depreciation charge from use, damage and obsolescence. Licensor shall not be exempt from other liability for damages after taking the above measures. However, Licensor is not responsible for any request for copyright infringement based on one of the following. a. The recipient modify the program by itself, or the program is not used in the specified work environment;

b. Use the program outside of the ____________ system.

8.2 Licensor guarantees that the use of the program in the specified operating environment is in accordance with the requirements of the second paragraph of the contract. Licensor does not guarantee uninterrupted or error-free operation of any program. The warranty period is ____ years from the date of system acceptance. Licensor warrants that any defective parts of the Program will be repaired, replaced and reinstalled free of charge during that period.

Article 9 Termination of the contract

9.1 Upon expiration of the contract, the Recipient may notify the Licensor in writing to terminate this contract and waive its obligations under the contract.

9.2 If either party breaches the terms of the contract and gives written notice and reasonable time to correct it, and the party still does not correct it, the other party has the right to terminate the contract.

9.3 If the terms of the contract are still valid by their nature after the termination of the contract, the licensor and the recipient shall still comply.

Article 10 Force Majeure

10.1 Any party to the contract will extend the time limit for the performance of the contract due to war, severe floods, fires, natural disasters such as typhoons and earthquakes, and other accidents that may be considered as force majeure. It is equivalent to the time affected by the accident.

10.2 The party affected by force majeure shall promptly notify the other party of the occurrence of the force majeure accident by telex or telegram, and submit the certificate file issued by the institution with the right to prove to the other party for confirmation within ____ days by airmail registration letter.

10.3 If the impact of the force majeure accident continues beyond ________ days, the parties to the contract shall resolve the implementation of the contract through friendly negotiation.

Article 11 Settlement of Disputes

11.1 The parties shall resolve all disputes arising out of or in connection with this contract through friendly negotiation.

11.2 If the parties cannot reach an agreement through negotiation, they shall submit to the _____ branch of the China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules currently in force at the time of applying for arbitration. The arbitral award is final and binding on both parties.

Article 12: Entry into force of the contract and other

12.1 This contract is signed by ________ on ________________________________________________________________________________________________________________ It will take effect from the date of signature.

12.2 The validity period of this contract shall be __________ years from the effective date of the contract.

12.3 In the execution of this contract, any changes, modifications, additions and deletions to its terms must be agreed upon by both parties and signed into a written file, which is an integral part of the contract and has the same effect as the contract.

12.4 This contract is made in two copies.

The legal address of the parties to the contract is as follows:

a.Recipient: _________________ b. Licensor: _______ Technology Co., Ltd.

Address: _________________ Address: ______________________

Phone: _________________ Phone: ____________

Fax: _________________ Fax: ___________

Recipient authorized to act on behalf of the licensor’s authorized representative