Computer software license contract

Licensor: ____________ Postal Code: ____________

Legal representative: ____________ Position: ____________

Address: ____________ Postal Code: ____________ Phone: ____________

Licensee: ________________

Legal representative: ____________ Position: ____________

Address: ____________ Postal Code: ____________ Phone: ____________

The above-mentioned parties have agreed to sign this Agreement, as evidenced by this.

Whereas the Licensor develops and owns a computer system named “____”, an integrated database office management and financial control system ownership, and in view of the licensee’s desire to obtain the above system and use it at its headquarters, the Licensor is willing to Licensee provides the above system and issues a license to use it. Therefore, the two sides agreed to sign the agreement, the provisions of the agreement are as follows:

First definition

All relevant terms in this Agreement are defined as follows:

1. "Agreement" means this Agreement and all subsidiary files and all amendments signed in accordance with this Agreement.

2. "CPU" means a central processing unit.

3. "Computer Program" means any source or object code command that controls the operation of the CPU.

4. "Designated CPU" means a computer installed in the Licensee's office and its upgraded machine.

5. "Licensed Program" means a License Information Processing Program executable on a designated CPU. It consists of a number of modules in the licensor's ____ computer software system, which is listed in Attachment File 1, which is attached to this Agreement. And as part of it, all further explanations are defined in Attachment File 1.

6. "License Material" means any material relating to the Licensed Program that is licensed by the Licensor and licensed to Licensee for use with the Licensed Program, including those specified in Attached File I and in writing. The other files are input form, user manual, interface format and input/output format. The above materials are used as confidential content or exclusive rights of the licensor and are delivered to the licensee.

7. "License Software" means the license program and license materials.

8. “Authorized Person” means the employee of Licensee and the other party who works indirectly or indirectly with Licensee to work for Licensee, and other parties include, but are not limited to, Licensor and Designated CPU The seller or the CPU seller of the licensee may be re-designated by the licensee in accordance with this Agreement.

9. "Improvement" means any revision, refinement or modification of the Licensed Software, or any work performed to increase the scope of use, functionality or other useful features of the Software.

Article 2 grants permission to use

1. Subject to the terms and conditions of this Agreement, Licensor agrees to grant, Licensee agrees to accept a non-transferable, non-exclusive license to use the Licensed Software on the designated CPU, the use of which is limited to Licensee Internal use and information services for its subsidiaries or affiliates. Any third party other than the above shall not be entitled to use the Licensed Software or any part thereof. No one has the right to sell, rent, transfer or otherwise transfer or otherwise use the Licensed Software or any part of it to others.

2. The restrictions in Article 2 of this Agreement shall apply to any software system in which the Licensed Software is a part of it, unless the Licensor and Licensee have otherwise entered into a written agreement.

3. Each CPU that will use the license software requires a separate license to be used as a supplement to this Agreement. When the designated CPU is inoperable or cannot be used for any reason, the license of the designated CPU obtained by Licensee in accordance with this Agreement or the supplementary license of any CPU obtained under the Supplemental Agreement may be transferred to a backup CPU. , but the licensee must do its utmost to overcome this situation as quickly as possible.

4. Licensee may, in advance, obtain written approval from Licensor to reassign another CPU to the Licensed Software, for which Licensor may not refuse without cause. Re-specify the CPU without additional charges.

Article 3 Services provided by the licensor

1. Licensed program and license information.

Licensor will provide Licensee with one license program in both source code and object code, and provide not less than two license materials.

2. Installation, primary training and adjustment

Licensor shall provide installation and primary training to Licensee in accordance with Subsidiary Archives II and, if necessary, Initial Adjustment Services, which shall be attached to and part of this Agreement. For this purpose, Licensee shall provide Licensor with reasonable time to use the designated CPU during normal business hours.

3. Additional training

Except for the maximum training time specified in Section B of Subsidiary Archives, if Licensee submits additional training requirements to Licensor in writing, Licensor shall use its best efforts to provide such training services in a timely manner, as requested by Licensee. The training venue can be located at the location of the designated CPU or other suitable location acceptable to both parties.

4. Delivery

After the entry into force of this Agreement, both parties shall consult on the provision of the license software and license materials as specified above, as well as the various services provided by the Licensor, and make arrangements that are mutually agreed by both parties.

5. Other advisory services

A In addition to the training services specified in paragraph 3, paragraph 2, paragraph 3, and subsidiary file 2 above, the licensor shall also provide the licensee with advice on the licensing software, in accordance with the written request of the licensee. service.

B. Before beginning to provide any additional services, Licensor shall work with Licensee to develop an additional License Software Adjustment List that satisfies the License Software Requirements and other special service requirements.

C Licensee shall indicate the priority of these additional services and when to use them.

D Thereafter, Licensor shall report to Licensee the fees for the above services and estimate the total expenses based on these charges, and it shall also confirm whether the above schedule is acceptable.

E The Licensor will not proceed with this service until it receives a written response from the Licensee to the above fees and schedules.

6. Maintenance

A. In the initial period of 6 months from the date of installation of the applicable license software, the licensor will correct the errors and malfunctions in the license software. If the licensor also develops an updated version of the license software during this period, it will provide To the licensor. The service is maintained from Monday to Friday, ________ standard time from 8:00 am to 5:00 pm, except for national holidays.

B After the above 6 months, the licensor will continue to provide the licensee with the same level of maintenance software, but the licensee must pay the service fee in accordance with the provisions of paragraph 2 of Article 5. Before the expiration of the initial period specified in Article 3, paragraph 6 (A), Licensee may notify the Licensor in writing that the Licensor's above-mentioned maintenance services will no longer be required after the initial period has expired. After the initial period, Licensee may notify Licensor in writing 60 days in advance to terminate the maintenance services provided by Licensor. In the above circumstances, Licensee shall prepay the Licensor's maintenance fee in advance, failing to terminate the service. By performing that part of the service, the licensor will not refund the remaining fees.

C At any time, when Licensee defaults on the Licensor's maintenance fee, Licensor will cease to provide Licensee with such maintenance services. Suspension of maintenance services for whatever reason does not affect the rest of this Agreement.

Article 4 time limit; probation period; termination; rights and obligations before termination

1. This Agreement shall enter into force on the date of the last signature. Beginning with the final installation of the license program on the designated CPU, the calculation of the license period specified in this Agreement begins and is permanently valid unless terminated in accordance with the following provisions of this section.

2. The 90-day period from the last installation of the license program is the trial period. During the trial period, Licensee will decide whether to terminate the license for the Licensed Software and, at the same time, decide whether to terminate this Agreement in whole or in part. In the absence of such termination, at any time thereafter, Licensee will have the right to terminate this Agreement and the license granted to Licensee at any time after 60 days of written notice to Licensor.

A. During the trial period, if Licensee decides to terminate the license for use of this Agreement and the Licensed Software, it shall send a written notice to the Licensor by registered mail. The postmark date on the registered letter shall be no later than the probationary period. The last day.

B. For the termination of the above, neither the Licensor nor the Licensee shall be liable except for the licensee's return of the Licensed Software and the non-disclosure of the Software in accordance with Article 6 of this Agreement.

3. If Licensee violates any of its obligations under this Agreement, Licensor may, in addition to any remedy available, terminate any license granted to Licensee in this Agreement, if deemed necessary Right, as long as it informs the other party in writing 60 days in advance, indicating the relevant provisions of its violation. Unless Licensee provides a remedy that Licensor considers to be satisfactory in the period specified in this notice, if the remedy period requires more than 60 days, Licensee must begin and continually strive to correct its breach of contract during this period. .

4. This paragraph is subject to article 4, paragraph 5. Upon the termination of this Agreement, Licensor shall not be liable for any return of the fees paid by Licensee in accordance with this Agreement. The amount to be paid by Licensee shall be paid immediately and within 30 days after termination. Licensee shall assign to Licensee all files relating to the Licensed Software provided to it or modified by it, and Licensee shall list all unused Licensed Software placed in any storage and on any medium. Licensee may retain a copy of the Licensed Software, however, it may only be used for archival purposes. At normal times, the licensor should have a reasonable opportunity to understand the software to verify that the licensee is in compliance with the above obligations.

5. Once the parties have disputed whether the Licensee is actually in breach of this Agreement, Licensee shall not be required to waive control of the Software or any part thereof until the final judicial decision has been made and the protest is no longer filed.

Article 5 Fees and Payments

1. As a result of the license granted by the licensee to the licensee, the license software is provided, and the related services are provided in accordance with Article 3, paragraph 2, and Article 3, paragraph 3 above, the licensee shall pay the licensee the following as compensation. cost:

A total total payment is ________ USD;

B If the training fee provided by the licensor exceeds 30 person-hours, the service fee will be paid for each of the licensor's experts per hour of ________ dollars for the excess;

C For the additional consulting services provided by the licensor in accordance with paragraph 3 of Article 3 above, the service fee shall be calculated by the hourly fee agreed by the parties.

D For the services provided by the Licensor in accordance with Article 3 of this Agreement, Licensee shall reasonably bear the actual costs of the Licensor’s personnel in addition to the expenses, including the ticket from the original place of work to the place where the Licensee works, At the same time, the licensee is responsible for booking the necessary airfare and hotel rooms.

2. From the 7th month after the license program is installed on the designated CPU, the licensee shall also pay the licensor a monthly maintenance fee of ________% of the license fee referred to in item A of the first paragraph of Article 5 above.

A If the licensee terminates certain maintenance services of the licensor, the monthly maintenance fee shall also be reduced accordingly.

B When the licensee terminates all maintenance services in accordance with paragraph 3 of Article 3, the maintenance fee after termination is no longer paid.

3. The fees specified in Article 5, paragraph 1 (a) above are paid for the following period:

A The licensor shall pay ________ USD within 20 days after the license software is installed as required.

B The remaining portion of the US dollar shall be paid to the Licensor on the first business day after the end of the trial period. If, at the end of the probationary period, Licensee notifies Licensor in accordance with paragraph 4-2 above, it decides to terminate this Agreement, and Licensor shall, on a pro rata basis, return part of the fees paid by Licensee, and the rate of return shall be issued in accordance with the Notice. The number of days left in the post-trial period is calculated.

4. For Licensee's time limit in accordance with Article 5, paragraph 1 B, and Article 5, paragraph 1 (C), and the travel expenses specified in Article 5, paragraph 1 (D), when Licensee receives the Licensor The list should be paid immediately within 30 days of the checklist. The list should be accompanied by an appropriate timetable for the person’s time and proof of travel expenses.

5. If Licensee does not terminate the maintenance service after the end of the first 6 months period, the Licensee shall pay the Licensor a monthly maintenance fee of half a year for the first 20 days of the 7th month. Thereafter, as long as the licensee does not propose termination of the maintenance service, it will be paid every six months.

6. If the licensee is prepared to obtain one or more supplementary licenses in accordance with Article 2, paragraph 3, in order to use the license software for another CPU, the relevant license fee and maintenance fee amount, payment time and payment method It will be agreed separately, but in any case, the above license fee will not exceed the license fee originally used for the specified CPU, and the maintenance fee will not exceed the maintenance fee for the specified CPU.

7. The fee paid and not paid on time shall be paid according to the general law of interest at a natural growth rate of 1%, which is the basic interest rate published by the ____________ city ____ bank, and the date is calculated from the date of payment or from here. The last bank work day before.

8. Licensee will be compensated for all taxes of the Licensor, including personal property taxes and various charges incurred as a result of the licensor’s negligence or failure to seek tax reductions, as well as any government agency levied by this Agreement. Various fees. Depending on the location of the licensed software or the location of the service, the sales and use tax will be provided separately by file or list. Licensee has the right to object to any taxes and fees that may arise.

Article 6 Protection and confidentiality

1. Licensor hereby declares that the license software was developed by the Licensor with substantial funds, and it contains a number of proprietary formulas, calculations and trade secrets, which in general become the licensor's proprietary products. Accordingly, Licensee agrees that the following actions will not be implemented without the express permission of the Licensor:

A. In addition to the authorized person, the licensed software is provided to others in whole or in part or in other forms for others to use;

B. Produce, instruct, or permit the production of a copy of the Licensed Software, in addition to an alternate license program and a number of license materials necessary for Licensee's personnel to be approved for training and to be permitted to use the Licensed Software;

C Leaks or permits such leakage to others in addition to authorized personnel who are required to disclose it to the software.

These limitations will apply to any software system that contains licensed software, although such systems may contain software belonging to Licensee's title.

2. If Licensee decides to terminate the use of this Agreement and its Licensed Software, Licensee shall remove the Licensed Program from the designated CPU and accompany it to Licensee or all copied by Licensee. All copies are originally returned to the licensor.

3. The provisions of paragraphs of Article 6 do not apply to information in the public domain, when the license is disclosed by the Licensor, the information that Licensee has acquired through normal means, or the Licensee’s legitimate way from the third party Obtaining information directly or indirectly, which is independently developed by a third party and has the right to reveal to Licensee that such disclosure does not directly or indirectly violate the confidentiality obligations assumed by the Licensor. Similarly, the provisions of Article 6 It does not apply to information that, after being accepted by the licensee, the information becomes information in the public domain, but not because of the negligence of the licensee.

4. All copies of all licensed software copied by Licensee and all copies of the Media containing the Licensed Software Program or any part thereof shall be accompanied by the instructions provided by the Licensor with the following prompts. Occasionally, the content should also be indicated in an appropriate form where appropriate:

"Copyright ____, ____ Computer Co., Ltd. According to the ____ National Copyright Law, this material is an unpublished work, and this document also contains certain ideas and concepts belonging to Computer Co., Ltd. trade secrets. Unauthorized Reproduction or otherwise disclosure of this material is subject to severe penalties."

5. The provisions of Article 6 shall not be terminated by the termination of this Agreement, and within 6 years after the termination of the use of the license to the Licensee in whole or in part and the return of all the information in accordance with paragraph 2 of Article 6 The regulations will continue to be valid.

Article 7: Right to improve

Any improvement that is subject to or on behalf of Licensee's interests and invested by the Authorized Personnel or with other authorized personnel shall be the Licensee's outcome, but:

A. If such improvements include the licensor's information and its disclosure or use without the approval of the licensor will result in the licensor's loss or infringement of the rights to such information, except for authorized personnel The disclosure and provision of such improvements to any person shall be agreed between the Licensor and the Licensee;

B. If such improvements made by Licensee involve the Licensed Software, Licensor will have the right to non-exclusive rights to the redevelopment of the Improvement, and the right of first refusal to place its products on the market or to license them to third parties.

Article 8 Performance Guarantee

Licensor warrants that the installation of the Licensed Software on the designated CPU will be in accordance with the specifications published by the Licensor. However, except for the licensor's employment contractor and agent, this performance guarantee will be void if any other person modifies the software in any way, including, but not limited to, restructuring the license software.

Article 9 Limitation of Liability

1. The express warranty given in this Agreement is the sole warranty of Licensor in respect of such License, which will supersede any other express or implied warranties, including, but not limited to, sales and fitness for special purposes.

2. Except as provided in Article 10 of this Agreement, Licensee's license software and services provided by Licensor may be obtained solely by the other party's breach of warranty, negligence or breach of other liability for damage or loss. The only compensation is to repair or replace the license software with a functionally equivalent system, or to recover the portion of the cost that the original licensee paid for the licensed software or service. The option for the above compensation is the license. square. If the licensor decides to return the fee due to a certain error in the license software, the licensee shall terminate this Agreement after notifying the other party in writing 30 days in advance, and shall, in accordance with Article 5, paragraph 1 (A), Back to the original payment of the license fee.

3. If there is no other reason, the Licensor will be indirect, special or consequential in nature for any serious negligence or intentional error in providing the information, information or services to Licensee in accordance with the Agreement. The damage is the responsibility of Licensee or any other person, including, but not limited to, the loss of good will, the interruption of work, the failure of the computer, the loss of interest, the claims or claims made by others to the Licensee, and the failure. Loss, other aspects of all commercial damage or loss. In no event shall Licensor be liable to Licensee in accordance with this Agreement, whether or not it exceeds the User's fee paid by Licensee. However, the guarantees in violation of the provisions of Article 10 below are not included here.

4. If there is no other reason, the licensee's disclosure or unauthorized use is caused by the serious negligence or intentional error of the licensee, and it is not under Licensee 6-1 of this Agreement. The licensee will not be liable for any indirect, special or consequential damages of any nature of the Licensor. Under no circumstances will Licensee be liable to Licensor for the above disclosures and unauthorized use of the Licensed Software, regardless of whether it exceeds the Licensed Software as required by Section 5(1)(A) License fee.

Article 10 Originality Guarantee

1. The licensor guarantees that the license software does not infringe any third party's copyright, patent or trademark rights, nor does it violate any third party's proprietary rights.

2. When a licensee uses the license software or any part of it to file a lawsuit against Licensee within the scope of this Agreement, alleging that it infringes copyright, trade secret rights or patent rights in the country of ____, Licensor will Respond at your own expense.

3. When a lawsuit filed by another person against the licensee is directly attributable to the above claims, the licensor will pay any relevant expenses, losses and final judgments of the licensee to the licensee’s lawsuit and attorney’s fees, if Licensor promptly informs Licensor of the claim in writing; Licensee gives Licensee full and complete authorization, information and assistance to respond to the claim; Licensor responds to the claim and Negotiations for settlement or settlement have full control.

4. If the Licensed Software becomes or is at the discretion of the Licensor, it is likely to be infringed by the copyright, trade secret rights and patent rights referred to in the claims, the Licensor has the right to take measures to enable the Licensee to continue to use it. The license software or its replacement or modification software, when using alternative or modified software, the licensor guarantees that its functions are equal and non-infringing.

5. Regardless of the terms of this Agreement, Licensor shall not be liable for copyright infringement, trade secret rights and patent rights in the following circumstances;

A When the latest version of the Licensed Software is provided free of charge to Licensee, the use of this latest version of the Software avoids the above infringement, but Licensee also uses other versions;

B The program or data of the Licensed Software of this Agreement is provided for use after careful study, but Licensee uses the Licensed Software with other programs or data, if the Licensed Software is not used with such other programs or data. The above infringement can be avoided, but the licensee has not done so;

C Use the license software outside of the specified CPU operating system.

Article 11 Other

1. Licensee agrees to attach the product name and phrase to all text publications referring to the Licensed Software or Licensor. The License Software is a Licensee-specific software product.

2. The title of this Agreement is for reference only and does not affect the meaning of this Agreement and its interpretation.

3. All notices, payments or other communications required by this Agreement are in writing and, if submitted in person, are deemed to be delivered upon actual receipt. The notice shall be sent by post or by means of delivery. The mail must be paid for the postage. The address is written in the first paragraph of this Agreement, but any party may modify its mailing address at any time by notifying the other party in writing.

4. No provision or representation in this Agreement may be deemed to be a waiver of the right, and no breach of contract is agreed to waive the liability, unless the party with the above rights signs in writing to confirm such waiver or consent. The consent or waiver of the other party's liability for breach of contract by either party, expressly or by implication, does not in any way imply consent, waiver or waiver of the other party's liability for breach of contract in other respects or subsequent circumstances.

5. Within 3 years after the entry into force of this Agreement, neither party may employ or attempt to hire another employee before the written consent of the affected party, or reduce or attempt to reduce its employees to other units. go with.

6. This Agreement and its accompanying files, signed by both parties, constitute a complete agreement on the matters involved, which will replace the previous oral or written agreement on the matters involved. Any amendments to this Agreement must be made in writing and formally signed by a representative authorized by both parties to this Agreement.

This Agreement is governed by ____ law, and as long as such deletion or modification is clearly consistent with the general purpose of the parties in this Agreement, the other terms of this Agreement shall remain in force in either case.

Licensor: ________________________ Licensee: _______________________

Representative: ________________________ Representative: _______________________

Date: ________________________ Date: _______________________

Licensor: ____________ Postal Code: ____________

Legal representative: ____________ Position: ____________

Address: ____________ Postal Code: ____________ Phone: ____________

Licensee: ________________

Legal representative: ____________ Position: ____________

Address: ____________ Postal Code: ____________ Phone: ____________

The above-mentioned parties have agreed to sign this Agreement, as evidenced by this.

Whereas the Licensor develops and owns a computer system named “____”, an integrated database office management and financial control system ownership, and in view of the licensee’s desire to obtain the above system and use it at its headquarters, the Licensor is willing to Licensee provides the above system and issues a license to use it. Therefore, the two sides agreed to sign the agreement, the provisions of the agreement are as follows:

First definition

All relevant terms in this Agreement are defined as follows:

1. "Agreement" means this Agreement and all subsidiary files and all amendments signed in accordance with this Agreement.

2. "CPU" means a central processing unit.

3. "Computer Program" means any source or object code command that controls the operation of the CPU.

4. "Designated CPU" means a computer installed in the Licensee's office and its upgraded machine.

5. "Licensed Program" means a License Information Processing Program executable on a designated CPU. It consists of a number of modules in the licensor's ____ computer software system, which is listed in Attachment File 1, which is attached to this Agreement. And as part of it, all further explanations are defined in Attachment File 1.

6. "License Material" means any material relating to the Licensed Program that is licensed by the Licensor and licensed to Licensee for use with the Licensed Program, including those specified in Attached File I and in writing. The other files are input form, user manual, interface format and input/output format. The above materials are used as confidential content or exclusive rights of the licensor and are delivered to the licensee.

7. "License Software" means the license program and license materials.

8. “Authorized Person” means the employee of Licensee and the other party who works indirectly or indirectly with Licensee to work for Licensee, and other parties include, but are not limited to, Licensor and Designated CPU The seller or the CPU seller of the licensee may be re-designated by the licensee in accordance with this Agreement.

9. "Improvement" means any revision, refinement or modification of the Licensed Software, or any work performed to increase the scope of use, functionality or other useful features of the Software.

Article 2 grants permission to use

1. Subject to the terms and conditions of this Agreement, Licensor agrees to grant, Licensee agrees to accept a non-transferable, non-exclusive license to use the Licensed Software on the designated CPU, the use of which is limited to Licensee Internal use and information services for its subsidiaries or affiliates. Any third party other than the above shall not be entitled to use the Licensed Software or any part thereof. No one has the right to sell, rent, transfer or otherwise transfer or otherwise use the Licensed Software or any part of it to others.

2. The restrictions in Article 2 of this Agreement shall apply to any software system in which the Licensed Software is a part of it, unless the Licensor and Licensee have otherwise entered into a written agreement.

3. Each CPU that will use the license software requires a separate license to be used as a supplement to this Agreement. When the designated CPU is inoperable or cannot be used for any reason, the license of the designated CPU obtained by Licensee in accordance with this Agreement or the supplementary license of any CPU obtained under the Supplemental Agreement may be transferred to a backup CPU. , but the licensee must do its utmost to overcome this situation as quickly as possible.

4. Licensee may, in advance, obtain written approval from Licensor to reassign another CPU to the Licensed Software, for which Licensor may not refuse without cause. Re-specify the CPU without additional charges.

Article 3 Services provided by the licensor

1. Licensed program and license information.

Licensor will provide Licensee with one license program in both source code and object code, and provide not less than two license materials.

2. Installation, primary training and adjustment

Licensor shall provide installation and primary training to Licensee in accordance with Subsidiary Archives II and, if necessary, Initial Adjustment Services, which shall be attached to and part of this Agreement. For this purpose, Licensee shall provide Licensor with reasonable time to use the designated CPU during normal business hours.

3. Additional training

Except for the maximum training time specified in Section B of Subsidiary Archives, if Licensee submits additional training requirements to Licensor in writing, Licensor shall use its best efforts to provide such training services in a timely manner, as requested by Licensee. The training venue can be located at the location of the designated CPU or other suitable location acceptable to both parties.

4. Delivery

After the entry into force of this Agreement, both parties shall consult on the provision of the license software and license materials as specified above, as well as the various services provided by the Licensor, and make arrangements that are mutually agreed by both parties.

5. Other advisory services

A In addition to the training services specified in paragraph 3, paragraph 2, paragraph 3, and subsidiary file 2 above, the licensor shall also provide the licensee with advice on the licensing software, in accordance with the written request of the licensee. service.

B. Before beginning to provide any additional services, Licensor shall work with Licensee to develop an additional License Software Adjustment List that satisfies the License Software Requirements and other special service requirements.

C Licensee shall indicate the priority of these additional services and when to use them.

D Thereafter, Licensor shall report to Licensee the fees for the above services and estimate the total expenses based on these charges, and it shall also confirm whether the above schedule is acceptable.

E The Licensor will not proceed with this service until it receives a written response from the Licensee to the above fees and schedules.

6. Maintenance

A. In the initial period of 6 months from the date of installation of the applicable license software, the licensor will correct the errors and malfunctions in the license software. If the licensor also develops an updated version of the license software during this period, it will provide To the licensor. The service is maintained from Monday to Friday, ________ standard time from 8:00 am to 5:00 pm, except for national holidays.

B After the above 6 months, the licensor will continue to provide the licensee with the same level of maintenance software, but the licensee must pay the service fee in accordance with the provisions of paragraph 2 of Article 5. Before the expiration of the initial period specified in Article 3, paragraph 6 (A), Licensee may notify the Licensor in writing that the Licensor's above-mentioned maintenance services will no longer be required after the initial period has expired. After the initial period, Licensee may notify Licensor in writing 60 days in advance to terminate the maintenance services provided by Licensor. In the above circumstances, Licensee shall prepay the Licensor's maintenance fee in advance, failing to terminate the service. By performing that part of the service, the licensor will not refund the remaining fees.

C At any time, when Licensee defaults on the Licensor's maintenance fee, Licensor will cease to provide Licensee with such maintenance services. Suspension of maintenance services for whatever reason does not affect the rest of this Agreement.

Article 4 time limit; probation period; termination; rights and obligations before termination

1. This Agreement shall enter into force on the date of the last signature. Beginning with the final installation of the license program on the designated CPU, the calculation of the license period specified in this Agreement begins and is permanently valid unless terminated in accordance with the following provisions of this section.

2. The 90-day period from the last installation of the license program is the trial period. During the trial period, Licensee will decide whether to terminate the license for the Licensed Software and, at the same time, decide whether to terminate this Agreement in whole or in part. In the absence of such termination, at any time thereafter, Licensee will have the right to terminate this Agreement and the license granted to Licensee at any time after 60 days of written notice to Licensor.

A. During the trial period, if Licensee decides to terminate the license for use of this Agreement and the Licensed Software, it shall send a written notice to the Licensor by registered mail. The postmark date on the registered letter shall be no later than the probationary period. The last day.

B. For the termination of the above, neither the Licensor nor the Licensee shall be liable except for the licensee's return of the Licensed Software and the non-disclosure of the Software in accordance with Article 6 of this Agreement.

3. If Licensee violates any of its obligations under this Agreement, Licensor may, in addition to any remedy available, terminate any license granted to Licensee in this Agreement, if deemed necessary Right, as long as it informs the other party in writing 60 days in advance, indicating the relevant provisions of its violation. Unless Licensee provides a remedy that Licensor considers to be satisfactory in the period specified in this notice, if the remedy period requires more than 60 days, Licensee must begin and continually strive to correct its breach of contract during this period. .

4. This paragraph is subject to article 4, paragraph 5. Upon the termination of this Agreement, Licensor shall not be liable for any return of the fees paid by Licensee in accordance with this Agreement. The amount to be paid by Licensee shall be paid immediately and within 30 days after termination. Licensee shall assign to Licensee all files relating to the Licensed Software provided to it or modified by it, and Licensee shall list all unused Licensed Software placed in any storage and on any medium. Licensee may retain a copy of the Licensed Software, however, it may only be used for archival purposes. At normal times, the licensor should have a reasonable opportunity to understand the software to verify that the licensee is in compliance with the above obligations.

5. Once the parties have disputed whether the Licensee is actually in breach of this Agreement, Licensee shall not be required to waive control of the Software or any part thereof until the final judicial decision has been made and the protest is no longer filed.

Article 5 Fees and Payments

1. As a result of the license granted by the licensee to the licensee, the license software is provided, and the related services are provided in accordance with Article 3, paragraph 2, and Article 3, paragraph 3 above, the licensee shall pay the licensee the following as compensation. cost:

A total total payment is ________ USD;

B If the training fee provided by the licensor exceeds 30 person-hours, the service fee will be paid for each of the licensor's experts per hour of ________ dollars for the excess;

C For the additional consulting services provided by the licensor in accordance with paragraph 3 of Article 3 above, the service fee shall be calculated by the hourly fee agreed by the parties.

D For the services provided by the Licensor in accordance with Article 3 of this Agreement, Licensee shall reasonably bear the actual costs of the Licensor’s personnel in addition to the expenses, including the ticket from the original place of work to the place where the Licensee works, At the same time, the licensee is responsible for booking the necessary airfare and hotel rooms.

2. From the 7th month after the license program is installed on the designated CPU, the licensee shall also pay the licensor a monthly maintenance fee of ________% of the license fee referred to in item A of the first paragraph of Article 5 above.

A If the licensee terminates certain maintenance services of the licensor, the monthly maintenance fee shall also be reduced accordingly.

B When the licensee terminates all maintenance services in accordance with paragraph 3 of Article 3, the maintenance fee after termination is no longer paid.

3. The fees specified in Article 5, paragraph 1 (a) above are paid for the following period:

A The licensor shall pay ________ USD within 20 days after the license software is installed as required.

B The remaining portion of the US dollar shall be paid to the Licensor on the first business day after the end of the trial period. If, at the end of the probationary period, Licensee notifies Licensor in accordance with paragraph 4-2 above, it decides to terminate this Agreement, and Licensor shall, on a pro rata basis, return part of the fees paid by Licensee, and the rate of return shall be issued in accordance with the Notice. The number of days left in the post-trial period is calculated.

4. For Licensee's time limit in accordance with Article 5, paragraph 1 B, and Article 5, paragraph 1 (C), and the travel expenses specified in Article 5, paragraph 1 (D), when Licensee receives the Licensor The list should be paid immediately within 30 days of the checklist. The list should be accompanied by an appropriate timetable for the person’s time and proof of travel expenses.

5. If Licensee does not terminate the maintenance service after the end of the first 6 months period, the Licensee shall pay the Licensor a monthly maintenance fee of half a year for the first 20 days of the 7th month. Thereafter, as long as the licensee does not propose termination of the maintenance service, it will be paid every six months.

6. If the licensee is prepared to obtain one or more supplementary licenses in accordance with Article 2, paragraph 3, in order to use the license software for another CPU, the relevant license fee and maintenance fee amount, payment time and payment method It will be agreed separately, but in any case, the above license fee will not exceed the license fee originally used for the specified CPU, and the maintenance fee will not exceed the maintenance fee for the specified CPU.

7. The fee paid and not paid on time shall be paid according to the general law of interest at a natural growth rate of 1%, which is the basic interest rate published by the ____________ city ____ bank, and the date is calculated from the date of payment or from here. The last bank work day before.

8. Licensee will be compensated for all taxes of the Licensor, including personal property taxes and various charges incurred as a result of the licensor’s negligence or failure to seek tax reductions, as well as any government agency levied by this Agreement. Various fees. Depending on the location of the licensed software or the location of the service, the sales and use tax will be provided separately by file or list. Licensee has the right to object to any taxes and fees that may arise.

Article 6 Protection and confidentiality

1. Licensor hereby declares that the license software was developed by the Licensor with substantial funds, and it contains a number of proprietary formulas, calculations and trade secrets, which in general become the licensor's proprietary products. Accordingly, Licensee agrees that the following actions will not be implemented without the express permission of the Licensor:

A. In addition to the authorized person, the licensed software is provided to others in whole or in part or in other forms for others to use;

B. Produce, instruct, or permit the production of a copy of the Licensed Software, in addition to an alternate license program and a number of license materials necessary for Licensee's personnel to be approved for training and to be permitted to use the Licensed Software;

C Leaks or permits such leakage to others in addition to authorized personnel who are required to disclose it to the software.

These limitations will apply to any software system that contains licensed software, although such systems may contain software belonging to Licensee's title.

2. If Licensee decides to terminate the use of this Agreement and its Licensed Software, Licensee shall remove the Licensed Program from the designated CPU and accompany it to Licensee or all copied by Licensee. All copies are originally returned to the licensor.

3. The provisions of paragraphs of Article 6 do not apply to information in the public domain, when the license is disclosed by the Licensor, the information that Licensee has acquired through normal means, or the Licensee’s legitimate way from the third party Obtaining information directly or indirectly, which is independently developed by a third party and has the right to reveal to Licensee that such disclosure does not directly or indirectly violate the confidentiality obligations assumed by the Licensor. Similarly, the provisions of Article 6 It does not apply to information that, after being accepted by the licensee, the information becomes information in the public domain, but not because of the negligence of the licensee.

4. All copies of all licensed software copied by Licensee and all copies of the Media containing the Licensed Software Program or any part thereof shall be accompanied by the instructions provided by the Licensor with the following prompts. Occasionally, the content should also be indicated in an appropriate form where appropriate:

"Copyright ____, ____ Computer Co., Ltd. According to the ____ National Copyright Law, this material is an unpublished work, and this document also contains certain ideas and concepts belonging to Computer Co., Ltd. trade secrets. Unauthorized Reproduction or otherwise disclosure of this material is subject to severe penalties."

5. The provisions of Article 6 shall not be terminated by the termination of this Agreement, and within 6 years after the termination of the use of the license to the Licensee in whole or in part and the return of all the information in accordance with paragraph 2 of Article 6 The regulations will continue to be valid.

Article 7: Right to improve

Any improvement that is subject to or on behalf of Licensee's interests and invested by the Authorized Personnel or with other authorized personnel shall be the Licensee's outcome, but:

A. If such improvements include the licensor's information and its disclosure or use without the approval of the licensor will result in the licensor's loss or infringement of the rights to such information, except for authorized personnel The disclosure and provision of such improvements to any person shall be agreed between the Licensor and the Licensee;

B. If such improvements made by Licensee involve the Licensed Software, Licensor will have the right to non-exclusive rights to the redevelopment of the Improvement, and the right of first refusal to place its products on the market or to license them to third parties.

Article 8 Performance Guarantee

Licensor warrants that the installation of the Licensed Software on the designated CPU will be in accordance with the specifications published by the Licensor. However, except for the licensor's employment contractor and agent, this performance guarantee will be void if any other person modifies the software in any way, including, but not limited to, restructuring the license software.

Article 9 Limitation of Liability

1. The express warranty given in this Agreement is the sole warranty of Licensor in respect of such License, which will supersede any other express or implied warranties, including, but not limited to, sales and fitness for special purposes.

2. Except as provided in Article 10 of this Agreement, Licensee's license software and services provided by Licensor may be obtained solely by the other party's breach of warranty, negligence or breach of other liability for damage or loss. The only compensation is to repair or replace the license software with a functionally equivalent system, or to recover the portion of the cost that the original licensee paid for the licensed software or service. The option for the above compensation is the license. square. If the licensor decides to return the fee due to a certain error in the license software, the licensee shall terminate this Agreement after notifying the other party in writing 30 days in advance, and shall, in accordance with Article 5, paragraph 1 (A), Back to the original payment of the license fee.

3. If there is no other reason, the Licensor will be indirect, special or consequential in nature for any serious negligence or intentional error in providing the information, information or services to Licensee in accordance with the Agreement. The damage is the responsibility of Licensee or any other person, including, but not limited to, the loss of good will, the interruption of work, the failure of the computer, the loss of interest, the claims or claims made by others to the Licensee, and the failure. Loss, other aspects of all commercial damage or loss. In no event shall Licensor be liable to Licensee in accordance with this Agreement, whether or not it exceeds the User's fee paid by Licensee. However, the guarantees in violation of the provisions of Article 10 below are not included here.

4. If there is no other reason, the licensee's disclosure or unauthorized use is caused by the serious negligence or intentional error of the licensee, and it is not under Licensee 6-1 of this Agreement. The licensee will not be liable for any indirect, special or consequential damages of any nature of the Licensor. Under no circumstances will Licensee be liable to Licensor for the above disclosures and unauthorized use of the Licensed Software, regardless of whether it exceeds the Licensed Software as required by Section 5(1)(A) License fee.

Article 10 Originality Guarantee

1. The licensor guarantees that the license software does not infringe any third party's copyright, patent or trademark rights, nor does it violate any third party's proprietary rights.

2. When a licensee uses the license software or any part of it to file a lawsuit against Licensee within the scope of this Agreement, alleging that it infringes copyright, trade secret rights or patent rights in the country of ____, Licensor will Respond at your own expense.

3. When a lawsuit filed by another person against the licensee is directly attributable to the above claims, the licensor will pay any relevant expenses, losses and final judgments of the licensee to the licensee’s lawsuit and attorney’s fees, if Licensor promptly informs Licensor of the claim in writing; Licensee gives Licensee full and complete authorization, information and assistance to respond to the claim; Licensor responds to the claim and Negotiations for settlement or settlement have full control.