Computer software license contract
This contract was signed by the following parties on ______ ______ month ______: China ______ is an enterprise legal person formally established and registered under the laws of the People's Republic of China; ______ country ______ company.
In view of the fact that the seller has been engaged in the design, production and sales of the ______ system for many years and has provided services for the system, and is further developing;
Whereas the buyer is willing to establish a ______ system;
In view of the introduction of the ______ system, the level of science and technology will be improved, the quality and type of ______ will be improved, training opportunities will be provided in the use and service of advanced technology products, and the rights and dignity of workers will be promoted by creating an equal and positive working environment. The Chinese people contribute;
In view of the principle of equality and mutual benefit, after friendly negotiation, the buyer has decided that it is willing to become the user of the ______ system, and the seller is willing to provide such systems for the buyer to use.
Therefore, in consideration of the mutual clauses and agreements contained in this contract, the two parties hereby agree as follows:
1. The agreement between the parties consists of the terms and conditions stipulated in this contract and the subsidiary files mentioned below:
Subsidiary file system component
Subsidiary file 2 Delivery and installation schedule
Subsidiary file three Price and payment terms
Attachment File IV Product Description and Specifications
Subsidiary file five seller software license contract
Subsidiary file six software sub-license contract
Subsidiary file seven lease contract
2. Definition
The following words shall have the following meanings in this contract:
Commercial ______ system:
User ______ system:
Control computer: Refers to the ______ system component used by the buyer for the ______ system and its control.
______: A registered trademark of the seller that the seller uses to indicate an earlier version of the ______ system for production and sale.
______II: Refers to a later version of the ______ system, which the seller uses to refer to the system as the subject of this contract.
System: Refers to the seller's ______ system.
Standard converter:
3. System provision
The Seller provides a system in accordance with the product description and specifications and delivery and installation schedules as part of this contract, and the Buyer pays for the system in accordance with the price and payment terms as part of this contract.
Before the ______ system ordered by the buyer can be used, the seller shall lease the system to the buyer in accordance with the terms stipulated in the lease contract of the sub-file of this contract. The Buyer acknowledges and agrees that the Seller may, at its discretion, provide the ______ system ordered by the Buyer by improving the ______ system leased to the Buyer, providing a different system or combining the two systems described above.
4. Delivery and installation
The system is delivered according to the delivery schedule specified in Subsidiary File 2. Shipping costs will be added to the seller’s invoice and paid by the buyer. The buyer has the right to appoint the carrier and notify the seller in writing of the carrier of its choice. If the buyer does not notify the seller of the carrier of its choice, the seller will pick the carrier. However, the seller shall not be liable for any carriage and shall not be deemed to be the agent of the seller. The seller is not obliged to obtain insurance for the buyer unless requested by the buyer.
The seller or its designated service provider shall install the ______ system on the facilities designated by the buyer within the territory of the People's Republic of China. The installation fee should be added to the seller’s invoice and paid by the buyer. The Buyer shall be responsible for completing any necessary site preparations and modifications to the Buyer's facilities on time, in accordance with the installation schedule specified in this Contract, in accordance with the specifications specified in the Site Preparation Guide pre-delivered to the Buyer. When necessary, the buyer shall provide other test equipment and materials in accordance with the site preparation guidelines. The Buyer shall be responsible for all such facilities, preparations, equipment, supplies, and the licenses and approvals required for such purposes and shall pay for them.
5. Compliance with the export control laws of the country where the seller is located
The seller agrees to apply for all products and technologies purchased by the buyer from the seller, ______ all necessary for the export of products and technology to China ______ government export license, consent and approval. If, to the best of its utmost effort, the Seller is unable to obtain any and all licenses, consents and approvals necessary for the legal export of such products and technologies from ______ to China, the Contract shall terminate immediately, the Seller shall be exempt from performance and the Buyer shall render the Seller harmless.
The buyer is committed to comply with the ______ export laws and regulations and agrees that the buyer will not knowingly without the necessary ______ government approval.
Directly or indirectly exporting any direct product derived from ______ technical material, software or technical data obtained from the seller at any time when the export ______ government or any of its agencies require export authorization or other government approval;
Any technical data or software derived from ______ obtained from the seller to the nationals of the ______ government or any of its agencies that require export licenses or other government approvals.
6. Ownership and risk of loss
The ownership and loss of all items purchased under this contract shall be transferred to the seller at the location of the seller's facility and after the goods are delivered to the carrier. Before the purchase price is fully paid, the buyer grants the seller a security interest in the system as a guarantee for the buyer to pay in accordance with this contract. The loss or damage to the system or any part of it, after delivery to the carrier, shall be the responsibility of the buyer. After the risk of loss is transferred to the buyer, the seller shall be entitled to the full purchase price of any item lost or damaged.
7. Acceptance test and acceptance
The acceptance test of the system shall be carried out in accordance with the seller's acceptance test program. The seller and its designated service provider shall perform acceptance tests in accordance with the aforementioned test procedures. If any of these tests are not completed successfully, the seller or its designated service provider shall evaluate the test and make any adjustments or corrections to the system to enable the system to operate to specifications. At the beginning of all such tests, the buyer shall be given reasonable prior notice and the buyer shall be given a reasonable opportunity to observe all such tests.
The term "successful completion", when used in this contract for any test aspect, refers to the successful completion of such tests specified in a particular test program, and all references to the tests refer to the seller acceptance test program. Test.
For the purpose of Subsidiary File 3, the acceptance of the system shall be deemed to have been carried out when all tests specified in the system's acceptance test program have been successfully completed at the Buyer's facility location.
The seller represents and warrants that the seller will deliver a complete, accurate and efficient system to the buyer. The system is capable of meeting the specifications specified in the product description and specifications and is demonstrated by the successful completion of the system acceptance test. Successful completion should be considered as definitive evidence that the system is complete, accurate, effective and capable of meeting the specifications stated in the specification.
8. Shipment and acceptance
If the system or any part thereof has been prepared for shipment or installation as specified on Attachment Archive II, such shipment or installation delays are exceeded at the request of the Buyer or because the Buyer is unable to provide the facilities, test equipment or supplies necessary for acceptance or installation of the System ______ calendar days, the seller can notify the buyer according to its choice, the system or any part of it as a de facto shipment, delivery and installation. In addition, the Buyer shall compensate the Seller for all storage or other charges resulting from such delays.
______ days after the general shipment is made, the seller has the right to issue an invoice to the buyer for the following payment according to the delivery conditions stipulated in the attached file of this contract:
The 100% purchase price of the commercial ______ system shipped to the market: and
As far as the ______ system is concerned, for the amount of the due amount of the system that has been actually shipped, the balance is invoiced at the acceptance.
At any time before or after the date of shipment or installation specified in Subsidiary Archives II, the buyer shall have passed the acceptance of the system or any part thereof in any of the following circumstances:
The buyer decides and informs the seller in writing that the system is suitable to begin the operation that the buyer intends to use the system;
The system has begun operations that the buyer intends to use with the system.
Qualified acceptance shall have the same result as Article 8 above, but the due amount of the ______ system shall be the difference between the amount paid so far and the amount due after acceptance of 90%, and the balance shall be invoiced after acceptance.
Shipment and acceptance will not relieve the seller of any liability under this contract, including the successful completion of the acceptance test and the correction of defects or defects in accordance with the terms and conditions of this contract.
9. Taxation
The price of the sales equipment and repair and installation services provided in China does not include all payment, customs duties, sales tax, use tax, domestic consumption tax, value added tax and similar taxes. The buyer shall bear and pay the above taxes. Any taxes required to be collected or paid by the seller for the sale, delivery or use of the system shall be paid by the buyer and shall be payable upon delivery of the system. The Buyer agrees to indemnify the Seller against any damages caused by the Buyer’s negligence and inaction or the Buyer’s breach or non-compliance with this Article 9, so that the Seller is not harmed and defended.
10. Payment
As the seller provides the entire consideration of the contract system and all related articles in accordance with this contract, the buyer shall pay the system purchase price specified by the seller in the attached file III.
Payment shall be made in accordance with Sub-File 3.
If the buyer does not pay when the invoice amount or any part thereof expires, the buyer expressly agrees to pay the seller the interest from the due date to the payment date for all such amounts at the annual interest rate of 18% or the maximum rate permitted by law. .
11. Operation manual and other materials / training
Seller shall provide a User Guide with each commercial ______ system.
The seller shall provide the buyer with all three operating manuals and installation instructions for the ______ system.
After the system is installed, the seller or its designated service provider shall provide the buyer's employees with a training course of ______ days during the use and operation of the system.
12. System guarantee
The seller represents and warrants that the seller is the owner or beneficial licensee of all intellectual property rights granted, leased or sold to the buyer in this contract, and the seller has the right to license, lease or sell the aforementioned intellectual property rights to the buyer. The Vendor warrants that the systems and all equipment and related software provided under this Contract have no defects in quality and workmanship for one year after the date of acceptance, except for the commercial and user ______ systems, the warranty period for both shall be the period after the date of shipment. One year. During this period, the Seller shall repair, replace and reinstall the ______ system or any defective part thereof at the Buyer's site free of charge. The seller warrants that it does not include the control computer operating system software contained in the control computer or system, but the seller shall transfer to the buyer any manufacturer's warranty on the control computer operating system software contained in the control computer or system. If there is no such transfer guarantee for a period of one year after the acceptance date, the seller shall purchase the hardware and software maintenance renewal contract for the control computer and operating system software for the benefit of the buyer and as part of the purchase price, instead of guaranteeing The maintenance renewal contract shall be for one year after the acceptance date. If repairs and replacements are caused by defects other than the warranty or normal use and regular installation, the buyer shall pay the seller all the services and supplies provided by the seller to correct the defects.
The guarantees set forth in this contract apply only to items that are routinely installed, used normally, and found to be defective during the warranty period. Such warranties shall not apply to items that have been modified, altered or misused, accidentally caused, negligent or improperly used without the written consent of the seller.
The warranties set forth in this contract supersede all other express or implied warranties of performance for the system, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. The sole remedy of the Buyer for any breach of the Seller's breach of this contract shall be the repair and replacement performed by the Seller for the performance of such warranties. The Seller shall not be liable at any time for any loss of audiovisual or data signals, business interruption or special, indirect or consequential damage of any kind or nature. The seller is not liable for delays in fulfilling the obligations under this section resulting from the buyer’s fault or fault.
13. Non-warranty repair and spare parts support
in
System acceptance is ______ years, or
The seller shall provide repair services and/or spare parts for the system before the date the buyer ceases to operate the system. The parties understand that for spare parts and repairs that are not covered by the warranty, the seller shall charge the price of the raw materials or spare parts at that time and issue an invoice as soon as possible after the completion of the work. Under this contract or other contract, the seller is not obliged to provide further spare parts or repair services to anyone who has not paid in time for any such spare parts or repairs.
After the support period, the seller may notify the buyer six months in advance of the written request to suspend the supply of spare parts or repair services for the system, and may suspend the offer. However, the seller can choose one of the following.
To grant the Buyer a non-exclusive license to manufacture any such system components for the sole purpose of self-use and not for sale, and to provide Buyer with all necessary files, specifications, drawings and other materials;
Allows the buyer to have the opportunity to purchase the full amount of spare parts that he or she considers to be necessary for system repair and support.
For the purposes of this contract, if within ______ months after the shipment of the ______ system, the buyer does not use the system provided by the seller on the normally used instrument, as part of its normal use, compile or demultiplex the signal code, for a total of at least ______ hours, or within ______ months after such shipment, the buyer does not use the system provided by the seller on the normal used instrument for every ______ months, compiling or decoding the signal code as part of its normal use, total At least ______ hours, the buyer shall be deemed to "stop system operation".
14. Maintenance renewal
Before the expiration of the warranty period of the ______ system specified in this contract, the seller and/or its designated service supplier shall provide the buyer with an opportunity to sign a ______ system maintenance renewal contract and may continue for one year.
15. System License
The operating system software of the control computer is provided to the buyer in accordance with the conditions and terms of the operating system licensor's sub-licensing as stipulated in sub-file 5 of this contract.
All vendor software required for system operation is provided to the Buyer under the licenses specified in Attachment 4 of this contract.
This contract does not give technology transfer or transfer in connection with any product, system, or any ownership owned by the seller or licensed by the seller. Under this contract, no sublicense is granted, nor can it be inferred or implied.
16.______ System security requirements The parties agree to develop a security plan for the ______ system. To prevent the system from being stolen or otherwise disclosed during shipment, storage, operation or other activities related to this contract, the plan is to be established. And keep the security program. The current ______ system security requirements have been previously provided to the buyer. The Buyer agrees to adopt and comply with and to motivate its agents to adopt and comply with alternative and supplemental safety requirements as recommended by the Seller from time to time.
17. Time for equipment to be ordered in advance
As the equipment subject to this contract, the delivery date is specified in Attachment File 2. Advance order time for other equipment
as follows:
The buyer will provide ______ months of use for the equipment that you wish to deliver. The head used ______ months is considered to be an order, and if the order is cancelled, the cancellation order is stipulated in the attached file.
18. Mutual declaration
The parties declare and warrant that:
It is formally established and registered in its state or domestically and in accordance with the provisions. It has the power and authority to sign and perform this contract and any other agreements and files with which it is signed and submitted.
Its signature, submission and performance of the file has been formally authorized through all necessary actions.
19. Confidentiality
The Buyer agrees to use at least the same cautions and precautions as the Buyer uses in his own proprietary information, any materials or data disclosed to the Buyer that contain proprietary information and are marked as “Proprietary” or “Confidential”, the Seller’s drawings and The software is kept secret, but in any case, caution should not be less than reasonable. You may not copy, disclose or use such materials or data without the written permission of the seller. These obligations do not apply to any of the following materials or data: materials or data that belong to or become publicly available without violating this section; materials or data that the buyer legally obtains from third parties; the buyer independently developed and did not Data or data that benefit from the data. The seller is not obligated to provide confidential or proprietary information;
The buyer’s obligations under this section shall survive the termination or expiration of this contract. All tangible and proprietary information provided by the seller to the buyer belongs to and remains the property of the seller and shall be returned to the seller upon request by the seller;
Except as expressly provided in this contract, the parties agree that the disclosure of confidential or proprietary information by the seller does not imply a license to the seller to grant the seller any patent, trade secret or copyright;
Neither party may use the name of the other party, its parent company, company, or other affiliates or any trademark or trade name in any sales, advertising, public relations activities or in any other form without the express consent of the other party.
20. Compensation
Each party shall, in accordance with the provisions of this contract, perform all losses, damages, liabilities, expenses, expenses, claims, suits, claims, litigation actions, causes of action, etc. caused by or in connection with its obligations under this contract. Procedures, judgments, assessed taxes, amounts owed, and charges to compensate the other party, the other party's shareholders, directors, officers, employees, agents, designated persons, assignees, or any of them, are not harmed, and Without limiting the foregoing, the Buyer shall also compensate the Seller for any of the above-mentioned matters arising out of or in connection with the following:
If a third party files a claim for compensation by a party under this contract, one party shall notify the other party as soon as practicable, but in any event no later than the ______ day after receipt of the request. The failure of the compensated party to give notice does not preclude it from seeking compensation under this contract, unless the notice is not given to enable the compensator to materially influence the claim. The compensating party shall promptly defend the claim, and the compensated party shall cooperate with the compensating party in the defense of the claim, including settlement of the matter in accordance with the principles stipulated by the compensating party. If the compensating party fails to defend the compensated party after receiving the notice of the claim, the compensated party shall have the right to defend, compromise or settle the claim, and the expenses shall be borne by the compensating party. After taking the defense of the claim, the indemnifier may make a settlement, compromise or defense, at its discretion. Notwithstanding anything to the contrary in this section, in the event of a claim, claim, proceeding or program against the buyer based on the assertion that the goods manufactured and sold by the seller to the buyer infringe any third party's ______ national patent, copyright, mask, trademark , trade secrets or any other intellectual property rights, the seller will defend the buyer against the lawsuit, claim, litigation or procedure, and will pay the final judgment to determine the damages and expenses borne by the buyer, as well as the actual expenses and expenses of the buyer, The stipulated condition is that the seller is promptly informed of the occurrence of the allegation of infringement, and that each copy of the communication, notice or other litigation documents related to the alleged infringement has exclusive control over the defense and compromises on the lawsuit or procedure or The exclusive right of settlement; however, the seller’s liability under this contract shall be strictly and only limited to the amount of royalty income that the seller shall receive from the buyer for the sale of the infringing article by the buyer. If the infringement is caused by the mixing, addition or modification of the goods by the buyer after delivery, or by the use of the goods when the method is implemented, the seller is not obliged to defend and bear no responsibility for the costs or damages. If any item manufactured and supplied by the Seller is found to be infringing a valid ______ national patent and the Seller is prohibited from using the patent, or if the Seller believes that the infringement is likely to occur, the Seller will make every reasonable effort to make the following measures at its own expense. select:
Obtaining the buyer’s right to use such items without infringement liability, or
Replace or modify such items with non-infringing substitutes that otherwise substantially comply with all the provisions of this contract, or
After the items are returned, the purchase price and shipping cost of the items are refunded. If an allegation of infringement occurs before the delivery is completed, the seller has the right to refuse further shipment and does not constitute a breach of contract. If the seller has not been prohibited from selling the goods to the buyer, the seller may supply the goods to the buyer at the request of the buyer, in which case the buyer shall be deemed to have made the same patent compensation as described above in this contract to the seller. Guarantee.
If a person alleges that the goods manufactured by the seller in accordance with the buyer's specifications infringes the valid ______ national patent and uses this as a basis for bringing a lawsuit or procedure to the seller, the buyer shall be deemed to have made the same patent compensation guarantee to the seller.
The Buyer shall promptly notify the Seller of the infringement of the intellectual property rights granted to the Buyer under this Contract. If a third party infringes on such intellectual property rights, the parties shall cooperate with each other and take appropriate actions to stop the infringement. The foregoing is the sole responsibility of both parties to the infringement of patents, copyrights, masks, trade secrets, trademarks and other proprietary rights, and supersedes all warranties made in respect of them including the non-infringement guarantees set forth in ______ .
21. Limits of responsibility
The Buyer agrees that if the Buyer makes any claim for any system or system component delivered, or fails to deliver such system or system components, the Seller shall not, under any circumstance, exceed the amount for which such claim is filed. Damages to the purchase price of the system or system components. In no event shall Seller be liable for loss of profits, loss of use, business interruption, or any kind of indirect, special or consequential loss.
22. Force majeure
“Force Majeure” means natural phenomena, fires, accidents, fires, earthquakes, strikes or factory closures, disturbances, riots or disturbances, embargoes, wars, any future laws, orders, regulations or other government actions, delays in transportation, energy Delays in delivery due to shortages, shortage of raw materials or sellers' suppliers outside the seller's reasonable control. If the cause of force majeure prevents, limits, delays or interferes with the seller’s performance of this contract, the seller’s performance of the delay or block of force majeure shall be waived, but the seller shall take reasonable measures to avoid or eliminate the cause of the non-performance, and Once such reasons are removed, the seller shall continue to perform the terms originally affected by the reasons for the elimination.
23. Termination
The buyer or seller shall have the right to terminate this contract if: the other party transfers its rights for the benefit of the creditor, or a manager, bankruptcy custodian or similar officer is designated to manage all or any part of the property or business of that party, Or the party was declared bankrupt.
If the buyer negligently or fails to pay in accordance with the terms of this contract and the situation is not remedied within ______ business days after the written notice to the buyer, the seller shall have the right to terminate this contract. The seller may extend the time limit for the buyer’s remedy.
24. Do not give up rights
A party to this contract is excused from pursuing a breach or failure to perform any provision of this contract, or one or more of the parties failing to enforce any provision of this contract or exercising any right or privilege under this contract shall not be construed as a breach of any subsequent Or not to waive, or to waive any such terms, rights or privileges under this contract.
25. Notice
All notices, requests or other communications that may be sent by one party to the other party in accordance with this contract shall be made in writing. The mailing addresses of the parties are as follows:
During the period of this contract, all communications between the parties shall be conducted in English.
26. Applicable law and dispute resolution
Except for the choice of law or the payment of attorney's fees, this contract shall be governed by the ______ law and shall be interpreted in accordance with ______ law.
Negotiation. In the event of a dispute relating to the validity, interpretation or enforcement of this contract or any of its affiliated files, the parties shall first seek to resolve the dispute through friendly negotiation, if the dispute is not resolved within ______ days after the negotiation is initiated by the other party If the method is resolved, either party may submit the dispute to arbitration in accordance with the provisions of Article 26.
arbitration. The arbitration shall be conducted in the Suzhou Arbitration Commission, and the arbitration shall be conducted in accordance with the rules of the Arbitration Commission.
Arbitration program
In the arbitration process, the following specific provisions shall apply:
1. All procedures for the arbitration shall be conducted in English;
2. The arbitrators are three and are fluent in English. The buyer and the seller each appoint an arbitrator. The third arbitrator appointed by the director of the Suzhou Arbitration Commission and served as the chief arbitrator of the arbitral tribunal;
3. The arbitration fee shall be borne by the losing party;
4. In the event of any dispute and arbitration of any dispute, the parties will continue to exercise the remaining rights under this contract in addition to the dispute, and perform the remaining obligations under this contract;
5. The arbitral award shall be final and binding on both parties. The parties agree to be bound by it and take all necessary measures to enforce the arbitral award. Any court of competent jurisdiction may decide on the arbitral award or may apply to the court for judicial recognition of the arbitral award and issue an enforcement order. If the arbitral award or the judgment made in respect of the ruling is requested to be judicially recognized and an enforcement order is issued, the parties expressly waive the right to object, including any defence that the party otherwise has on the grounds of immunity of the sovereign state.
27. Binding
These terms and conditions are binding on the parties to the contract, their successors and the permitted assignee and are entered into for their benefit.
28. The entire contract
The terms and conditions contained in this contract include all agreements and consensus reached by the parties with respect to the subject matter of this contract, and merge and replace all previous agreements, consensuses and statements. Any additions or modifications, unless made in writing and signed by both parties to this contract, are void. This contract is made in English, the original is in quadruplicate and each party holds two copies.
29. Expiration of the contract period
This contract expires on ______ from the effective date.
Both parties formally sign this contract on the date specified on the homepage to prove it.
Seller buyer
Signature: ______ Signature: ______
Name: ______ Name: ______
Position: ______ Position: ______
Date: ______ Date: ______
Subsidiary file system component
Subsidiary file 2 Delivery and installation schedule
Subsidiary file three Price and payment terms
Attachment File IV Product Description and Specifications
Subsidiary file five seller software license contract
Article 5 of this Attachment stipulates that in the case where a number of computer software specified below are used as part of or used by the seller under the system provided by the contract, the seller will license the system to the buyer.
1. Grant of license
The Seller hereby grants to the Buyer a non-transferable, non-exclusive license to use and reproduce the Software Programs set forth in Section 10 of this License Agreement and the Product Specifications in accordance with the terms and conditions of this Attachment, and Licensee hereby hereby the terms and conditions of this Attachment File. Accept the license. The programs listed in Section 10 of this License Agreement that constitute the ________ Control System, together with any copies, copies or excerpts thereof, are collectively referred to as "programs" in this Attachment. No license is granted, whether express or implied, except as specifically provided in this Attachment.
2. Use restrictions
The licensee may only use the program for the computer provided by the seller as part of each system in accordance with the terms of this contract, with the exception that if the ________ system computer fails to operate due to a malfunction, or is undergoing maintenance maintenance, engineering design changes, special parts If the operation cannot be performed during the model transformation, the program can also be used on the licensee's standby computer until the ________ system control computer is restored to the operational state. Licensee may only use the Program for direct internal operations and under no circumstances may the Program be used by others. No other program may be installed, operated or configured on the ________ system control computer hardware without the prior written consent of the seller. This also includes operating software or software that may be provided by the seller and that are not covered by this license.
3. Copy restrictions
Licensee may not copy the Program or any part thereof, except that the Licensee may copy the Program solely for the purpose of backing up, archiving and placing the Program in a suitable form of execution. All permitted copies must be clearly marked with the same restrictions on the licensor's ownership and copyright as the original licensee's program. Permitted copies should be kept in a safe manner.
4. Transfer restrictions
Licensee may not sell, transfer, license, transfer or otherwise provide the Program unless permitted by this Agreement and agreed in writing by Seller.
5. Ownership
Program property belongs to the licensor, and the title, ownership or technology of the program or any part thereof is not transferred to the licensee. Licensee acknowledges that the Program constitutes the licensor's Confidentiality, Proprietary Information and Trade Secrets, and that the Program is based on Licensee and Licensor under this Contract, regardless of whether the Program or any other part has obtained or may be subject to copyright and patents. Disclosure to the licensee.
6. Disclosure restrictions
Except as expressly permitted by this tributary file, Licensee shall not disclose or otherwise make available to the Third Party and any part of the Licensee that it is not necessary to authorize any employee to use the Program in the Business. Licensee shall take all reasonable and necessary steps to ensure that the Licensor does not disclose or otherwise provide the Program or any part thereof to any third party.
7. Guarantee
The licensor warrants that it has the right to grant the license granted in this License, and that the Program will operate in the manner described in the specification for a period of ________ years from the date of acceptance. The sole obligation of the licensor under this warranty is to correct or replace any program that has been found to be unsuitable for normal use. This warranty expressly disclaims all other express or implied warranties, including implied warranties of merchantability and fitness for a particular purpose. The licensor does not warrant that the Program and its associated files will meet the Licensee's requirements, that there are no errors, or that it will be able to operate without interruption, and that the entire risk of quality and performance is borne by the Licensee. In any event, the licensor is not liable for compensation for special, miscellaneous or consequential losses, even if the licensor has been notified that such losses are likely to occur.
8. Patent and copyright compensation guarantee
For litigation against the licensee, the licensor agrees to defend the licensee at its own expense, and the licensor will award damages and fees to the licensee in the final judgment of any of the above-mentioned litigations. The licensee compensates against damage, the scope of which is based on the claim that the use of the program within the scope of the license granted by this license constitutes an infringement of any patent or copyright in the ________ country. The conditions for applying the above provisions are that the licensee has notified the licensor in writing and in a timely manner, and allows the licensor to defend the litigation through his lawyer, giving the licensor all the information and assistance that the licensor can reasonably obtain. And authorization to enable the licensor to defend, and on the other hand, the licensor’s liability under this license is strictly and only limited to the licensor’s license from the licensee for the licensee’s sale of the infringing product. The licensee has the right to control the defense of any of the above actions and all negotiations, including the right to any settlement or compromise. If the program is found to constitute infringement in any lawsuit, the use of the program is prohibited and the licensor may choose to undertake any of the following at its own expense:
Try to obtain the licensee's right to continue using the program;
Replace or modify the program so that it no longer constitutes infringement and essentially performs the same service with the same quality;
The licensee is given a credit after the program is returned to the licensor, but the depreciation charges for use, damage and obsolescence are deducted from it. The licensor is not responsible for any request for copyright or patent infringement based on one of the following:
It was not the release of the program that was not changed at the time;
The licensee stops the operating system;
The licensee did not pay any license fee in accordance with Attachment File III or failed to comply with the terms and conditions of this License, and continued to reach ________ days after written notice of correction. Upon termination of this Agreement by the above item or item, the Licensee shall promptly return the Program and all copies thereof to the Licensor and shall, within ________ months after termination, submit to the Licensor a written statement certifying receipt from the Licensor的程式和任何有關材料的原件或者就該許可所製作的複製件、摘錄均已還給許可人或者銷毀。
9.所許可的程式
按本許可契約許可的程式如下：
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10.配置和安裝
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程式安裝日期：＿＿＿＿＿＿＿＿
安裝者簽字：＿＿＿＿＿＿＿＿
被許可人簽字：＿＿＿＿＿＿＿＿
本許可契約與契約條款有矛盾的，以本許可契約為準。
附屬檔案六 最終用戶軟體分許可契約
賣方與“用戶”已簽訂一份由用戶從賣方購買某些設備和軟體的契約。整個軟體及其任何部分均受數字設備公司向賣方授予的許可約束。按照設備公司和賣方簽訂的原設備製造商契約，賣方被授權批准設備公司軟體程式最終用戶分許可契約。因此，賣方同意按照下列條件和條件向客戶授予分許可，而用戶同意按照下列條款和條件接受該項分許可：
1.標準許可條款
A.軟體許可的授予
一旦用戶訂單已全部付款，賣方即應視為已向用戶授予以下規定的軟體許可。對用戶的許可持續到按本契約規定終止之時為止。賣方向用戶授予的許可以及用戶在本契約項下的義務受本條款和條件支配。除本契約規定的以外，賣方未授予任何軟體許可，不論是明示的還是默示的。
B.軟體執行
本軟體許可契約附錄一列明了軟體本身以及可以在上面執行軟體的處理機或配置設備。“經許可的處理機”一詞是指許可中具體規定的、具有以下任一情形的處理機或配置設備：
i.其序號在賣方提供的賣方許可證或軟體許可訂單確認書上已有具體規定的；
ii.如果沒有這種具體規定，軟體按照許可首次在其上面執行的。
用戶可以在經許可的處理機上執行軟體，而且只有在經許可的處理機上執行軟體所需的範圍內，可以裝入、複製或傳送軟體，但有以下兩種例外：
i.在因發生故障而無法在經許可的處理機上執行軟體期間，用戶可以暫時在另一單個處理機或配置設備上執行軟體，並在暫時執行所需的範圍內裝入、傳送或者複製軟體；
ii.用戶可以按照＿＿＿＿＿＿＿＿國著作權法的規定製作軟體存檔複製件。
C.修改與合併
用戶可以：
修改軟體，或者
將已修改或未修改的軟體併入其他軟體，以便形成只是為了在經許可的處理機上執行軟體所要的適配件。上述適配件中所含的軟體任何部分繼續受本條款和條件約束。
D.軟體的使用
1.在按本契約執行分許可所需的範圍內，用戶可以將軟體提供給其雇員和代理人使用。除本D款所指明的以外，用戶不得以任何形式將軟體提供給任何一方使用。
2.軟體含有任何保密或商業秘密資料的範圍內的，軟體及其所含的資料即按保密關係許可給用戶。用戶明確承認這種保密關係的存在，並同意按本契約規定對軟體和資料予以保密。
E.個人和非排他性的許可
用戶的分許可是給用戶個人的和非排他性質的，未經設備公司明示同意，不得轉讓。
F.記錄
1.用戶應做出完整、準確的記錄，
用以辨認軟體和經許可的處理機；
標明軟體位置。如賣方要求，用戶應向賣方提供有關的記錄，如賣方有理由認為，軟體已在許可期間提供給任何第三方或者在任何其他處理機或配置設備上執行，用戶應向許可人解釋說明。
2.用戶同意在軟體的所有完整或部分複製件、適配件或傳送件上複製設備公司的著作權通知及其他所有法律通知，包括其他所有權通知和政府機構
要求進行的通知。
G.許可限制；反向設計
賣方未向用戶或任何第三方轉讓任何軟體的產權或所有權。除本條款和條件明確規定的以外，用戶不得執行、使用、複製或修改軟體，或者採取與設備公司對軟體的智慧財產權不符的行動。用戶不得以反向設計軟體或者反向設計軟體的任何硬體、固件執行為目的，拆編、反裝、分析或以其他方式研究軟體。
2.許可終止
A.如果用戶疏忽或者未能履行、遵守其在本條款和條件項下對設備公司或賣方承擔的任何義務，而且這種情況在書面通知用戶後30日內得到糾正，則賣方或設備公司可以終止在本契約項下所授予的任何許可和已發出的任何軟體訂單。
B.終止，不論是賣方、設備公司終止的還是用戶終止的，都適用於許可在經許可的處理機上執行的所有軟體著作權。
C.在用戶所作的任何終止生效之前，賣方或者設備公司作出任何終止的，用戶應
交還賣方或者設備公司提供的任何許可證；
銷毀用戶所掌握的各種軟體版本的所有複製件；
賣方：
簽署：＿＿＿＿＿＿＿
簽約日期：
買方：
簽署：＿＿＿＿＿＿＿
簽約日期：
In view of the fact that the seller has been engaged in the design, production and sales of the ______ system for many years and has provided services for the system, and is further developing;
Whereas the buyer is willing to establish a ______ system;
In view of the introduction of the ______ system, the level of science and technology will be improved, the quality and type of ______ will be improved, training opportunities will be provided in the use and service of advanced technology products, and the rights and dignity of workers will be promoted by creating an equal and positive working environment. The Chinese people contribute;
In view of the principle of equality and mutual benefit, after friendly negotiation, the buyer has decided that it is willing to become the user of the ______ system, and the seller is willing to provide such systems for the buyer to use.
Therefore, in consideration of the mutual clauses and agreements contained in this contract, the two parties hereby agree as follows:
1. The agreement between the parties consists of the terms and conditions stipulated in this contract and the subsidiary files mentioned below:
Subsidiary file system component
Subsidiary file 2 Delivery and installation schedule
Subsidiary file three Price and payment terms
Attachment File IV Product Description and Specifications
Subsidiary file five seller software license contract
Subsidiary file six software sub-license contract
Subsidiary file seven lease contract
2. Definition
The following words shall have the following meanings in this contract:
Commercial ______ system:
User ______ system:
Control computer: Refers to the ______ system component used by the buyer for the ______ system and its control.
______: A registered trademark of the seller that the seller uses to indicate an earlier version of the ______ system for production and sale.
______II: Refers to a later version of the ______ system, which the seller uses to refer to the system as the subject of this contract.
System: Refers to the seller's ______ system.
Standard converter:
3. System provision
The Seller provides a system in accordance with the product description and specifications and delivery and installation schedules as part of this contract, and the Buyer pays for the system in accordance with the price and payment terms as part of this contract.
Before the ______ system ordered by the buyer can be used, the seller shall lease the system to the buyer in accordance with the terms stipulated in the lease contract of the sub-file of this contract. The Buyer acknowledges and agrees that the Seller may, at its discretion, provide the ______ system ordered by the Buyer by improving the ______ system leased to the Buyer, providing a different system or combining the two systems described above.
4. Delivery and installation
The system is delivered according to the delivery schedule specified in Subsidiary File 2. Shipping costs will be added to the seller’s invoice and paid by the buyer. The buyer has the right to appoint the carrier and notify the seller in writing of the carrier of its choice. If the buyer does not notify the seller of the carrier of its choice, the seller will pick the carrier. However, the seller shall not be liable for any carriage and shall not be deemed to be the agent of the seller. The seller is not obliged to obtain insurance for the buyer unless requested by the buyer.
The seller or its designated service provider shall install the ______ system on the facilities designated by the buyer within the territory of the People's Republic of China. The installation fee should be added to the seller’s invoice and paid by the buyer. The Buyer shall be responsible for completing any necessary site preparations and modifications to the Buyer's facilities on time, in accordance with the installation schedule specified in this Contract, in accordance with the specifications specified in the Site Preparation Guide pre-delivered to the Buyer. When necessary, the buyer shall provide other test equipment and materials in accordance with the site preparation guidelines. The Buyer shall be responsible for all such facilities, preparations, equipment, supplies, and the licenses and approvals required for such purposes and shall pay for them.
5. Compliance with the export control laws of the country where the seller is located
The seller agrees to apply for all products and technologies purchased by the buyer from the seller, ______ all necessary for the export of products and technology to China ______ government export license, consent and approval. If, to the best of its utmost effort, the Seller is unable to obtain any and all licenses, consents and approvals necessary for the legal export of such products and technologies from ______ to China, the Contract shall terminate immediately, the Seller shall be exempt from performance and the Buyer shall render the Seller harmless.
The buyer is committed to comply with the ______ export laws and regulations and agrees that the buyer will not knowingly without the necessary ______ government approval.
Directly or indirectly exporting any direct product derived from ______ technical material, software or technical data obtained from the seller at any time when the export ______ government or any of its agencies require export authorization or other government approval;
Any technical data or software derived from ______ obtained from the seller to the nationals of the ______ government or any of its agencies that require export licenses or other government approvals.
6. Ownership and risk of loss
The ownership and loss of all items purchased under this contract shall be transferred to the seller at the location of the seller's facility and after the goods are delivered to the carrier. Before the purchase price is fully paid, the buyer grants the seller a security interest in the system as a guarantee for the buyer to pay in accordance with this contract. The loss or damage to the system or any part of it, after delivery to the carrier, shall be the responsibility of the buyer. After the risk of loss is transferred to the buyer, the seller shall be entitled to the full purchase price of any item lost or damaged.
7. Acceptance test and acceptance
The acceptance test of the system shall be carried out in accordance with the seller's acceptance test program. The seller and its designated service provider shall perform acceptance tests in accordance with the aforementioned test procedures. If any of these tests are not completed successfully, the seller or its designated service provider shall evaluate the test and make any adjustments or corrections to the system to enable the system to operate to specifications. At the beginning of all such tests, the buyer shall be given reasonable prior notice and the buyer shall be given a reasonable opportunity to observe all such tests.
The term "successful completion", when used in this contract for any test aspect, refers to the successful completion of such tests specified in a particular test program, and all references to the tests refer to the seller acceptance test program. Test.
For the purpose of Subsidiary File 3, the acceptance of the system shall be deemed to have been carried out when all tests specified in the system's acceptance test program have been successfully completed at the Buyer's facility location.
The seller represents and warrants that the seller will deliver a complete, accurate and efficient system to the buyer. The system is capable of meeting the specifications specified in the product description and specifications and is demonstrated by the successful completion of the system acceptance test. Successful completion should be considered as definitive evidence that the system is complete, accurate, effective and capable of meeting the specifications stated in the specification.
8. Shipment and acceptance
If the system or any part thereof has been prepared for shipment or installation as specified on Attachment Archive II, such shipment or installation delays are exceeded at the request of the Buyer or because the Buyer is unable to provide the facilities, test equipment or supplies necessary for acceptance or installation of the System ______ calendar days, the seller can notify the buyer according to its choice, the system or any part of it as a de facto shipment, delivery and installation. In addition, the Buyer shall compensate the Seller for all storage or other charges resulting from such delays.
______ days after the general shipment is made, the seller has the right to issue an invoice to the buyer for the following payment according to the delivery conditions stipulated in the attached file of this contract:
The 100% purchase price of the commercial ______ system shipped to the market: and
As far as the ______ system is concerned, for the amount of the due amount of the system that has been actually shipped, the balance is invoiced at the acceptance.
At any time before or after the date of shipment or installation specified in Subsidiary Archives II, the buyer shall have passed the acceptance of the system or any part thereof in any of the following circumstances:
The buyer decides and informs the seller in writing that the system is suitable to begin the operation that the buyer intends to use the system;
The system has begun operations that the buyer intends to use with the system.
Qualified acceptance shall have the same result as Article 8 above, but the due amount of the ______ system shall be the difference between the amount paid so far and the amount due after acceptance of 90%, and the balance shall be invoiced after acceptance.
Shipment and acceptance will not relieve the seller of any liability under this contract, including the successful completion of the acceptance test and the correction of defects or defects in accordance with the terms and conditions of this contract.
9. Taxation
The price of the sales equipment and repair and installation services provided in China does not include all payment, customs duties, sales tax, use tax, domestic consumption tax, value added tax and similar taxes. The buyer shall bear and pay the above taxes. Any taxes required to be collected or paid by the seller for the sale, delivery or use of the system shall be paid by the buyer and shall be payable upon delivery of the system. The Buyer agrees to indemnify the Seller against any damages caused by the Buyer’s negligence and inaction or the Buyer’s breach or non-compliance with this Article 9, so that the Seller is not harmed and defended.
10. Payment
As the seller provides the entire consideration of the contract system and all related articles in accordance with this contract, the buyer shall pay the system purchase price specified by the seller in the attached file III.
Payment shall be made in accordance with Sub-File 3.
If the buyer does not pay when the invoice amount or any part thereof expires, the buyer expressly agrees to pay the seller the interest from the due date to the payment date for all such amounts at the annual interest rate of 18% or the maximum rate permitted by law. .
11. Operation manual and other materials / training
Seller shall provide a User Guide with each commercial ______ system.
The seller shall provide the buyer with all three operating manuals and installation instructions for the ______ system.
After the system is installed, the seller or its designated service provider shall provide the buyer's employees with a training course of ______ days during the use and operation of the system.
12. System guarantee
The seller represents and warrants that the seller is the owner or beneficial licensee of all intellectual property rights granted, leased or sold to the buyer in this contract, and the seller has the right to license, lease or sell the aforementioned intellectual property rights to the buyer. The Vendor warrants that the systems and all equipment and related software provided under this Contract have no defects in quality and workmanship for one year after the date of acceptance, except for the commercial and user ______ systems, the warranty period for both shall be the period after the date of shipment. One year. During this period, the Seller shall repair, replace and reinstall the ______ system or any defective part thereof at the Buyer's site free of charge. The seller warrants that it does not include the control computer operating system software contained in the control computer or system, but the seller shall transfer to the buyer any manufacturer's warranty on the control computer operating system software contained in the control computer or system. If there is no such transfer guarantee for a period of one year after the acceptance date, the seller shall purchase the hardware and software maintenance renewal contract for the control computer and operating system software for the benefit of the buyer and as part of the purchase price, instead of guaranteeing The maintenance renewal contract shall be for one year after the acceptance date. If repairs and replacements are caused by defects other than the warranty or normal use and regular installation, the buyer shall pay the seller all the services and supplies provided by the seller to correct the defects.
The guarantees set forth in this contract apply only to items that are routinely installed, used normally, and found to be defective during the warranty period. Such warranties shall not apply to items that have been modified, altered or misused, accidentally caused, negligent or improperly used without the written consent of the seller.
The warranties set forth in this contract supersede all other express or implied warranties of performance for the system, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. The sole remedy of the Buyer for any breach of the Seller's breach of this contract shall be the repair and replacement performed by the Seller for the performance of such warranties. The Seller shall not be liable at any time for any loss of audiovisual or data signals, business interruption or special, indirect or consequential damage of any kind or nature. The seller is not liable for delays in fulfilling the obligations under this section resulting from the buyer’s fault or fault.
13. Non-warranty repair and spare parts support
in
System acceptance is ______ years, or
The seller shall provide repair services and/or spare parts for the system before the date the buyer ceases to operate the system. The parties understand that for spare parts and repairs that are not covered by the warranty, the seller shall charge the price of the raw materials or spare parts at that time and issue an invoice as soon as possible after the completion of the work. Under this contract or other contract, the seller is not obliged to provide further spare parts or repair services to anyone who has not paid in time for any such spare parts or repairs.
After the support period, the seller may notify the buyer six months in advance of the written request to suspend the supply of spare parts or repair services for the system, and may suspend the offer. However, the seller can choose one of the following.
To grant the Buyer a non-exclusive license to manufacture any such system components for the sole purpose of self-use and not for sale, and to provide Buyer with all necessary files, specifications, drawings and other materials;
Allows the buyer to have the opportunity to purchase the full amount of spare parts that he or she considers to be necessary for system repair and support.
For the purposes of this contract, if within ______ months after the shipment of the ______ system, the buyer does not use the system provided by the seller on the normally used instrument, as part of its normal use, compile or demultiplex the signal code, for a total of at least ______ hours, or within ______ months after such shipment, the buyer does not use the system provided by the seller on the normal used instrument for every ______ months, compiling or decoding the signal code as part of its normal use, total At least ______ hours, the buyer shall be deemed to "stop system operation".
14. Maintenance renewal
Before the expiration of the warranty period of the ______ system specified in this contract, the seller and/or its designated service supplier shall provide the buyer with an opportunity to sign a ______ system maintenance renewal contract and may continue for one year.
15. System License
The operating system software of the control computer is provided to the buyer in accordance with the conditions and terms of the operating system licensor's sub-licensing as stipulated in sub-file 5 of this contract.
All vendor software required for system operation is provided to the Buyer under the licenses specified in Attachment 4 of this contract.
This contract does not give technology transfer or transfer in connection with any product, system, or any ownership owned by the seller or licensed by the seller. Under this contract, no sublicense is granted, nor can it be inferred or implied.
16.______ System security requirements The parties agree to develop a security plan for the ______ system. To prevent the system from being stolen or otherwise disclosed during shipment, storage, operation or other activities related to this contract, the plan is to be established. And keep the security program. The current ______ system security requirements have been previously provided to the buyer. The Buyer agrees to adopt and comply with and to motivate its agents to adopt and comply with alternative and supplemental safety requirements as recommended by the Seller from time to time.
17. Time for equipment to be ordered in advance
As the equipment subject to this contract, the delivery date is specified in Attachment File 2. Advance order time for other equipment
as follows:
The buyer will provide ______ months of use for the equipment that you wish to deliver. The head used ______ months is considered to be an order, and if the order is cancelled, the cancellation order is stipulated in the attached file.
18. Mutual declaration
The parties declare and warrant that:
It is formally established and registered in its state or domestically and in accordance with the provisions. It has the power and authority to sign and perform this contract and any other agreements and files with which it is signed and submitted.
Its signature, submission and performance of the file has been formally authorized through all necessary actions.
19. Confidentiality
The Buyer agrees to use at least the same cautions and precautions as the Buyer uses in his own proprietary information, any materials or data disclosed to the Buyer that contain proprietary information and are marked as “Proprietary” or “Confidential”, the Seller’s drawings and The software is kept secret, but in any case, caution should not be less than reasonable. You may not copy, disclose or use such materials or data without the written permission of the seller. These obligations do not apply to any of the following materials or data: materials or data that belong to or become publicly available without violating this section; materials or data that the buyer legally obtains from third parties; the buyer independently developed and did not Data or data that benefit from the data. The seller is not obligated to provide confidential or proprietary information;
The buyer’s obligations under this section shall survive the termination or expiration of this contract. All tangible and proprietary information provided by the seller to the buyer belongs to and remains the property of the seller and shall be returned to the seller upon request by the seller;
Except as expressly provided in this contract, the parties agree that the disclosure of confidential or proprietary information by the seller does not imply a license to the seller to grant the seller any patent, trade secret or copyright;
Neither party may use the name of the other party, its parent company, company, or other affiliates or any trademark or trade name in any sales, advertising, public relations activities or in any other form without the express consent of the other party.
20. Compensation
Each party shall, in accordance with the provisions of this contract, perform all losses, damages, liabilities, expenses, expenses, claims, suits, claims, litigation actions, causes of action, etc. caused by or in connection with its obligations under this contract. Procedures, judgments, assessed taxes, amounts owed, and charges to compensate the other party, the other party's shareholders, directors, officers, employees, agents, designated persons, assignees, or any of them, are not harmed, and Without limiting the foregoing, the Buyer shall also compensate the Seller for any of the above-mentioned matters arising out of or in connection with the following:
If a third party files a claim for compensation by a party under this contract, one party shall notify the other party as soon as practicable, but in any event no later than the ______ day after receipt of the request. The failure of the compensated party to give notice does not preclude it from seeking compensation under this contract, unless the notice is not given to enable the compensator to materially influence the claim. The compensating party shall promptly defend the claim, and the compensated party shall cooperate with the compensating party in the defense of the claim, including settlement of the matter in accordance with the principles stipulated by the compensating party. If the compensating party fails to defend the compensated party after receiving the notice of the claim, the compensated party shall have the right to defend, compromise or settle the claim, and the expenses shall be borne by the compensating party. After taking the defense of the claim, the indemnifier may make a settlement, compromise or defense, at its discretion. Notwithstanding anything to the contrary in this section, in the event of a claim, claim, proceeding or program against the buyer based on the assertion that the goods manufactured and sold by the seller to the buyer infringe any third party's ______ national patent, copyright, mask, trademark , trade secrets or any other intellectual property rights, the seller will defend the buyer against the lawsuit, claim, litigation or procedure, and will pay the final judgment to determine the damages and expenses borne by the buyer, as well as the actual expenses and expenses of the buyer, The stipulated condition is that the seller is promptly informed of the occurrence of the allegation of infringement, and that each copy of the communication, notice or other litigation documents related to the alleged infringement has exclusive control over the defense and compromises on the lawsuit or procedure or The exclusive right of settlement; however, the seller’s liability under this contract shall be strictly and only limited to the amount of royalty income that the seller shall receive from the buyer for the sale of the infringing article by the buyer. If the infringement is caused by the mixing, addition or modification of the goods by the buyer after delivery, or by the use of the goods when the method is implemented, the seller is not obliged to defend and bear no responsibility for the costs or damages. If any item manufactured and supplied by the Seller is found to be infringing a valid ______ national patent and the Seller is prohibited from using the patent, or if the Seller believes that the infringement is likely to occur, the Seller will make every reasonable effort to make the following measures at its own expense. select:
Obtaining the buyer’s right to use such items without infringement liability, or
Replace or modify such items with non-infringing substitutes that otherwise substantially comply with all the provisions of this contract, or
After the items are returned, the purchase price and shipping cost of the items are refunded. If an allegation of infringement occurs before the delivery is completed, the seller has the right to refuse further shipment and does not constitute a breach of contract. If the seller has not been prohibited from selling the goods to the buyer, the seller may supply the goods to the buyer at the request of the buyer, in which case the buyer shall be deemed to have made the same patent compensation as described above in this contract to the seller. Guarantee.
If a person alleges that the goods manufactured by the seller in accordance with the buyer's specifications infringes the valid ______ national patent and uses this as a basis for bringing a lawsuit or procedure to the seller, the buyer shall be deemed to have made the same patent compensation guarantee to the seller.
The Buyer shall promptly notify the Seller of the infringement of the intellectual property rights granted to the Buyer under this Contract. If a third party infringes on such intellectual property rights, the parties shall cooperate with each other and take appropriate actions to stop the infringement. The foregoing is the sole responsibility of both parties to the infringement of patents, copyrights, masks, trade secrets, trademarks and other proprietary rights, and supersedes all warranties made in respect of them including the non-infringement guarantees set forth in ______ .
21. Limits of responsibility
The Buyer agrees that if the Buyer makes any claim for any system or system component delivered, or fails to deliver such system or system components, the Seller shall not, under any circumstance, exceed the amount for which such claim is filed. Damages to the purchase price of the system or system components. In no event shall Seller be liable for loss of profits, loss of use, business interruption, or any kind of indirect, special or consequential loss.
22. Force majeure
“Force Majeure” means natural phenomena, fires, accidents, fires, earthquakes, strikes or factory closures, disturbances, riots or disturbances, embargoes, wars, any future laws, orders, regulations or other government actions, delays in transportation, energy Delays in delivery due to shortages, shortage of raw materials or sellers' suppliers outside the seller's reasonable control. If the cause of force majeure prevents, limits, delays or interferes with the seller’s performance of this contract, the seller’s performance of the delay or block of force majeure shall be waived, but the seller shall take reasonable measures to avoid or eliminate the cause of the non-performance, and Once such reasons are removed, the seller shall continue to perform the terms originally affected by the reasons for the elimination.
23. Termination
The buyer or seller shall have the right to terminate this contract if: the other party transfers its rights for the benefit of the creditor, or a manager, bankruptcy custodian or similar officer is designated to manage all or any part of the property or business of that party, Or the party was declared bankrupt.
If the buyer negligently or fails to pay in accordance with the terms of this contract and the situation is not remedied within ______ business days after the written notice to the buyer, the seller shall have the right to terminate this contract. The seller may extend the time limit for the buyer’s remedy.
24. Do not give up rights
A party to this contract is excused from pursuing a breach or failure to perform any provision of this contract, or one or more of the parties failing to enforce any provision of this contract or exercising any right or privilege under this contract shall not be construed as a breach of any subsequent Or not to waive, or to waive any such terms, rights or privileges under this contract.
25. Notice
All notices, requests or other communications that may be sent by one party to the other party in accordance with this contract shall be made in writing. The mailing addresses of the parties are as follows:
During the period of this contract, all communications between the parties shall be conducted in English.
26. Applicable law and dispute resolution
Except for the choice of law or the payment of attorney's fees, this contract shall be governed by the ______ law and shall be interpreted in accordance with ______ law.
Negotiation. In the event of a dispute relating to the validity, interpretation or enforcement of this contract or any of its affiliated files, the parties shall first seek to resolve the dispute through friendly negotiation, if the dispute is not resolved within ______ days after the negotiation is initiated by the other party If the method is resolved, either party may submit the dispute to arbitration in accordance with the provisions of Article 26.
arbitration. The arbitration shall be conducted in the Suzhou Arbitration Commission, and the arbitration shall be conducted in accordance with the rules of the Arbitration Commission.
Arbitration program
In the arbitration process, the following specific provisions shall apply:
1. All procedures for the arbitration shall be conducted in English;
2. The arbitrators are three and are fluent in English. The buyer and the seller each appoint an arbitrator. The third arbitrator appointed by the director of the Suzhou Arbitration Commission and served as the chief arbitrator of the arbitral tribunal;
3. The arbitration fee shall be borne by the losing party;
4. In the event of any dispute and arbitration of any dispute, the parties will continue to exercise the remaining rights under this contract in addition to the dispute, and perform the remaining obligations under this contract;
5. The arbitral award shall be final and binding on both parties. The parties agree to be bound by it and take all necessary measures to enforce the arbitral award. Any court of competent jurisdiction may decide on the arbitral award or may apply to the court for judicial recognition of the arbitral award and issue an enforcement order. If the arbitral award or the judgment made in respect of the ruling is requested to be judicially recognized and an enforcement order is issued, the parties expressly waive the right to object, including any defence that the party otherwise has on the grounds of immunity of the sovereign state.
27. Binding
These terms and conditions are binding on the parties to the contract, their successors and the permitted assignee and are entered into for their benefit.
28. The entire contract
The terms and conditions contained in this contract include all agreements and consensus reached by the parties with respect to the subject matter of this contract, and merge and replace all previous agreements, consensuses and statements. Any additions or modifications, unless made in writing and signed by both parties to this contract, are void. This contract is made in English, the original is in quadruplicate and each party holds two copies.
29. Expiration of the contract period
This contract expires on ______ from the effective date.
Both parties formally sign this contract on the date specified on the homepage to prove it.
Seller buyer
Signature: ______ Signature: ______
Name: ______ Name: ______
Position: ______ Position: ______
Date: ______ Date: ______
Subsidiary file system component
Subsidiary file 2 Delivery and installation schedule
Subsidiary file three Price and payment terms
Attachment File IV Product Description and Specifications
Subsidiary file five seller software license contract
Article 5 of this Attachment stipulates that in the case where a number of computer software specified below are used as part of or used by the seller under the system provided by the contract, the seller will license the system to the buyer.
1. Grant of license
The Seller hereby grants to the Buyer a non-transferable, non-exclusive license to use and reproduce the Software Programs set forth in Section 10 of this License Agreement and the Product Specifications in accordance with the terms and conditions of this Attachment, and Licensee hereby hereby the terms and conditions of this Attachment File. Accept the license. The programs listed in Section 10 of this License Agreement that constitute the ________ Control System, together with any copies, copies or excerpts thereof, are collectively referred to as "programs" in this Attachment. No license is granted, whether express or implied, except as specifically provided in this Attachment.
2. Use restrictions
The licensee may only use the program for the computer provided by the seller as part of each system in accordance with the terms of this contract, with the exception that if the ________ system computer fails to operate due to a malfunction, or is undergoing maintenance maintenance, engineering design changes, special parts If the operation cannot be performed during the model transformation, the program can also be used on the licensee's standby computer until the ________ system control computer is restored to the operational state. Licensee may only use the Program for direct internal operations and under no circumstances may the Program be used by others. No other program may be installed, operated or configured on the ________ system control computer hardware without the prior written consent of the seller. This also includes operating software or software that may be provided by the seller and that are not covered by this license.
3. Copy restrictions
Licensee may not copy the Program or any part thereof, except that the Licensee may copy the Program solely for the purpose of backing up, archiving and placing the Program in a suitable form of execution. All permitted copies must be clearly marked with the same restrictions on the licensor's ownership and copyright as the original licensee's program. Permitted copies should be kept in a safe manner.
4. Transfer restrictions
Licensee may not sell, transfer, license, transfer or otherwise provide the Program unless permitted by this Agreement and agreed in writing by Seller.
5. Ownership
Program property belongs to the licensor, and the title, ownership or technology of the program or any part thereof is not transferred to the licensee. Licensee acknowledges that the Program constitutes the licensor's Confidentiality, Proprietary Information and Trade Secrets, and that the Program is based on Licensee and Licensor under this Contract, regardless of whether the Program or any other part has obtained or may be subject to copyright and patents. Disclosure to the licensee.
6. Disclosure restrictions
Except as expressly permitted by this tributary file, Licensee shall not disclose or otherwise make available to the Third Party and any part of the Licensee that it is not necessary to authorize any employee to use the Program in the Business. Licensee shall take all reasonable and necessary steps to ensure that the Licensor does not disclose or otherwise provide the Program or any part thereof to any third party.
7. Guarantee
The licensor warrants that it has the right to grant the license granted in this License, and that the Program will operate in the manner described in the specification for a period of ________ years from the date of acceptance. The sole obligation of the licensor under this warranty is to correct or replace any program that has been found to be unsuitable for normal use. This warranty expressly disclaims all other express or implied warranties, including implied warranties of merchantability and fitness for a particular purpose. The licensor does not warrant that the Program and its associated files will meet the Licensee's requirements, that there are no errors, or that it will be able to operate without interruption, and that the entire risk of quality and performance is borne by the Licensee. In any event, the licensor is not liable for compensation for special, miscellaneous or consequential losses, even if the licensor has been notified that such losses are likely to occur.
8. Patent and copyright compensation guarantee
For litigation against the licensee, the licensor agrees to defend the licensee at its own expense, and the licensor will award damages and fees to the licensee in the final judgment of any of the above-mentioned litigations. The licensee compensates against damage, the scope of which is based on the claim that the use of the program within the scope of the license granted by this license constitutes an infringement of any patent or copyright in the ________ country. The conditions for applying the above provisions are that the licensee has notified the licensor in writing and in a timely manner, and allows the licensor to defend the litigation through his lawyer, giving the licensor all the information and assistance that the licensor can reasonably obtain. And authorization to enable the licensor to defend, and on the other hand, the licensor’s liability under this license is strictly and only limited to the licensor’s license from the licensee for the licensee’s sale of the infringing product. The licensee has the right to control the defense of any of the above actions and all negotiations, including the right to any settlement or compromise. If the program is found to constitute infringement in any lawsuit, the use of the program is prohibited and the licensor may choose to undertake any of the following at its own expense:
Try to obtain the licensee's right to continue using the program;
Replace or modify the program so that it no longer constitutes infringement and essentially performs the same service with the same quality;
The licensee is given a credit after the program is returned to the licensor, but the depreciation charges for use, damage and obsolescence are deducted from it. The licensor is not responsible for any request for copyright or patent infringement based on one of the following:
It was not the release of the program that was not changed at the time;
The licensee stops the operating system;
The licensee did not pay any license fee in accordance with Attachment File III or failed to comply with the terms and conditions of this License, and continued to reach ________ days after written notice of correction. Upon termination of this Agreement by the above item or item, the Licensee shall promptly return the Program and all copies thereof to the Licensor and shall, within ________ months after termination, submit to the Licensor a written statement certifying receipt from the Licensor的程式和任何有關材料的原件或者就該許可所製作的複製件、摘錄均已還給許可人或者銷毀。
9.所許可的程式
按本許可契約許可的程式如下：
.
10.配置和安裝
.
程式安裝日期：＿＿＿＿＿＿＿＿
安裝者簽字：＿＿＿＿＿＿＿＿
被許可人簽字：＿＿＿＿＿＿＿＿
本許可契約與契約條款有矛盾的，以本許可契約為準。
附屬檔案六 最終用戶軟體分許可契約
賣方與“用戶”已簽訂一份由用戶從賣方購買某些設備和軟體的契約。整個軟體及其任何部分均受數字設備公司向賣方授予的許可約束。按照設備公司和賣方簽訂的原設備製造商契約，賣方被授權批准設備公司軟體程式最終用戶分許可契約。因此，賣方同意按照下列條件和條件向客戶授予分許可，而用戶同意按照下列條款和條件接受該項分許可：
1.標準許可條款
A.軟體許可的授予
一旦用戶訂單已全部付款，賣方即應視為已向用戶授予以下規定的軟體許可。對用戶的許可持續到按本契約規定終止之時為止。賣方向用戶授予的許可以及用戶在本契約項下的義務受本條款和條件支配。除本契約規定的以外，賣方未授予任何軟體許可，不論是明示的還是默示的。
B.軟體執行
本軟體許可契約附錄一列明了軟體本身以及可以在上面執行軟體的處理機或配置設備。“經許可的處理機”一詞是指許可中具體規定的、具有以下任一情形的處理機或配置設備：
i.其序號在賣方提供的賣方許可證或軟體許可訂單確認書上已有具體規定的；
ii.如果沒有這種具體規定，軟體按照許可首次在其上面執行的。
用戶可以在經許可的處理機上執行軟體，而且只有在經許可的處理機上執行軟體所需的範圍內，可以裝入、複製或傳送軟體，但有以下兩種例外：
i.在因發生故障而無法在經許可的處理機上執行軟體期間，用戶可以暫時在另一單個處理機或配置設備上執行軟體，並在暫時執行所需的範圍內裝入、傳送或者複製軟體；
ii.用戶可以按照＿＿＿＿＿＿＿＿國著作權法的規定製作軟體存檔複製件。
C.修改與合併
用戶可以：
修改軟體，或者
將已修改或未修改的軟體併入其他軟體，以便形成只是為了在經許可的處理機上執行軟體所要的適配件。上述適配件中所含的軟體任何部分繼續受本條款和條件約束。
D.軟體的使用
1.在按本契約執行分許可所需的範圍內，用戶可以將軟體提供給其雇員和代理人使用。除本D款所指明的以外，用戶不得以任何形式將軟體提供給任何一方使用。
2.軟體含有任何保密或商業秘密資料的範圍內的，軟體及其所含的資料即按保密關係許可給用戶。用戶明確承認這種保密關係的存在，並同意按本契約規定對軟體和資料予以保密。
E.個人和非排他性的許可
用戶的分許可是給用戶個人的和非排他性質的，未經設備公司明示同意，不得轉讓。
F.記錄
1.用戶應做出完整、準確的記錄，
用以辨認軟體和經許可的處理機；
標明軟體位置。如賣方要求，用戶應向賣方提供有關的記錄，如賣方有理由認為，軟體已在許可期間提供給任何第三方或者在任何其他處理機或配置設備上執行，用戶應向許可人解釋說明。
2.用戶同意在軟體的所有完整或部分複製件、適配件或傳送件上複製設備公司的著作權通知及其他所有法律通知，包括其他所有權通知和政府機構
要求進行的通知。
G.許可限制；反向設計
賣方未向用戶或任何第三方轉讓任何軟體的產權或所有權。除本條款和條件明確規定的以外，用戶不得執行、使用、複製或修改軟體，或者採取與設備公司對軟體的智慧財產權不符的行動。用戶不得以反向設計軟體或者反向設計軟體的任何硬體、固件執行為目的，拆編、反裝、分析或以其他方式研究軟體。
2.許可終止
A.如果用戶疏忽或者未能履行、遵守其在本條款和條件項下對設備公司或賣方承擔的任何義務，而且這種情況在書面通知用戶後30日內得到糾正，則賣方或設備公司可以終止在本契約項下所授予的任何許可和已發出的任何軟體訂單。
B.終止，不論是賣方、設備公司終止的還是用戶終止的，都適用於許可在經許可的處理機上執行的所有軟體著作權。
C.在用戶所作的任何終止生效之前，賣方或者設備公司作出任何終止的，用戶應
交還賣方或者設備公司提供的任何許可證；
銷毀用戶所掌握的各種軟體版本的所有複製件；
賣方：
簽署：＿＿＿＿＿＿＿
簽約日期：
買方：
簽署：＿＿＿＿＿＿＿
簽約日期：
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