International 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 3 Price and Payment Conditions Subsidiary File 4 Product Description and Specifications Subsidiary File 5 Seller Software License Contract Subsidiary File 6 Software Sublicense Contract Subsidiary File 7 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.
______: 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 export control laws in 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 arrival 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 in the case of the ______ system, the amount of the due amount under the actual shipment of the system, 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. tax
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. Operator's Manual and Other Materials/Training The 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
The seller shall provide system repair services and/or spare parts on the date of system acceptance for ______ years, or until 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 under this contract, the seller and/or its designated service provider 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 sub-licensing by the operating system licensor 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 program 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 specifies the security procedures to be established and maintained. 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 when the equipment is ordered in advance
As the equipment subject to this contract, the delivery date is specified in Attachment File 2. The advance order time for other equipment is 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 any material or data disclosed to the Buyer, including proprietary information and indicating “Proprietary” or “Confidential”, such as the Seller’s drawings, using at least the same cautions and precautions as the Buyer’s proprietary information. And software should be kept confidential, 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, subsidiaries, 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. make up
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. The program, the judgment, the estimated tax amount, the amount owed, and the fee to compensate the other party, the other party's shareholders, directors, officers, employees, agents, designated persons, assignees or any one of them, so as not to be 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 proceeding against the buyer, the claim is that the goods manufactured and sold by the seller to the buyer infringe any third party’s ______ national patent, copyright, mask, Trademarks, 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 above conditions are: the seller is promptly informed of the occurrence of the allegation of infringement, and obtains a copy of each communication, notice or other litigation document related to the alleged infringement, obtains exclusive control of the defense, and conducts the lawsuit or procedure. The exclusive right to compromise or settlement; however, the seller’s liability under this contract shall be strictly and exclusively limited to the amount of royalty income that the seller should 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. Choice: to obtain the buyer’s right to use the item without infringement liability, or to replace or modify the item in a non-infringing substitute that otherwise substantially conforms to all provisions of this contract, or after the item has been returned , refund the purchase price and shipping cost of such items. 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.