2019年國際計算機(jī)軟件許可合同格式(英)

1、2019 年國際計算機(jī)軟件許可合同格式(英)COMPUTER SOFTWARE LICENSING AGREEMENTWhole Doc.This contract made as of this day ， by and between a Chinese enterprise legal person duly organized and registered underthelaws of the People s Republic of China on behalf of ， a Chineseentity duly organized and registered under th

2、e laws of the People sRepublic of China ( both of the foregoing parties are here inafter collectively referred to as“Buyer”)and ， a corporation organized and existingunder the laws of (“ Seller ”) as follows ：The agreement between the parties (“ Contract ”) consists of the terms and conditions set f

3、orth herein and the following schedules incorporated by reference ：System ComponentsDelivery and Installation TimetablePrice and Payment TermsProduct Description and SpecificationsSeller s Software License AgreementEnd-user Software sublicense Agreementmeanings in thiDefinitionsThe following terms s

4、hall have the following s Contract ：a) Commercial system. ( sketch )Consumer system. ( sketch )Control Computer ： A component oftheSystem used by Buyer forSystemProvision of The SystemSellershall provide the System in accordance with the Product Description and Specifications（ AnnexD）and Delivery an

5、d Installation Timetable （Annex B） incorporatedherein and Buyer shall pay for the System in accordance with the Priceand Payment Terms （Annex C ） incorporated herein. In addition，Seller will provide the System to the Buyer in accordance with AnnexC. For the avoidance of doubt ， the term“ System” as

6、used in this Contractshall solely refer to the Seller s system.PaymentIn full consideration for providingthe System and all related items to be provided under this ContractBuyer shall payto Seller the amount set forth in Annex C as the purchase price for the System.b） Payments shall be made in accor

7、dance with Annex C.Delivery and Installationlivery ofthe System will be made in accordance with the deliveryin Annex C.schedule set forth in Annex B. Shipping charges are specifiedBuyer shall have the rightto specifyinstructSeller of its choice in writing. instructions ， Seller will select the carri

8、er any liability inthe carrier and shallIn the absence of suchbut shall not thereby assumeconnection with shipment ， nor shall the carrierbe consideredthe agent of Seller. Unless requested byBuyer ， Seller shall have nowith anyobligation to obtain insurance for Buyer or assist the Buyer shipping cla

9、ims.The Seller shall ， immediately upon the completionof the loading of the goods ， advise the Buyer by cable/telex of theloading of the goods ， the contract number ， commodity ， quantity ， invoiced value and gross weight.Seller or its designated service provider shall install the System at Buyer s

10、desi gnated facility in thePeople s Republic of China.Installation charges are specified in Annex C.Buyershall beresponsible for timely completion ， in accordance with the Installation Timetable herein（Annex B），of any necessary on-site preparations and modifications of Buyer s facilities based on th

11、e specifications setforth in the Site PreparationGuidelines previously provided to Buyer. Buyer shall provide additional test equipment and resources（ including but not limited tofloor space ， power outlets ， interconnecting cables ， racks ， satellite facilities and the like）， if needed ， in accorda

12、nce with the SitePreparation guidelines. Buyer shall have the responsibility for andshallpay for all such facilities， preparations ， equipment ，resources ， licenses and permits required thereof.Compliance with Export Control Laws of the Seller s CountrySeller agrees to applyfor all Government export

13、licenses ， permits and approvals required for the exportation from to China of the products andtechnology to be purchased by Buyer from Seller. In the eventthat ， despite Seller s best efforts ， Seller is unable to obtain anyand all license ， permits and approvals needed to lawfully export such prod

14、ucts and technology from to China ， this Contract isimmediately terminated ， the Seller and Buyer are excused from performance and each Party agrees to hold the other Party harmless.Buyerhereby undertakes to comply with the export laws and regulations of and agrees that ， without obtaining the neces

15、sarylicense of approval from the Government， Buyer will not knowingly （ i ）export ， directly or indirectly ，any origin technical data or software acquired from Seller ， or any direct product of that technical data， to any country for which theGovernment or any agency thereof at the time of export re

16、quires an export license or other governmental approval； or （ ii ）disclose any origin technical data or software acquired from Seller to any national of any country for which the Governmentor any agency thereofrequires an export license or other governmental approval.Within monthsof the signing of t

17、his contract ， theSeller agrees to inform the Buyer of the status of the S eller s application for the Government export licenses ， permits and approvals required for the exportation from to China of theproducts and technology to bepurchased by Buyer from Seller.Title and Risk of LossThe items purch

18、ased by the Buyer shall be deliveredC.I.F. in accordance with INCOTERMS 1990. Therefore ， the risk of loss for the items purchased by the Buyer shall be borne by the Seller until theitems are delivered to the export carrier. Afterdelivery of the items purchased by the Buyer to the export carrier， th

19、e titleand risk of loss for the items purchased by the Buyer shall pass to the Buyer.Acceptance Tests and AcceptanceAcceptance testing ofthe System shall be in accordance with Seller s Acceptance Test Procedure. Seller or its designated service provider shall conduct the acceptance tests in accordan

20、ce withsaid Test Procedure. Ifany such test is not Successfully Completed （ as defined below ）， Seller or its designated service provider shall evaluate thetest and makeany adjustments or corrections of the System aswill result inperformance of the System in accordancewith the Specifications. Buyers

21、hall be given reasonable prior notice of the commencement of ， and the reasonable opportunity to observe ， all such tests.The term “ Successful Completion ”， when used in this Contract with respect to any test ， means successful completion of such test as defined in the particular test procedure and

22、 all references to test denote the tests in Seller s Acceptance Test Procedure.Acceptance of the System （“ Acceptance ”） forpurposes of Annex C shall bedeemed to have occurred when all tests set forth in the Acceptance Test Procedure for the systematBuyersfacility have been Successfully completed.Se

23、ller represents and warrants that itwill deliver to Buyer a complete ， correct and valid system ， capable of accomplishing the technicaltargets specified in Product Description and Specifications， as demonstrated by Successful Completion ofthe Acceptance testing of the System. Successful Completion

24、shall be deemed as conclusive proof that the System is complete， correct and valid ，and capable of accomplishing the technical targets set forth in the Specifications.Shipment in Place and Qualified Acceptance（ a） In the event that the System orany part thereof is ready for shipment or installation

25、in accordancewith the dates set forth in Annex B and such shipment or installation isdelayed more than calendar days pursuant to Buyer s request orbecause Buyer is unable to provide thenecessary facilities ， test equipment or resources for receipt or installation of the System ， Seller may ， at Sell

26、er soption ， notify Buyer that the System or any part thereof is beingtreated as though actually shipped ， delivered and installed （“ Shipped in Place ”）。 In addition ， Buyer shall reimburse Seller for allstorage or other expenses which Seller incurs by reason of suchdelay.days following notice of S

27、hipment in Place Seller shallbe entitled to invoice Buyer inaccordance with the payment terms set forth in Annex C hereto（ i ）price for commercial for one hundred percent of the purchaserespect to Systems ， the amountactually been shipped ， with thesystem Shipped in Place ， and （ ii ） with that woul

28、d have been due had the System balance to be invoiced upon Acceptance.Qualified acceptance by Buyer of the System or any portion thereofQualified Acceptance ”） shall occur at any time ， either before or after the scheduled shipment or installation dates set forth in Annex B ，i ） upon determination b

29、y Buyer ， and written notification to Seller ， that the System ， is suitable to commence the operations forwhichBuyer intends to use it ； orii ） that the System has commenced the operations for which Buyer intends to use it.d） Qualified Acceptance shall have the same consequences as those setforth i

30、n Section 8（ b） above except that the amount due for Systemsshallbe the difference between the amount paid to date and percent of theamount that would have been due upon Acceptance ， with the balance to be invoiced upon Acceptance.e） Neither Shipment in Place nor Qualified Acceptanceshall relieveSel

31、ler from any of its responsibilities under this Contract ， including Successful Completion of the Acceptance Tests and correction of defects or deficiencies in accordance with the terms and conditions hereof.TaxesAny and all taxes ， levies ，customs duties ， sales ， use ， excise ， value added and sim

32、ilar taxes to be levied on the Buyer in connection with the performance of this Contractfor the sale of goods and repair and installation services ， which are now existing or which may behereinafter imposed by any People sRepublic of China governmental entity ， shall be borne and paid by the Buyer.A

33、ll taxesin connection with the execution of this Contract imposed by any People s Republic of China governmental entity on the Seller ， and all taxes in connection with the executionof this Contract imposedby any governmental entity on the Buyer ， in accordance with thetax laws which are now existin

34、g or which may be hereinafter imposed and the Agreement between the Government of and theGovernment of the People s Republic of China for the Avoidanceof DoubleTaxation and the Prevention of Fiscal Evasion withRespect to Taxes onIncome ， shall be borne and paid by the Seller and Buyer， respectively.

35、With regard toSection 10（ b）above ， the Seller shall remit payment for suchtaxes to the relevant Chinese tax authorities through the Buyer within working days after the Seller is in receipt of one（ 1） original certificate（ invoice ） for the taxes levied bythe Chinese taxation authorities.The Buyer s

36、hall remit payment for such taxes tothe relevant taxauthorities through the Seller within working days after theBuyer is in receipt of one（ 1） original certificate （invoice ） for the taxeslevied by the taxation authorities.（ d） Any and all taxes ， levies customs duties ， sales ， use ， to be levied o

37、n the Seller inexcise ， value added and similar taxes connection with the performance of thisContract for the sale of goods and repair and installation services， whichare now existing or which may behereinafter imposed by any governmental entity ， shall be borne and paid by the Seller.Operating Manu

38、als and Other Materials/Trainingone （ 1 ）a ） Seller shall provide with each Commercial systemUser s Guide.（ 3） copies offor the System ， as wellSeller shall provide Buyer with threeall operatingmanuals and installation instructionsas maintenance manuals.Prior to installation of the System， Seller sh

39、allprovide Buyer s employees with a training course in the use of the System as well as in computer management techniques.Furthermore ， these employees shall observe the Acceptance Test Procedure（ ATP）。The training course and ATP described inthis Article 11（ c） shall take place over a day period at

40、the Seller s facilities in and all related expenses shall be borne by the Seller.Following installation of theSystem， Seller or its designated service provider shall provide tocourse of up to days in durationBuyer s employees a training on- site at Buyer s facility.System Warranties（ a） Seller repre

41、sents and warrants that it is the owner， or beneficiallicensee ， of all intellectual property rights herein licensed， leased orsold to Buyer ， and that it has the right to license ， lease or sell the same to Buyer. Seller warrants that the System and all equipment and related software furnished unde

42、r this Contract（ except for the Control Computer（ s） andControl Computer （ s） operating system software ）， shall be free from defects in material and workmanship for a period of one（ 1） year after dateof Acceptance ， except with respect to Commercialand Consumer system ， for which the period shall e

43、xtend for one（ 1） year after date ofshipment. During such period Seller shall repairor replace andreinstall at Buyer s premises the System or any defective portionthereofwithou t charge. Seller s warranty does not cover the ControlComputer orthe Control Computer s operating system software included

44、inthe System ，but Seller shall assign any outstanding manufacturer s warranty thereof toBuyer ， to the extent assignable. If there is no such assigned warranty that extends one （ 1） year beyond Acceptance ， Seller shall purchase ， in lieu of warranty ， for the benefit of Buyer and as part of the pur

45、chase price ， an extended hardware and software maintenance contract for such Control Computer and operating system software which maintenancecontract shall extend for aone （ 1） year period after acceptance. If any repairor replacement resultsfrom a defect not covered by the warranty or from causes

46、other than normal usage and regular installation， Buyer shall pay Seller for alllabor and materials （ including travel expenses ） provided by Seller in its attempt to remedy such deficiency.（ b ） The warranties set forth herein shall apply only toitems which ，after regular installation and under nor

47、mal usage， are found to have beendefective within the warranty period. Such warranties shall notapply toitems that have been modified or altered without Seller s w ritten approval ， or have been subjected to abuse ， accident ， negligence or improper application.（ c）The warranties set forth herein ar

48、e in lieu of all other warranties as to performance of the system， express or implied ， includingwithout limitation any implied warranties ofmerchantability or fitnessfor a particular purpose. Buyer s sole and exclusive remedy for any breach by Seller of any of the warranties set forth herein shall

49、be for Seller to make such repairs and/or replacements necessary to fulfill such warranties. in no event shall seller beliable for any loss of audio ， video or data signals ， interruption of business ， or special， indirector consequential damages of any kindor nature whatsoever. Sellershallnot be re

50、sponsible for delays inperforming its obligations under this Article resulting from Buyer snegligence or fault.Nonwarranty Repairs and Spares SupportUntil the earlier of（ i ） years from the Acceptanceof the System ， or （ ii ） the date Buyer Ceases to Operate the System ， Seller shall offer to provid

51、e repair services and/or spare parts for the System（“ Support Period ”）， it being understood that Seller s charges for spare parts and/or repairs not covered by warranty shall be at Seller s then current time and material rates or spare parts prices and shall be invoiced as soon as work involved is

52、completed. Seller shall have no obligation hereunder or otherwise to provide further spare parts or repair services to any person that has failed to pay promptly for any suchspareparts or repairs.Subsequent to the Support Period ， Seller may discontinue offering spare parts and/or repair services fo

53、r the Systemupon monthsprior written notice to Buyer of Seller s intended discontinu ance ， provided however ， that Seller ， at Seller s option ， either （ i ） grants to Buyer a nonexclusive license to make or have made for Buyer s own use and not for sale any such System components（ exclusiveof the

54、Control Computer and its operating system software ） and furnishes Buyer all necessary documentation specifications ， drawings and other data ， or （ ii ） allows Buyer the opportunity to purchase sufficient quantities of spare partsas Buyer deemsnecessary to maintain and support the System.For purpos

55、es of this Contract ， Buyer shallcease to operate the system if Buyer does not use the System furnished by Seller as part of the regular use on a regularly used satellite transponder to encode and decode signals.Extended MaintenancePrior to the expiration of thewarranty period for the System set for

56、th in this Contract，Seller and/or its designated service provider shall offer to Buyer the opportunity to enter into an extended maintenance contractwith respect to the System （ including the related Control Computer software but excluding the Control Computerhardware platform ），renewable for succes

57、sive and consecutive year periods. Seller andBuyer shall discuss proposals for establishing a service center in ，with the participation of Buyer ， for the servicing of thesystem. Sellerand Buyer shall also discuss proposals forfuture joint cooperation onother projects within China.System Licenses an

58、d Condition Precedent to EffectivenessThe Control Computer s operating systemsoftware is provided to Buyer under the terms and conditions of a sublicense from the operating system licensor ， as set forth in Annex F herein.All Seller s software required for operation of the System and thesystem is pr

59、ovided to Buyer under the license set forth in Annex E herein.No technology transfer or assignment is granted under this Contract with respect to any products ， or systems owned by Seller or any proprietary rights owned or sublicensed by Seller. No right to grant sublicenses is granted or is to be i

60、nferred or implied under this Contract.Relevant PRC regulations may require Buyer to obtain theapprovalof the Ministry of Foreign Trade and Economic Cooperation（“ MOFTE”）Cas a precondition for the effectiveness of（ a） thesublicenseof theControl Computer s operating system software to Buyerfrom theop