軟件許可使用協(xié)議英文版

1、 6/6Software License AgreementThis Agreement is made and entered into by and between Nuctech Company Limited (hereinafter referred to as “Licensor”) and Company (hereinafter referred to as “Licensee”).Whereas Licensor is the owner of the Software;Whereas Company desires to obtain from Nuctech a non-

2、exclusive and non-transferable license to use the Software in accordance with the terms and conditions set forth in this Agreement.Now, therefore, both Parties hereof agree as follows:Definition:In construing this Agreement, the following words and expressions shall have the meanings hereby assigned

3、 to them, unless their use in the context is inconsistent with such meanings:A. “Licensor” means Nuctech Company Limited (Nuctech);B. “Licensee” means Company;C. “Software” means , developed and provided by Licensor, for System;D. “System” means System;E. “Agreement” means these terms and conditions

4、 of the Agreement and the Appendix (if any) attached hereto and incorporated herein.注：對于定義C項“Software”根據實際情況填寫軟件的具體名稱和內容。對于定義D項“System”根據實際情況填寫軟件擬應用的系統(tǒng)。2. Grant of License Licensor hereby grants to Licensee, a non-transferable, non-exclusive license to use the software, on the terms and conditions s

5、et forth herein. No other license, expressed or implied, is granted except as specifically provided herein. 3. Restriction on Use Licensee may use the Software only on the System as specified in this Agreement; Licensee shall use the Software only in connection with its internal operations, and shal

6、l not offer or supply the use of the Software to others under any circumstance. No other software can be installed, operated, or configured on the System unless Licensee receives prior written approval by Licensor. This includes operating or application software that may be available from Licensor t

7、hat is not covered by this License Agreement. 4. Restriction on Copying Licensee shall make no copies of the Software, or any part thereof, and the permitted Software shall be stored in a secure manner and be clearly marked with the Licensors copyright.5. Restriction on TransferLicensee shall not se

8、ll, assign, sublicense, transfer, or otherwise make available the Software, except as may be permitted by this Agreement and only with written prior consent by Licensor. 6. Reserved Rights The Intellectual Property to the Software including the technical data and documentation or any subsequent deve

9、lopment and modification thereof shall be and remain in Licensor, and no title to or ownership of or technology transfer of the Software or any portion thereof is conveyed or transferred to the Licensee hereby. Licensee acknowledges the Software constitutes confidential and proprietary information a

10、nd trade secrets of Licensor, whether or not the Software, or any portion of it, is or may be copyrighted or copyrightable，and that disclosure of the Software to Licensee is on the basis of the confidential relationship between Licensee and Licensor under this Agreement. 7. Restriction on Disclosure

11、 Except as expressly permitted herein, Licensee shall not disclose or otherwise make available the Software, or any portion thereof, to any third party or to any employee of Licensee who is not of necessity authorized by Licensee to use the Software in Licensees business. Licensee shall take all rea

12、sonable steps necessary to insure the Software, or any portion thereof, is not disclosed or otherwise made available by Licensee (or employees of Licensee) to any third party. 8. Warranty Licensor warrants it has the right to grant the license herein granted, and for a period of one year from the da

13、te of acceptance of the Software, the Software will perform substantially in the manner set forth in the specifications. Licensors sole obligation under this warranty shall be to correct or replace any Software found to be defective from normal usage. This warranty is expressly in lieu of all other

14、warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Licensor does not warrant that the Software and/or its associated documentation, if any, will meet licensees requirements, be error free, or operate without i

15、nterruption, and licensee assumes the entire risk as to its quality and performance. In no event will licensor be liable for special, incidental, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information or othe

16、r pecuniary loss) even if licensor has been advised of the possibility that such damages may arise. 9. Copyright Indemnity Licensor agrees that it will, at its own expense, defend any action brought against Licensee, and indemnify Licensee against any award of damages and costs made against Licensee

17、 by a final judgment of a court of competent jurisdiction in any such action, insofar as the same are based on a claim that the Software used within the scope of the license herein granted constitutes an infringement of any copyright; provided Licensee shall have given Licensor prompt notice in writ

18、ing of the claim and institution of such action, and permits Licensor, through its counsel, to defend the same and give Licensor all reasonably available information, assistance and authority to enable Licensor to so defend and further provided, that Licensors liability hereunder, if any, shall be s

19、trictly and solely limited to the amount of royalties which would be payable in respect to revenues derived by Licensor from Licensee from sales of the infringing goods. Licensor shall have control of the defense of any such action including appeals, and of all negotiations thereof, including the ri

20、ght to effect any settlement or compromise. In case the Software is, in any action, held to constitute an infringement and its use is enjoined, Licensor shall, at its option and expense (a) procure for Licensee the right to continue using the Software, or (b) replace or modify the same so that it be

21、comes non-infringing and performs the same service with substantially the same quality. Licensor shall have no liability for any claim of copyright infringement based on: (1) use of other than a current unaltered release of the Software; or (2) use of a current unaltered release of the Software with

22、 non-Licensor Software or data. The foregoing states the entire liability with respect to infringement of any copyrights with regard to the Software. 10. Term and Termination The term of this Agreement and the License granted hereunder shall commence on the date hereof, and shall terminate on the ea

23、rlier of: (a) when Licensee Ceases to Operate the System; or (b) the failure of Licensee to pay any License fee or to comply with any of the terms and provisions hereof, which failure continues for a period of 10 days after written notice to cure such failure and avoid termination. Upon any terminat

24、ion of this Agreement, pursuant to (a) or (b) above, Licensee shall promptly return the Software and all copies thereof to Licensor, and shall, within one months after any such termination furnish Licensor a written statement certifying that the Software and any related material received from Licens

25、or or made in connection with such license have been returned to Licensor or destroyed. 11. License Fee and Terms of Payment11.1 License fee:The total License fee of the software is NoItemQuantityUnitUnit Price(US$)12TOTAL 12.2 Terms of Payment12.2.1 Down Payment:50% (fifty percent) of the total Agr

26、eement price shall be paid by telegraphic transfer by the Licensee to the Licensor not later than 3 days after the date of signing the Agreement by both parties;12.2.2 Payment after Delivery:The remaining 50% (fifty percent) of the total amount shall be paid by telegraphic transfer by the Licensee t

27、o the Licensor not later than 3 days after the software CD has been delivered at destination.12.2.3 The payment should be paid into Licensors bank account information as following: 12.3 Liquidated damages for late payment:If payment is not released within the agreed date, Licensee shall compensate L

28、icensor 0.1% of the delayed payment per day.If the software delivery is not made within the agreed date, Licensor shall compensate Licensee 0.1% of the payment paid per day.13. Installation and Commissioning of Software13.1 The Licensee shall supply, install all the hardware of the system and the op

29、eration system of the computer.13.2 The Licensor only supplies the software itself and Licensor software engineer will go to site for the installation and commissioning of the software.13.3 The Licensee shall give the Acceptance Certificate not later than 3 days after the date on which the Licensor

30、software engineer has completed the installation, commissioning and test of the software.14. Delivery Schedule 14.1 The time for delivery: weeks after the Licensor receives the down payment (50% of the total Agreement price);14.2 The time for installation, commissioning and testing: weeks after Lice

31、nsor receives the total amount of payment;15. Taxes and Duties15.1 Any and all taxes and duties, license and approval fees, levies, fiscal and bank charges, customs duties, cost and fees of whatsoever nature exist or which may be later imposed by any taxing authority or other governmental entity in

32、the P.R. China in connection with the execution and performance of this Agreement, shall be borne by Licensor and on Licensors account.15.2 Any and all taxes and duties, license and approval fees, levies, fiscal and bank charges, customs duties, cost and fees of whatsoever nature exist or which may

33、be later imposed by any taxing authority or other governmental entity arising outside of the P.R. China in connection with the execution and performance of this Agreement, shall be borne by Licensee and on Licensees account. 16. Effectiveness and Miscellaneous16.1 The Agreement shall be valid after it is dully signed or sealed by the two parties until all the Agreement obligations of each party have been fulfilled. The Licensor will not start to delivery the s