中英文：国际计算机软件许可合同格式(3)

王朝英语沙龙·作者佚名 2007-01-10

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_________ System at Buyer''s designated facility in the People''s Republic

of China. Installation charges are specified in Annex C. Buyer shall be

responsible 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 the specifications set forth

in the Site Preparation Guidelines previously provided to Buyer. Buyer

shall provide additional test equipment and resources (including but not

limited to floor space, power outlets, interconnecting cables, racks,

satellite facilities and the like), if needed, in accordance with the Site

Preparation guidelines. Buyer shall have the responsibility for and shall

pay for all such facilities, preparations, equipment, resources, licenses

and permits required thereof.

【章名】 6. Compliance with Export Control Laws of the Seller''s Country

(a) Seller agrees to apply for all _____________ Government export

licenses, permits and approvals required for the exportation from

___________ to China of the products and technology to be purchased by

Buyer from Seller. In the event that, despite Seller'' s best efforts,

Seller is unable to obtain any and all license, permits and approvals

needed to lawfully export such products and technology from __________ to

China, this Contract is immediately terminated, the Seller and Buyer are

excused from performance, and each Party agrees to hold the other Party

harmless.

(b) Buyer hereby undertakes to comply with the export laws and

regulations of __________ and agrees that, without obtaining the necessary

license 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 the Government or any agency thereof at the time of

export requires 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 Government or any agency thereof

requires an export license or other governmental approval.

Seller agrees to inform the Buyer of the status of the Seller''s

application for the Government export licenses, permits and approvals

required for the exportation from __________to China of the products and

technology to be purchased by Buyer from Seller.

【章名】 7. Title and Risk of Loss

The items purchased by the Buyer shall be delivered C.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 the items

are delivered to the export carrier. After delivery of the items purchased

by the Buyer to the export carrier, the title and risk of loss for the

items purchased by the Buyer shall pass to the Buyer.

【章名】 8. Acceptance Tests and Acceptance

(a) Acceptance testing of the System shall be in accordance with

Seller''s Acceptance Test Procedure. Seller or its designated service

provider shall conduct the acceptance tests in accordance with said Test

Procedure. If any such test is not Successfully Completed (as defined

below), Seller or its designated service provider shall evaluate the test

and make any adjustments or corrections of the System as will result in

performance of the System in accordance with the Specifications. Buyer

shall be given reasonable prior notice of the commencement of, and the

reasonable opportunity to observe, all such tests.

(b) 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 all references to test denote the

tests in Seller''s Acceptance Test Procedure.

shall be deemed to have occurred when all tests set forth in the

Acceptance Test Procedure for the system at Buyer''s facility have been

Successfully completed.

(d) Seller represents and warrants that it will deliver to Buyer a

complete, correct and valid system, capable of accomplishing the technical

targets specified in Product Description and Specifications, as

demonstrated by Successful Completion of the Acceptance testing of the

System. Successful Completion 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.

【章名】 9. Shipment in Place and Qualified Acceptance

(a) In the event that the System or any part thereof is ready for

shipment or installation in accordance with the dates set forth in Annex B

and such shipment or installation is delayed more than _________ calendar

days pursuant to Buyer''s request or because Buyer is unable to provide the

necessary facilities, test equipment or resources for receipt or

installation of the System, Seller may, at Seller''s option, notify Buyer

that the System or any part thereof is being treated as though actually

shipped, delivered and installed ("Shipped in Place"). In addition, Buyer

shall reimburse Seller for all storage or other expenses which Seller

incurs by reason of such delay.

(b) __________ days following notice of Shipment in Place Seller shall

be entitled to invoice Buyer in accordance with the payment terms set

forth in Annex C hereto (i) for one hundred percent of the purchase price

for commercial __________ system Shipped in Place, and (ii) with respect

to Systems, the amount that would have been due had the System actually

been shipped, with the balance to be invoiced upon Acceptance.

("Qualified Acceptance") shall occur at any time, either before or after

the scheduled shipment or installation dates set forth in Annex B,

i) upon determination by Buyer, and written notification to

Seller, that the System, is suitable to commence the operations for which

Buyer intends to use it; or

ii) that the System has commenced the operations for which Buyer

intends to use it.

(d) Qualified Acceptance shall have the same consequences as those set

forth in Section 8 (b) above except that the amount due for Systems shall

be the difference between the amount paid to date and _________ percent of

the amount that would have been due upon Acceptance, with the balance to

be invoiced upon Acceptance.

(e) Neither Shipment in Place nor Qualified Acceptance shall relieve

Seller 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.

【章名】 10. Taxes

(a) Any and all taxes, levies, customs duties, sales, use, excise,

value added and similar taxes to be levied on the Buyer in connection with

the performance of this Contract for the sale of goods and repair and

installation services, which are now existing or which may be hereinafter

imposed by any People''s Republic of China governmental entity, shall be

borne and paid by the Buyer.

(b) All taxes in 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 execution of this Contract

imposed by any ___________ governmental entity on the Buyer, in accordance

with the tax laws which are now existing or which may be hereinafter

imposed and the Agreement between the Government of ____________ and the

Government of the People''s Republic of China for the Avoidance of Double

Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on

Income, shall be borne and paid by the Seller and Buyer, respectively.

payment for such taxes 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 by the Chinese

taxation authorities. The Buyer shall remit payment for such taxes to the

relevant ___________ tax authorities through the Seller within _______

working days after the Buyer is in receipt of one (1) original certificate

(invoice) for the taxes levied by the ___________ taxation authorities.

(d) Any and all taxes, levies, customs duties, sales, use, excise,

value added and similar taxes to be levied on the Seller in connection

with the performance of this Contract for the sale of goods and repair and

installation services, which are now existing or which may be hereinafter

imposed by any _________ governmental entity, shall be borne and paid by

the Seller.

【章名】 11. Operating Manuals and Other Materials/Training

(a) Seller shall provide with each Commercial ________ system , one

(1) User''s Guide.

(b) Seller shall provide Buyer with three (3) copies of all operating

manuals and installation instructions for the System, as well as

maintenance manuals.

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 in this Article 11 (c) shall

take place over a ________ day period at the Seller''s facilities in

_____________, and all related expenses shall be borne by the Seller.

(d) Following installation of the System, Seller or its designated

service provider shall provide to Buyer''s employees a training course of

up to ________ days in duration on-site at Buyer''s facility.

【章名】 12. System Warranties

(a) Seller represents and warrants that it is the owner, or beneficial

licensee, of all intellectual property rights herein licensed, leased or

sold 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 under this Contract (except for the Control

Computer (s) and Control Computer (s) operating system software), shall be

free from defects in material and workmanship for a period of one (1) year

after date of Acceptance, except with respect to Commercial and Consumer

_________ system, for which the period shall extend for one (1) year after

date of shipment. During such period Seller shall repair or replace and

reinstall at Buyer''s premises the System or any defective portion thereof

without charge. Seller''s warranty does not cover the Control Computer or

the Control Computer''s operating system software included in the System,

but Seller shall assign any outstanding manufacturer''s warranty thereof to

Buyer, 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 purchase

price, an extended hardware and software maintenance contract for such

Control Computer and operating system software which maintenance contract

shall extend for a one (1) year period after acceptance. If any repair or

replacement results from a defect not covered by the warranty or from

causes other than normal usage and regular installation, Buyer shall pay

Seller for all labor and materials (including travel expenses) provided by

Seller in its attempt to remedy such deficiency.

(b) The warranties set forth herein shall apply only to items which,

after regular installation and under normal usage, are found to have been

defective within the warranty period. Such warranties shall not apply to

items that have been modified or altered without Seller''s written

approval, or have been subjected to abuse, accident, negligence or

improper application.

warranties as to performance of the system, express or implied, including

without limitation any implied warranties of merchantability or fitness

for a particular purpose. Buyer''s sole and exclusive remedy for any breach

by Seller of any of the warranties set forth herein shall be for Seller to

make such repairs and/or replacements necessary to fulfill such

warranties. in no event shall seller be liable for any loss of audio,

video or data signals, interruption of business, or special, indirect or

consequential damages of any kind or nature whatsoever. Seller shall not

be responsible for delays in performing its obligations under this Article

resulting from Buyer''s negligence or fault.

【章名】 13. Nonwarranty Repairs and Spares Support

(a) Until the earlier of (i) _______ years from the Acceptance of the

System, or (ii) the date Buyer Ceases to Operate the System, Seller shall

offer to provide 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 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 such spare

parts or repairs.

(b) Subsequent to the Support Period, Seller may discontinue offering

spare parts and/or repair services for the System upon _________ months

prior written notice to Buyer of Seller''s intended discontinuance,

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 (exclusive of the 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 parts as

Buyer deems necessary to maintain and support the System.