中英文：国际计算机软件许可合同格式(6)
(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 ________ days
after written notice to cure such failure and avoid termination.
Upon any termination of this Contract, pursuant to (a) or (b) above,
Licensee shall promptly return the Program and all copies thereof to
Licensor, and shall, within _______ months after any such termination
furnish Licensor a written statement certifying that the original and all
copies and extracts (including partial copies and extracts) of the Program
and any related material received from Licensor or made in connection with
such license have been returned to Licensor or destroyed.
【章名】 10. Licensed Programs
Program(s) licensed under this License Contract: __________.
【章名】 11. Configuration and Installation
In the event of any conflict between this License Agreement and the
terms of the Contract, this License Agreement shall prevail.
In witness whereof, the parties have executed this Seller''s Software
License Agreement on the date first above written.
SELLER: BUYER:
By: By:
【章名】 Annex F End-user Software Sublicense Agreement
Seller, ________("Company") and ________("Customer"), have entered
into the Contract for the acquisition by Customer of certain equipment and
software from Company.
All or a portion of the software is subject to a license granted by
__________Corporation to Company.
Under the terms of the Original Equipment Manufacturer''s (OEM)
Contract between ___________ Corporation and Company, Company is
authorized to approve Sublicense Contracts to End-Users of ___________
Software Programs ("Software"). Accordingly, Company agrees to grant, and
Customer agrees to accept a Sublicense in accordance with the following
terms and conditions:
【章名】 I. Standard License Terms
【章名】 A. Grant of Software License
Upon full payment with respect to Customer''s order, Company will be
deemed to have granted to Customer a Software license as provided below.
Customer''s license shall continue unless terminated as provided herein.
These Terms and Conditions govern the license granted by Company to
Customer and Customer''s obligations thereunder. Company grants no Software
licenses whatsoever, either explicitly or implicitly, except as provided
in this Contract.
【章名】 B. Software Execution
1. Attachment 1 to this Software License identifies the Software and
the processor or equipment configuration on which the Software may be
executed. The term "Licensed Processor" shall mean a processor or
equipment configuration of the type specified in the license:
i. the serial number of which is specified in the Company license
certificate furnished by Company or in the Software license order
acknowledgement by Company or, if none is so specified;
ii. on which the Software is first executed pursuant to the
license grant.
2. Customer may execute the Software on the Licensed Processor, and
may load, copy or transmit the Software, in whole or in part, only as
necessary for execution on the Licensed Processor, except that:
i. Customer may execute the Software (except diagnostic Software)
on another single processor or equipment configuration on a temporary
basis during a malfunction which prevents execution of the Software on the
Licensed Processor, and may load, transmit, or copy the Software as
necessary for such temporary execution; and,
ii. Customer may make archival copies of the Software as provided
in the Copyright Law of ____________ country.
【章名】 C. Modification and Merger
Customer may (i) modify the Software (in machine readable form only)
or (ii) merge modified Software or unmodified Software into other
software, to form adaptations intended solely for execution by Customer on
the Licensed Processor. Any part of the Software included in such
adaptations will continue to be subject to these Terms and Conditions.
【章名】 D. Access to Software
1. Customer may make the Software available to its employees and
agents to the extent needed to exercise its sublicense hereunder. Customer
shall not make the Software available in any form to any parties except
those identified in this Subparagraph D.
2. To the extent that the Software contains any confidential or trade
secret information, the Software and the information it contains are
licensed to Customer pursuant to a confidential relationship. Customer
expressly acknowledges this confidential relationship and agrees to keep
the Software and information in confidence as provided herein.
【章名】 E. Personal, Nonexclusive Licenses
Customer''s sublicense is personal and nonexclusive and may not be
transferred without ___________ Corporation''s express consent.
【章名】 F. Record Keeping
1. Customer shall keep complete and accurate records (i) uniquely
identifying the Software and the licensed Processors; and (ii) indicating
where the Software is located. If requested by Company, Customer shall
provide copies of the applicable records to Company and if Company
reasonably believes that the Software has been made available to any third
party or executed (except as permitted by these Terms and Conditions) on
any other processor or equipment configuration during the term of the
license, Customer shall provide an explanation.
2. Customer agrees to reproduce ____________ Corporation''s copyright
and all other legal notices, including but not limited to other
proprietary notices and notices mandated by governmental entities, on all
complete or partial copies, adaptations, or transmissions of the Software.
【章名】 G. License Limitation, Reverse Engineering
Company transfers no title to or ownership of any Software to Customer
or any third party. Except as explicitly set forth in these Terms and
Conditions, Customer shall not execute, use, copy or modify the Software
or take any action inconsistent with __________ Corporation''s intellectual
property rights in the Software. Customer shall not decompile or reverse
assemble the Software, or analyze or otherwise examine it for reverse
engineering the Software or for reverse engineering any hardware or
firmware implementation of the Software.
【章名】 II. License Termination
A. Company or __________ Corporation may terminate any licenses
granted and any Software orders placed hereunder if Customer neglects or
fails to perform or observe any of its obligations to ______ Corporation
or Company under these Terms and Conditions, and such condition is not
remedied within ________ days after written notice has been given to
Customer.
B. Termination, whether by Company, __________ Corporation or
Customer, shall apply to all versions of the Software licensed for
execution on the Licensed Processor.
C. Before any termination by Customer becomes effective, and in the
event of any termination by Company or _________ Corporation, Customer
shall (i) return to Company or __________ Corporation any license
certificate furnished by Company or __________ Corporation, (ii) destroy
all copies of all versions of the Software in Customer''s possession. (iii)
remove all portions of all versions of the Software from any adaptations
made by Customer and destroy such portions, and (iv) certify in writing
that all copies including all those included in Customer''s adaptations
have been destroyed.
In witness whereof, the parties have executed this End-User Software
Sublicense Agreement on the date above first written.
SELLER: BUYER:
By: By: