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 法律英文文书法律英文文书 → COMPUTER SOFTWARE LICENSING AGREEMENT
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COMPUTER SOFTWARE LICENSING AGREEMENT
发表日期: 2008-04-14 07:50:23 阅读次数: 10614 查看权限: 普通信息
COMPUTER SOFTWARE LICENSING AGREEMENT
发布日期:2007-9-17 作者:

     This contract made as of this ___________ day, by and between
      ___________,a Chinese enterprise legal person duly organized and
      registered under the laws of the People's Republic of China on behalf of
      __________, a  Chinese entity duly organized and registered  under the
      laws of the People's Republic of China (both of the foregoing parties are 
      hereinafter collectively referred to as "Buyer") and ______________, a
      corporation organized and existing under the laws of ___________("Seller")
      as follows:
      1.      The agreement between the parties ("Contract") consists of the
      terms and conditions set forth herein and the following schedules
      incorporated by reference:
          Annex A   System Components
          Annex B   Delivery and Installation Timetable
          Annex C   Price and Payment Terms
          Annex D   Product Description and Specifications
          Annex E   Seller's Software License Agreement
          Annex F   End-user Software sublicense Agreement
        2. Definitions
            The following terms shall have the following meanings in this
      Contract:
          (a) Commercial ___________system. (sketch)
          (b) Consumer _____________system. (sketch)
          (c) Control Computer: A component of the __________ System used by
      Buyer for __________.
          (d) System
        3. Provision of The System
            Seller shall provide the System in accordance with the Product
      Description and Specifications (Annex D) and Delivery and Installation
      Timetable (Annex B) incorporated herein and Buyer shall pay for the System
      in accordance with the Price and Payment Terms  (Annex  C) incorporated
      herein. In addition, Seller will provide the _________ System to the Buyer
      in accordance with Annex C. For the avoidance of doubt, the term "System"
      as used in this Contract shall solely refer to the Seller's __________
      system.
      4. Payment
          (a) In full consideration for providing the System and all related
      items to be provided under this Contract, Buyer shall pay to Seller the
      amount set forth in Annex C as the purchase price for the System.
          (b) Payments shall be made in accordance with Annex C.
      5. Delivery and Installation
          (a) Delivery of the System will be made in accordance with the
      delivery schedule set forth in Annex B. Shipping charges are specified in
      Annex C. Buyer shall have the right  to specify the carrier and shall
      instruct Seller of its choice in writing. In the absence  of such
      instructions, Seller will select the carrier, but shall not thereby assume
      any liability in connection with shipment, nor shall the carrier be
      considered the agent of Seller. Unless requested by Buyer, Seller shall
      have no obligation to obtain insurance for Buyer or assist the Buyer with
      any shipping claims.
          (b) The Seller shall, immediately upon the completion of the loading
      of the goods, advise the Buyer by cable/telex of the loading of the goods,
      the contract number, commodity, quantity, invoiced value and gross weight.

          (c) Seller or its designated service provider shall install the
      _________ 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, nterconnecting 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.
      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.
          (c) Within __________months of the signing of this contract, the
      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.
      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.
      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.
          (c) Acceptance of the System ("Acceptance") for purposes of Annex C
      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.
      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.
          (c) Qualified acceptance by Buyer of the System or any portion thereof
      ("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.
      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, espectively.
          (c) With regard to Section 10 (b) above, the Seller shall remit
      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.
      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.
          (c) Prior to installation of the System, Seller shall provide 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 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.
      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.
          (c) The warranties set forth herein are in lieu of all other
      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.
      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.
          (c) For purposes of this Contract, Buyer shall cease 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.
      14. Extended Maintenance
          Prior to the expiration of the warranty period for the System set
      forth in this Contract, Seller and/or its designated service provider
      shall offer to Buyer the opportunity to enter into an extended maintenance
      contract with respect to the System (including the related  Control
      Computer software but excluding the Control Computer hardware platform),
      renewable for successive and consecutive ________ year periods. Seller and
      Buyer shall discuss proposals for establishing a service center in ______,
      with the participation of Buyer, for the servicing of the system. Seller
      and Buyer shall also discuss proposals for future joint  cooperation on
      other projects within China.
      15. System Licenses and Condition Precedent to Effectiveness
          (a) The Control Computer's operating system software is provided to
      Buyer under the terms and conditions of a sublicense from the operating
      system licensor, as set forth in Annex F herein.
          (b) All Seller's software required for operation of the System and the
      system is provided to Buyer under the license set forth in Annex E herein.

          (c) 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 inferred or implied under  this
      Contract.
          (d) Relevant PRC regulations may require Buyer to obtain the approval
      of the Ministry of Foreign Trade and Economic Cooperation ("MOFTEC") as a
      precondition for the effectiveness of (a) the sublicense of the Control
      Computer's operating system software to Buyer from  the operating system
      licensor, as set forth in Annex F herein and (b) the license of Seller's
      software which is required for operation of the System, to Buyer as set
      forth in Annex E herein (collectively, the "Annexes").  Within _________
      working days of the execution of  the Contract,  Buyer and Seller will
      jointly confer with MOFTEC to determine whether MOFTEC's approval is
      required for the effectiveness of the Annexes. If MOFTEC informs Buyer and
      Seller to the satisfaction of Buyer and Seller that the Annexes do not
      require its approval, the Contract shall become effective upon such
      communication. If, on the other hand, MOFTEC informs Seller and Buyer that
      the issuance of its approval is a precondition for the effectiveness of
      the Annexes, then this Contract shall become effective only upon the
      issuance of such approvals.
          If the foregoing conditions are not fulfilled within ________ days
      after the Contract execution date and Buyer and Seller do not agree in
      writing to waive such condition or to extend the time for its fulfilment,
      the Seller shall in such event be entitled to terminate  the Contract
      forthwith and neither Party shall have any further obligations or
      liability towards the other Party under this Contract.
      16. System Security Requirements
          The parties shall agree to institute a System security plan for the
      System, which plan outlines security procedures that will be established
      and maintained in order to prevent theft or other compromise of the System
      during the shipment, storage, operation or any other phase of the parties'
      activities in connection with this Contract, including the warranty  and
      post-warranty periods. Buyer agrees to adopt and comply with and/or cause
      its agents to adopt and comply with reasonable alternate or additional
      security requirements Seller may from time to time recommend.
      17. Equipment Order Lead Times
          Delivery dates for the equipment which is the subject of this Contract
      appear in Annex B. Order lead times required for additional equipment are
      as follows: (sketch)
          Buyer will provide a rolling  ________  month  forecast of equipment
      desired for delivery. The first ________ months of this forecast are to be
      considered firm orders, subject to cancellation penalties set forth in
      Annex C.
      18. Mutual Representations
          Each party represents and warrants that:
          (a) It is duly organized and registered and in good standing in its
      state or country and has power and authority to enter into and perform
      this Contract and any other agreements and documents executed or delivered
      by it in connection herewith (collectively, with this Contract,  "the
      Documents").
          (b) Its execution, delivery and performance of the Documents have been
      duly authorized by all necessary action.
      19. Confidentiality
          (a) Buyer agrees that any information or data such as Seller's
      drawings and software (including, without limitation, designs, reports,
      software documentation, manuals, models, and the like), revealed by Seller
      to Buyer and containing proprietary information marked or identified as
      "proprietary" or "confidential" shall be maintained in confidence by Buyer
      with at least the same care and safeguards as are applied to Buyer's own
      proprietary information, but in no event with less than reasonable care.
      Such information or data shall not be duplicated, disclosed to others, or
      used without the written permission of Seller. These obligations shall not
      apply to any information or data which is in or comes into the  public
      domain without violation of this provision; or is received lawfully by
      Buyer from a third party; or is developed by Buyer independently and
      without benefit of the information or data received from Seller.  Seller
      shall have no obligation to provide confidential or   proprietary
      information.
          (b) Buyer's obligations under this clause shall remain in effect for
      _______ years after this Contract is signed by the Seller and Buyer. All
      tangible forms of Seller's proprietary information delivered by Seller to
      Buyer shall be and remain the property of Seller, and shall be returned to
      Seller upon Seller's request.
          (c) Except as expressly provided herein, it is agreed that no license
      under any patents, trade secrets or copyrights of Seller is granted to
      Buyer by the disclosure of Seller's   confidential or proprietary
      information.
          (d) Neither party shall use the name or the name of any trademark or
      trade name (or symbolic representation thereof) of the other party or its
      parent, subsidiaries or other  affiliates, in marketing, advertising,
      public relations efforts or in any other manner  without the express
      written consent of such other party in each instance, which consent  shall
      not unreasonably be withheld or delayed.
      20. Indemnification
          (a) Each party shall indemnify and hold harmless the other party,  its
      shareholders,  directors, officers, employees, agents, designees and
      assignees, or any of them, from and  against all losses, damages,
      liabilities, expenses, costs, claims, suits, demands, actions,  causes of
      actions, proceedings, judgments, assessments, deficiencies and charges
      (collectively, "Damages") caused by, relating to or arising from the
      performance by such  party in accordance with this Contract of its
      obligations hereunder, and Buyer shall also  indemnify Seller, without
      limiting the foregoing, for any such item caused by, relating to or
      arising from (a) the programming services which are authorized for viewing
      using the System, including any assertion that any such programming
      service involves copyright infringement, (b) any disputes between Buyer
      and any of its program distributors or other distributors or affiliates,
      (c) any disputes or claims involving the subscribers for  Buyer's
      programming services, or (d) any assertion that Buyer has been involved
      in, that Buyer's conduct of subscription involves, or that Buyer's use of
      the System involves, any unfair competition or violations of laws, rules
      or regulations.
          (b) In the event of a third-party claim, with respect to which a party
      is entitled to  indemnification hereunder, a party (the "Indemnified
      Party") shall notify the other party (the "Indemnifying Party") in writing
      as soon as practicable, but in no event later than  ______ days after
      receipt of such claims. The Indemnified Party's failure to provide such
      notice shall not preclude it from seeking indemnification hereunder unless
      such failure has materially prejudiced the Indemnifying Party's ability to
      defend such claim. The Indemnifying Party shall promptly defend such claim
      (with counsel of its own choosing) and  the Indemnified Party shall
      cooperate with the Indemnifying Party in the defense of such  claim,
      including the settlement of the matter on the basis stipulated by the
      Indemnifying Party (with the Indemnifying Party being responsible for all
      costs and expenses of such settlement). If the Indemnifying Party within a
      reasonable time after notice of a claim fails to defend the Indemnified
      Party, the Indemnified Party shall be entitled to undertake  the defense,
      compromise or settlement of such claim at the expense of the Indemnifying
      Party. Upon the assumption of the defense of such claim, the Indemnifying
      Party may settle, compromise or defend as it sees fit.
          Notwithstanding anything to the contrary set forth in this Section,
      Seller will defend any suit, claim, action or proceeding brought against
      Buyer to the extent that such suit, claim, action or proceeding is based
      on a claim that goods manufactured and sold by Seller  to Buyer infringe
      patent, copyright, mask work, trademark, trade secret or any other
      intellectual property rights of any third party and Seller shall pay all
      damages and costs awarded by final judgment (from which no appeal may be
      taken) against Buyer, as well as  its actual expenses and costs, on
      condition that Seller (i) is promptly informed and  furnished a copy of
      each communication, notice or other action relating to the alleged
      infringement, (ii) is given sole control of the defense (including the
      right to select counsel), and the sole right to compromise and settle such
      suit or proceeding; provided however, that Seller's liability hereunder,
      if any, shall be strictly and solely limited to the amount of royalties
      which would be payable in respect of revenues derived by Seller from Buyer
      from sales of the infringing goods. Seller shall not be obligated to
      defend or be liable for costs and damages if the infringement arises out
      of a combination with, an addition to, or modification of the goods after
      delivery by Seller, or from use of the goods, or any part thereof, in the
      practice of a process.
          If any goods manufactured and supplied by Seller to Buyer are held to
      infringe any valid patent and Buyer is enjoined from using the same, or if
      Seller believes such infringement  is likely, Seller will exert all
      reasonable efforts at its option and expense (i) to procure for Buyer the
      right to use such goods free of any liability for such infringement, or
      (ii)  replace or modify such goods with a noninfringing substitute
      otherwise complying substantially with all the requirements of this
      Contract, or (iii) upon return of the goods, refund the purchase price and
      the transportation costs of such goods (less reasonable  allowance for
      their use and benefit derived  therefrom for the period of time from
      delivery  to Buyer, such allowance being based on a straight-line
      depreciation period of _______ years from the date of shipment by Seller).
      If the infringement is alleged prior to completion  of delivery of the
      goods, Seller has the right to decline to make further shipments without
      being in breach of contract. If Seller has not been enjoined from selling
      such goods to Buyer, Seller may (at Seller's sole election), at Buyer's
      request, supply such goods to Buyer, in which event Buyer shall be deemed
      to extend to Seller the same patent indemnity hereinabove stated.
          The same patent indemnity shall be deemed to be extended to Seller by
      Buyer if any suit or proceeding is brought against Seller based on a claim
      that the goods manufactured by  Seller in compliance with Buyer's
      specifications infringe any valid patent.
          Buyer shall promptly notify Seller of any infringement by a third
      party of intellectual  property rights licensed to Buyer under this
      Contract. In the event that a third party  infringes such intellectual
      property rights, the Parties shall cooperate with one another  to take
      appropriate action to cause such infringement to cease.
          The foregoing states the sole and exclusive liability of the parties
      hereto for infringement of patents, copyrights, mask works, trade secrets
      trademarks, and other proprietary rights, whether direct or contributory,
      and is in lieu of all warranties, express, implied or statutory, in regard
      thereto, including, without limitation, the warranty against infringement
      specified in the uniform commercial code.
      21. Limitation of Liability
          Buyer agrees that in no event shall Seller be liable for damages
      hereunder, or for any claim of any kind as to any System or System
      components delivered or for nondelivery of  such System or components,
      regardless of the form of the action, in an amount greater than  the
      purchase price of the System or components in respect of which such claim
      is made.
          In no event shall Seller be liable for any loss of profits, loss of
      use, interruption of business, or indirect, special or consequential
      damages of any kind.
      22. Force Majeure
          The term "Force Majeure" means acts of God, fire, casualty, flood,
      earthquake, strikes or lockouts, riots, insurrections or civil disorders,
      embargoes, war, any future law,  order, regulation, or other act of
      government, and other delays beyond Seller's reasonable  control. If
      Seller's performance of this Contract is prevented, restricted, delayed or
      interfered with by reason of Force Majeure, Seller's performance shall be
      excused , to the extent delayed or prevented by Force Majeure, provided,
      however, that Seller take reasonable steps to avoid or remove such causes
      of nonperformance and shall continue performance  whenever and to the
      extent such causes are removed.
          If, due to a Force Majeure event,  the Buyer and/or Seller cannot
      accomplish its contractual obligations for a period of _______ consecutive
      months, the Buyer and Seller shall meet and come to an agreement within
      the shortest possible period of time upon the  conditions on which they
      could continue the execution of this contract.
          Should the Buyer and Seller fail to agree on the conditions of such
      continuation, the matter shall be referred to arbitration in accordance
      with Article 26 hereof.
      23. Termination
          (a) Buyer or Seller shall have the right to terminate this Contract if
      the other makes an assignment for the benefit of creditors, or a receiver,
      trustee in bankruptcy or similar officer is appointed to take charge of
      all or any part of the party's property or business or is adjudicated a
      bankrupt.
          (b) Seller shall have the right to terminate this Contract if Buyer
      neglects or fails to make payment in accordance with the terms hereof and
      such condition is not remedied within  ____________ business days after
      written notice to Buyer. Seller may, at Seller's option, extend the time
      for Buyer's cure.
      24. Nonwaiver of Rights
          Neither the waiver by a party hereto of a breach of, or a default
      under, any of the provisions of this Contract, nor the failure of a party
      on one or more occasions, to enforce  any of the provisions of this
      Contract or to exercise any right or privilege hereunder shall  thereafter
      be construed as a waiver of any subsequent breach or default, or as a
      waiver of any of such provisions, rights or privileges hereunder.
      25. Notices
          All notices, requests, or other communications which may be sent by
      either party to the other party pursuant to this Contract shall be in
      writing and shall be addressed as follows:
          If to Seller:               If to Buyer:
          All communications between the parties in the course of the present
      Contract shall be made in ___________ language by registered airmail
      letter sent to the addresses set forth herein or by facsimile. The date of
      receipt of notice shall be deemed to be _______ days after its postmark in
      the case of registered mail or the date of dispatch of a facsimile.
      26. Applicable Law and Resolution of Disputes
          This Contract is made in accordance with the Foreign Economic Contract
      Law of the People's Republic of China and the laws of ___________
      (country). The laws of ____________ (country) shall be applied to the
      settlement of any disputes arising from this Contract.
          (a) Consultations. In the event any dispute arises in connection with
      the validity, interpretation, or implementation of this Contract or any of
      its annexes, the Parties shall attempt in the first instance to resolve
      such dispute through friendly consultations. If  the dispute is not
      resolved in this manner within ______ days after the date on which one
      Party has served written notice on the other Party for the commencement of
      consultations, then either party may refer the dispute to arbitration in
      accordance with the provisions of this Section 26.
          (b) Arbitration. (sketch)
      27. Binding Effect
          These terms and conditions shall be binding upon and inure to the
      benefit of the parties hereto, their successors and permitted assigns.
      28. Entire Contract
          The terms and conditions incorporated herein contain the entire
      agreement and understanding between the parties with respect to the
      subject matter hereof and merge and  supersede all prior agreements,
      understandings and representations. No additions or modifications shall be
      effective unless in writing signed by the parties hereto. The  present
      Contract shall be made in __________ Language in four (4) originals, two
      (2) for each party.
          In witness whereof, the parties have duly executed this Contract on
      the date first above written.
          SELLER:                     BUYER:
          By:                         By:
      Annex A  System Components (sketch)
      Annex B  Delivery and Installation Timetable (sketch)
      Annex C  Price and Payment Terms (sketch)
      Annex D  Product Description and Specifications (sketch)
      Annex E  Seller's Software License Agreement
          The terms and provisions of this Annex E (License Contract) provide
      for the licensing  by Seller to Buyer of certain computer software
      specified below where such software is used  either as part of or in
      conjunction with the System to be provided by Seller under this  Contract,
      or which this Annex E forms a part thereof.
      1. Grant of License
          Seller (hereinafter Licensor) hereby grants to Buyer (hereinafter
      Licensee) and Licensee hereby accepts, a nontransferable, nonexclusive
      license to use and copy, on the terms and conditions set forth herein, the
      software program (s) listed in Article 10 of  this License Contract and
      described in the product specifications. Said program (s) listed in
      Article 10 of this License Contract together with any copies or
      reproductions thereof or excerpts therefrom, are herein collectively
      referred to as the "Program". No license, expressed or implied, is granted
      except as specifically provided herein.
      2. Restriction on Use
          Licensee may use the Program solely and exclusively on the computer
      (s) furnished by the Seller under terms of this Contract, as part of each
      System, except that the Program may also be used on Licensee's backup
      computer if the System computers are inoperative because of malfunction or
      during the performance of preventive maintenance, engineering  changes or
      changes in features or model, until the System control computer (s) is
      restored to operative status. Licensee shall use the Program only in
      connection with its immediate internal operations, and shall not offer or
      supply the use of the Program to others under any circumstance.
          No other software program can be installed, operated, or configured on
      the System Control Computer hardware without prior written approval by
      Seller. This includes  operating or application software that may be
      available from Seller that is not covered by this License Contract.
      3. Restriction on Copying
          Licensee shall make no copies of the Program, or any part thereof,
      except that Licensee may make copies of the Program solely for the
      purposes of backup, archival storage and placing the Program in a form
      suitable for execution. All permitted copies shall be clearly marked with
      the same Licensor proprietary and copyright restrictions which appear on
      the Program originally supplied to Licensee. Permitted copies shall be
      stored in a secure manner.
       4. Restriction on Transfer
          Licensee shall not sell, assign, sublicense, transfer, or otherwise
      make available the Program, except as may be permitted by this Contract
      and only with written prior consent by Seller.
      5. Buyership Rights
          Title to the Program shall be and remain in Licensor, and no title to
      or ownership of or technology transfer of the Program or any portion
      thereof is conveyed or transferred  to the Licensee hereby. Licensee
      acknowledges the Program constitutes confidential and   proprietary
      information and trade secrets of Licensor, whether or not the Program, or
      any portion of it, is or may be copyrighted or copyrightable  and/or
      patented or patentable, and that disclosure of the Program to Licensee is
      on the basis of the confidential relationship between Licensee and
      Licensor under this Contract.
      6. Restriction on Disclosure
          Except as expressly permitted herein, Licensee shall not disclose or
      otherwise make available the Program, 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 Program in Licensee's business. Licensee shall take
      all reasonable steps necessary to insure the Program, or any  portion
      thereof, is not disclosed or otherwise made available by Licensee (or
      employees of Licensee) to any third party.
      7. Warranty
          Licensor warrants it has the right to grant the license herein
      granted, and for a period of one (1) year from the date of Acceptance
      (herein the "warranty Period"), the Program will perform substantially in
      the manner set forth in the specifications. Licensor's sole  obligation
      under this warranty shall be to correct or replace any Program found to be
      defective from normal usage. This warranty is expressly in lieu of all
      other 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 program and/or its associated
      documentation, if any, will meet licensee's requirements, be error free,
      or operate without interruption, 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 other pecuniary loss) even if licensor has
      been advised of the possibility that such damages may arise.
      8. Patent and 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 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 Program used within the scope of the license herein
      granted constitutes an infringement of any patent or copyright; provided
      Licensee shall have given Licensor prompt notice in writing 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 Licensor's liability hereunder, if any, shall be strictly
      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
      right to effect any settlement or compromise. In case the Program 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 Program, or (b) replace or modify the same so
      that it becomes noninfringing and performs the same  service with
      substantially the same quality, or (c) grant Licensee a credit, less
      reasonable depreciation for use, damage and obsolescence, upon return of
      the Program to Licensor. Licensor shall have no liability for any claim of
      copyright or patent infringement based on: (1) use of other than a current
      unaltered release of the Program; or (2) use of a current  unaltered
      release of the Program with non-Licensor Programs or data. The foregoing
      states the entire liability with respect to infringement of any copyrights
      or patents with regard to the Program.
      9. Terms and Termination
          The term of this License Contract and the license granted hereunder
      shall commence on the date hereof, and shall terminate on the earlier 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 ________ 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.
      10. Licensed Programs
          Program(s) licensed under this License Contract: __________.
      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:
      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:
      I. Standard License Terms
       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.
      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.
      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.
      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.
      E. Personal, Nonexclusive Licenses
          Customer's sublicense is personal and nonexclusive and may not be
      transferred without ___________ Corporation's express consent.
      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.

      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.
      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:     
      Our Contract Template Database is complied in accordance with laws of
      P.R.China.This English document is translated according to its Chinese
      version. In case of discrepancy, the original version in Chinese shall
      prevail.

, to the extent delayed or prevented by Force Majeure, provided,
      however, that Seller take reasonable steps to avoid or remove such causes
      of nonperformance and shall continue performance  whenever and to the
      extent such causes are removed.
          If, due to a Force Majeure event,  the Buyer and/or Seller cannot
      accomplish its contractual obligations for a period of _______ consecutive
      months, the Buyer and Seller shall meet and come to an agreement within
      the shortest possible period of time upon the  conditions on which they
      could continue the execution of this contract.
          Should the Buyer and Seller fail to agree on the conditions of such
      continuation, the matter shall be referred to arbitration in accordance
      with Article 26 hereof.
      23. Termination
          (a) Buyer or Seller shall have the right to terminate this Contract if
      the other makes an assignment for the benefit of creditors, or a receiver,
      trustee in bankruptcy or similar officer is appointed to take charge of
      all or any part of the party's property or business or is adjudicated a
      bankrupt.
          (b) Seller shall have the right to terminate this Contract if Buyer
      neglects or fails to make payment in accordance with the terms hereof and
      such condition is not remedied within  ____________ business days after
      written notice to Buyer. Seller may, at Seller's option, extend the time
      for Buyer's cure.
      24. Nonwaiver of Rights
          Neither the waiver by a party hereto of a breach of, or a default
      under, any of the provisions of this Contract, nor the failure of a party
      on one or more occasions, to enforce  any of the provisions of this
      Contract or to exercise any right or privilege hereunder shall  thereafter
      be construed as a waiver of any subsequent breach or default, or as a
      waiver of any of such provisions, rights or privileges hereunder.
      25. Notices
          All notices, requests, or other communications which may be sent by
      either party to the other party pursuant to this Contract shall be in
      writing and shall be addressed as follows:
          If to Seller:               If to Buyer:
          All communications between the parties in the course of the present
      Contract shall be made in ___________ language by registered airmail
      letter sent to the addresses set forth herein or by facsimile. The date of
      receipt of notice shall be deemed to be _______ days after its postmark in
      the case of registered mail or the date of dispatch of a facsimile.
      26. Applicable Law and Resolution of Disputes
          This Contract is made in accordance with the Foreign Economic Contract
      Law of the People's Republic of China and the laws of ___________
      (country). The laws of ____________ (country) shall be applied to the
      settlement of any disputes arising from this Contract.
          (a) Consultations. In the event any dispute arises in connection with
      the validity, interpretation, or implementation of this Contract or any of
      its annexes, the Parties shall attempt in the first instance to resolve
      such dispute through friendly consultations. If  the dispute is not
      resolved in this manner within ______ days after the date on which one
      Party has served written notice on the other Party for the commencement of
      consultations, then either party may refer the dispute to arbitration in
      accordance with the provisions of this Section 26.
          (b) Arbitration. (sketch)
      27. Binding Effect
          These terms and conditions shall be binding upon and inure to the
      benefit of the parties hereto, their successors and permitted assigns.
      28. Entire Contract
          The terms and conditions incorporated herein contain the entire
      agreement and understanding between the parties with respect to the
      subject matter hereof and merge and  supersede all prior agreements,
      understandings and representations. No additions or modifications shall be
      effective unless in writing signed by the parties hereto. The  present
      Contract shall be made in __________ Language in four (4) originals, two
      (2) for each party.
          In witness whereof, the parties have duly executed this Contract on
      the date first above written.
          SELLER:                     BUYER:
          By:                         By:
      Annex A  System Components (sketch)
      Annex B  Delivery and Installation Timetable (sketch)
      Annex C  Price and Payment Terms (sketch)
      Annex D  Product Description and Specifications (sketch)
      Annex E  Seller's Software License Agreement
          The terms and provisions of this Annex E (License Contract) provide
      for the licensing  by Seller to Buyer of certain computer software
      specified below where such software is used  either as part of or in
      conjunction with the System to be provided by Seller under this  Contract,
      or which this Annex E forms a part thereof.
      1. Grant of License
          Seller (hereinafter Licensor) hereby grants to Buyer (hereinafter
      Licensee) and Licensee hereby accepts, a nontransferable, nonexclusive
      license to use and copy, on the terms and conditions set forth herein, the
      software program (s) listed in Article 10 of  this License Contract and
      described in the product specifications. Said program (s) listed in
      Article 10 of this License Contract together with any copies or
      reproductions thereof or excerpts therefrom, are herein collectively
      referred to as the "Program". No license, expressed or implied, is granted
      except as specifically provided herein.
      2. Restriction on Use
          Licensee may use the Program solely and exclusively on the computer
      (s) furnished by the Seller under terms of this Contract, as part of each
      System, except that the Program may also be used on Licensee's backup
      computer if the System computers are inoperative because of malfunction or
      during the performance of preventive maintenance, engineering  changes or
      changes in features or model, until the System control computer (s) is
      restored to operative status. Licensee shall use the Program only in
      connection with its immediate internal operations, and shall not offer or
      supply the use of the Program to others under any circumstance.
          No other software program can be installed, operated, or configured on
      the System Control Computer hardware without prior written approval by
      Seller. This includes  operating or application software that may be
      available from Seller that is not covered by this License Contract.
      3. Restriction on Copying
          Licensee shall make no copies of the Program, or any part thereof,
      except that Licensee may make copies of the Program solely for the
      purposes of backup, archival storage and placing the Program in a form
      suitable for execution. All permitted copies shall be clearly marked with
      the same Licensor proprietary and copyright restrictions which appear on
      the Program originally supplied to Licensee. Permitted copies shall be
      stored in a secure manner.
       4. Restriction on Transfer
          Licensee shall not sell, assign, sublicense, transfer, or otherwise
      make available the Program, except as may be permitted by this Contract
      and only with written prior consent by Seller.
      5. Buyership Rights
          Title to the Program shall be and remain in Licensor, and no title to
      or ownership of or technology transfer of the Program or any portion
      thereof is conveyed or transferred  to the Licensee hereby. Licensee
      acknowledges the Program constitutes confidential and   proprietary
      information and trade secrets of Licensor, whether or not the Program, or
      any portion of it, is or may be copyrighted or copyrightable  and/or
      patented or patentable, and that disclosure of the Program to Licensee is
      on the basis of the confidential relationship between Licensee and
      Licensor under this Contract.
      6. Restriction on Disclosure
          Except as expressly permitted herein, Licensee shall not disclose or
      otherwise make available the Program, 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 Program in Licensee's business. Licensee shall take
      all reasonable steps necessary to insure the Program, or any  portion
      thereof, is not disclosed or otherwise made available by Licensee (or
      employees of Licensee) to any third party.
      7. Warranty
          Licensor warrants it has the right to grant the license herein
      granted, and for a period of one (1) year from the date of Acceptance
      (herein the "warranty Period"), the Program will perform substantially in
      the manner set forth in the specifications. Licensor's sole  obligation
      under this warranty shall be to correct or replace any Program found to be
      defective from normal usage. This warranty is expressly in lieu of all
      other 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 program and/or its associated
      documentation, if any, will meet licensee's requirements, be error free,
      or operate without interruption, 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 other pecuniary loss) even if licensor has
      been advised of the possibility that such damages may arise.
      8. Patent and 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 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 Program used within the scope of the license herein
      granted constitutes an infringement of any patent or copyright; provided
      Licensee shall have given Licensor prompt notice in writing 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 Licensor's liability hereunder, if any, shall be strictly
      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
      right to effect any settlement or compromise. In case the Program 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 Program, or (b) replace or modify the same so
      that it becomes noninfringing and performs the same  service with
      substantially the same quality, or (c) grant Licensee a credit, less
      reasonable depreciation for use, damage and obsolescence, upon return of
      the Program to Licensor. Licensor shall have no liability for any claim of
      copyright or patent infringement based on: (1) use of other than a current
      unaltered release of the Program; or (2) use of a current  unaltered
      release of the Program with non-Licensor Programs or data. The foregoing
      states the entire liability with respect to infringement of any copyrights
      or patents with regard to the Program.
      9. Terms and Termination
          The term of this License Contract and the license granted hereunder
      shall commence on the date hereof, and shall terminate on the earlier 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 ________ 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.
      10. Licensed Programs
          Program(s) licensed under this License Contract: __________.
      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:
      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:
      I. Standard License Terms
       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.
      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.
      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.
      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.
      E. Personal, Nonexclusive Licenses
          Customer's sublicense is personal and nonexclusive and may not be
      transferred without ___________ Corporation's express consent.
      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.

      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.
      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:     
      Our Contract Template Database is complied in accordance with laws of
      P.R.China.This English document is translated according to its Chinese
      version. In case of discrepancy, the original version in Chinese shall
      prevail.


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