合同文件(软件许可协议英文版)

Software License Agreement

This Agreement is made and entered into by and between Nuctech Company Limited (hereinafter referred to as “Licensor ”“Licensee ”).

Whereas Licensor is the owner of the Software;

Company desires to obtain from Nuctech a non-exclusive and non-transferable license to use the Software in accordance with the terms and conditions set forth in this Agreement.

Now, therefore, both Parties hereof agree as follows:

1. Definition:

In construing this Agreement, the following words and expressions shall have the meanings hereby assigned to them, unless their use in the context is inconsistent with such meanings:

A. “Licensor ” means Nuctech Company Limited (Nuctech);

B. “Licensee ”Company;

C. “Software ”Licensor, for System;

D. “System ” means System;

E. “Agreement ” means these terms and conditions of the Agreement and the Appendix (if any) attached hereto and incorporated herein.

注：

对于定义C 项“Software ”根据实际情况填写软件的具体名称和内容。

对于定义D 项“System ”根据实际情况填写软件拟应用的系统。

2. Grant of License

Licensor hereby grants to Licensee, a non-transferable, non-exclusive license to use the software, on the terms and conditions set forth herein. No other license, expressed or implied, is granted except as specifically provided herein.

3. Restriction on Use

Licensee may use the Software only on the System as specified in this Agreement; Licensee shall use the Software only in connection with its internal operations, and shall not offer or supply the use of the Software to others under any circumstance. No other software can be installed, operated, or configured on the System unless Licensee receives prior written approval by Licensor. This includes operating or application software that may be available from Licensor that is not covered by this License Agreement.

4. Restriction on Copying

Licensee shall make no copies of the Software, or any part thereof, and the permitted Software shall be stored in a secure manner and be clearly marked with the Licensor’s copyright.

5. Restriction on Transfer

Licensee shall not sell, assign, sublicense, transfer, or otherwise make available the Software, except as may be permitted by this Agreement and only with written prior consent by Licensor.

6. Reserved Rights

The Intellectual Property to the Software including the technical data and documentation or any subsequent development and modification thereof shall be and remain in Licensor, and no title to or ownership of or technology transfer of the Software or any portion thereof is conveyed or transferred to the Licensee hereby. Licensee acknowledges the Software constitutes confidential and proprietary information and trade secrets of Licensor, whether or not the Software, or any portion of it, is or may be copyrighted or copyrightable，and that disclosure of the Software to Licensee is on the basis of the confidential relationship between Licensee and Licensor under this Agreement.

7. Restriction on Disclosure

Except as expressly permitted herein, Licensee shall not disclose or otherwise make available the Software, or any portion thereof, to any third party or to any employee of Licensee who is not of necessity authorized by Licensee to use the Software in Licensee's business. Licensee shall take all reasonable steps necessary to insure the Software, or any portion thereof, is not disclosed or otherwise made available by Licensee (or employees of Licensee) to any third party.

8. Warranty

Licensor warrants it has the right to grant the license herein granted, and for a period of one year from the date of acceptance of the Software, the Software 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 Software 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 Software 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.

9. Copyright Indemnity

Licensor agrees that it will, at its own expense, defend any action brought against Licensee, and indemnify Licensee against any award of damages and costs made against Licensee by a final judgment of a court of competent jurisdiction in any such action, insofar as the same are based on a claim that the Software used within the scope of the license herein granted constitutes an infringement of any copyright; provided Licensee shall have given Licensor prompt notice in 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 Software is, in any action, held to constitute an infringement and its use is enjoined, Licensor shall, at its option and expense (a) procure for Licensee the right to continue using the Software, or (b) replace or modify the same so that it becomes non-infringing and performs the same service with substantially the same quality. Licensor shall have no liability for any claim of copyright infringement based on: (1) use of other than a current unaltered release of the Software; or (2) use of a current unaltered release of the Software with non-Licensor Software or data. The foregoing states the entire liability with respect to infringement of any copyrights with regard to the Software.

10. Term and Termination

The term of this Agreement and the License granted hereunder shall commence on the date hereof, and shall terminate on the 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 10 days after written notice to cure such failure and avoid termination.

Upon any termination of this Agreement, pursuant to (a) or (b) above, Licensee shall promptly return the Software and all copies thereof to Licensor, and shall, within one months after any such termination furnish Licensor a written statement certifying that the Software and any related material received from Licensor or made in connection with such license have been returned to Licensor or destroyed.

11. License Fee and Terms of Payment

11.1 License fee:

The total License fee of the software is

12.2 Terms of Payment

12.2.1 Down Payment:

50% (fifty percent) of the total Agreement price shall be paid by telegraphic transfer by the Licensee to the Licensor not later than 3 days after the date of signing the Agreement by both parties;

12.2.2 Payment after Delivery:

The remaining 50% (fifty percent) of the total amount shall be paid by telegraphic transfer by the Licensee to the Licensor not later than 3 days after the software CD has been delivered at destination.

12.2.3 The payment should be paid into Licensor’s bank account information as following:

12.3 Liquidated damages for late payment:

If payment is not released within the agreed date, Licensee shall compensate Licensor 0.1% of the delayed payment per day.

If the software delivery is not made within the agreed date, Licensor shall compensate Licensee 0.1% of the payment paid per day.

13. Installation and Commissioning of Software

13.1 The Licensee shall supply, install all the hardware of the system and the operation system of the computer.

13.2 The Licensor only supplies the software itself and Licensor software engineer will go to site for the installation and commissioning of the software.

13.3 The Licensee shall give the Acceptance Certificate not later than 3 days after the date on which the Licensor software engineer has completed the installation, commissioning and test of the software.

14. Delivery Schedule

14.1 The time for delivery: the total Agreement price);

weeks after Licensor receives the

total amount of payment;

15. Taxes and Duties

15.1 Any and all taxes and duties, license and approval fees, levies, fiscal and bank charges, customs duties, cost and fees of whatsoever nature exist or which may be later imposed by any taxing authority or other governmental entity in the P.R. China in connection with the execution and performance of this Agreement, shall be borne by Licensor and on Licensor’s account.

15.2 Any and all taxes and duties, license and approval fees, levies, fiscal and bank charges, customs duties, cost and fees of whatsoever nature exist or which may be later imposed by any taxing authority or other governmental entity arising outside of the P.R. China in connection with the execution and performance of this Agreement, shall be borne by Licensee and on Licensee’s account.

16. Effectiveness and Miscellaneous

16.1 The Agreement shall be valid after it is dully signed or sealed by the two parties until all the Agreement obligations of each party have been fulfilled.

The Licensor will not start to delivery the software until the down payment 50% (fifty percent) of the total Agreement price has be paid by the Licensee to the Licensor.

The Licensor will not start to install ,commission and test the software until the total Agreement price has been paid by the Licensee to the Licensor.

.

17. Dispute Resolution

17.1 Every effort will be made to resolve amicably through mutual agreement any dispute which may arise between both parties under this Agreement.

17.2 Failing an amicable settlement after a reasonable time (not to exceed 60 days), both Parties shall agree to submit the dispute to China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its then effective arbitration rules. The arbitration shall take place in Beijing, China. The resulting award shall be final and binding on the Parties and shall be in lieu of any other remedy. The arbitration fee shall be borne by the losing Party.

In witness whereof, the Parties have executed this Software License Agreement on the date written below.

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