GENERAL AGREEMENT FOR SOFTWARE LICENSE Effective as of this Agreement is made and entered into between Ltd. (hereafter referred to as Licensor) and Inc. (hereinafter referred to as Licenses). 本协议于 年 月 日由 有限公司（一些简称许可方）
GENERAL AGREEMENT FOR SOFTWARE LICENSE
Effective as of this Agreement is made and entered into between Ltd. (hereafter referred to as “Licensor”) and Inc. (hereinafter referred to as “Licenses”).
本协议于 年 月 日由 有限公司（一些简称“许可方”）与 公司（以下简称：“被许可方”）订立。
ARTICLE 1 RELATION BETWEEN THIS AGREEMENT AND INDIVIDUAL CONTRACTS
The terms and conditions stipulated in this Agreement shall apply to the individual contracts concluded from time to time between Licensor and Licencee concerning the license for the use of the software which is developed by Licensor (hereinafter referred to as “Licensed Software”). When the terms and conditions of the individual contracts are inconsistent with the provisions of this Agreement, the provisions of this Agreement shall prevail unless specifically provided in the individual contracts.
ARTICLE 2 GRANT OF LICENSE 第二条 许可的授予
Subject to the terms and conditions hereinafter set forth, Licensor hereby grants to Licensee a license and a right to use the Licensed Soft ware, owned by Licensor with the right to sub-license to its subsidiary companies. No other right, license, benefit or privilege, express or implied, is granted unless specifically set forth herein.
ARTICLE 3 DELIVERY OF LICENSED SOFTWARE 第三条 许可软件的交付
Licensor shall deliver the licensed Software to Licensee within sixty (60) days after the execution of each individual contract by both parties. Licensor will provide a replacement copy of the Licensed Software if the medium on which the Licensed Software is delivered is defective and prevents the Licensed Software from being used.
ARTICLE 4 LICENSE FEE 第四条 许可费
4.1 The license fee shall be stipulated in each individual contract. Licensee shall inspect and accept the Licensed Software within thirty (30) days after receipt thereof and shall inform Licensor of the acceptance in writing. Licensee shall pay the license fee to Licensor within thirty (30) days from the acceptance.
4.2 Any withholding taxes which may be levied or imposed on Licensor by the Government of Licensee with respect to the payment of license fee pursuant to this Agreement shall be borne by Licensor. Licensee shall promptly pay such withholding taxes for and on behalf of Licensor to the appropriate tax authorities and shall furnish Licensor with official tax receipts or other appropriate evidence issued by the tax authorities in order to enable Licensor to claim for income tax credit in respect of any taxes so paid. Any other taxes or charges which may be imposed as a result of the existence or operation of this Agreement shall be borne by Licensee.
ARTICLE T MAINTENANCE, ADVICE AND TRAINING
5.1 Subject to Article 5.4, Licensor shall provide Licensee with the following maintenance services in order that the Licensed Software may continue to be operable. The maintenance services mean the problem solution necessary for normal continuous operation of the functions which are described in the function description at the time of contract. Any new additional function which is not included in the function description at the time of contract is not included as the subject of maintenance.
（1）Licensor will advise Licensee concerning the investigation of the cause and solution of problems arising from the use of Licensed Software for its intended purpose. If the cause of a problem arises from the Licensed Software, Licensor shall investigate the cause and solve the problem. The manner in which Licensor solve the problem shall be decided by mutual agreement.
（2）Subject to Article 5.3, the maintenance services identified above will be provided at no additional charge to Licensee for a period of one (1)year from the date of original delivery of the Licensed Software. Thereafter, Licensee must bear the costs of such maintenance services at terms to be agreed upon by both parties.
（3） The Licensee is entitled to receive advice in accordance with paragraph (1) above at no additional charge during the one(1) year period only if the Licensee has received formal training from Licensor in accordance with Article 5.2.
5.2 Licensor will provide training to Licensee regarding the use of the Licensed Software at a cost and other terms to be agreed upon by both parties.
5.3 In the event that Licensor provides maintenance services at Licensee’s factory at any time agreed hereunder, Licensee shall pay the traveling and lodging expenses and the daily allowance of Licensor maintenance personnel at terms to be agreed upon by both parties.
5.4 Enhancement and Extension增容与扩展
(1) Any additional services that are provided by Licensor at Licensee’s request, such as enhancements, extensions, other modifications of the Licensed Software and the like, will only be provided in accordance with cost and other terms to be mutually agreed upon by the parties.
(2) Licensor undertakes no obligation to provided maintenance, training or advice with respect to any portion of the Licensed Software that is modified by Licensee or with repect to any additions to the Licensed Software made by Licensee.
5.5 With regard to rendering the actual services related to information technologies, Licensor reserves the right to use any external resources for the fulfillment.
ARTICLE 6 RESPONSIBILITY 第六条 责任
6.1 Should Licensee discover a defect while Licensee uses the Licensed Software in accordance with specifications, Licensee shall notify Licensor in writing. In that event Licensee has the right to receive the maintenance service stipulated under Article 5 hereof.
6.2 If the defect of the Licensed Software is substantial and material and prevents the achievement of the purpose of this Agreement an does not arise from any Licensee modification or addition, Licensee has the right to terminate this Agreements so long as the right is exercised within one year after the execution of this Agreement. In that event, Licensee has the right to ask Licensor for damages not exceeding the amount of license fee paid by Licensee.
6.3 Except as otherwise provided herein, Licensor shall not be responsible for any damage, loss, costs or expenses of any nature of Licensee or third parties arising from the Licensed Software or performance of this Agreement. In so far as Licensor has any such responsibility, Licensee irrevocably waives such responsibility expect for Licensor intentional act or gross negligence.
ARTICLE 7 COPYRIGHT 第七条 版权
7.1 Licensee acknowledges that Licensor owns or controls the copyrights and author’s moral rights to the Licensed Software. Licensee is prohibited from granting to any other person, any rights, license, benefit or privilege in or to the Licensed Software or any portion thereof. Licensee further acknowledges that no modifications of or additions to the Licensed Software by Licensee will result in Licensee acquiring any rights in the Licensed Software other than as expressly granted herein.
7.2 To the extent that Licensee has any rights as a result of Licensee’s modifications of or additions to the Licensed Software, Licensee hereby grants to Licensor a fully-paid, royalty free worldwide right and license to use any and all modifications of and additions to the Licensed Software developed in whole or in part by Licensee, and to sublicense software incorporating or based on any such modifications and/or additions, unless otherwise agreed upon between the parties hereto.
ARTICLE 8 REPRODUCTION AND MODIFICATION 第八条 复制与更改
Licensee any make copies of the Licensed Software to the extent necessary for use by Licensee’s plural number of computers which are connected to one server, or for archival and back-up purposes.
8.2 Licensee may modify the Licensed Software to the extent necessary to allow the Licensed Software to be used on Licensee’s computers, and to add features for Licensee’s own internal use in its factory; provided, however, Licensee may not in any event modify the main functions of the Licensed Software without Licensor prior written consent; and provided further that Licensee may not distribute any software incorporating any such modifications without Licensor prior written consent.
8.3 Licensee must obtain the prior written approval of Licensor before having any modifications or additions to the Licensed Software prepared by an independent contractor or any person who is not an employee of Licensee acting within the scope of his or her employment unless specifically agreed by both parties. In addition Licensor will not grant such approval unless the independent contractor or other person agrees such approval unless the independent contractor or other person agrees to grant Licensor the license provided in Article 7.2, and otherwise agrees to be bound by restrictions on the use, reproduction and disclosure of any such modification or addition consistent with this Agreement.
8.4 Licensee agrees not to copy, modify, enhance or merge the Licensed Software or any portion thereof, except as expressly permitted by this Agreement, and not to decompile or reverese engineer the Licensed Software.
ARTICLE 9 SECRECY 第九条 商业秘密
9.1 Subject to the provisions of Article 7.2, the parties hereto shall not disclose to third parties, without prior written consent of the other, the secret information which is received from the other party in the performance of this Agreement. Such secret information includes, but is not limited to:
（1）the Licensed Software and any modifications thereof, the algorithms and processes embodied in the Licensed Software and any modifications thereof, and all documentation and information exchanged by the parties relating to the use and operation of the Licensed Software and any modifications thereof;
（2）this Agreement and the terms thereof; 本协议及其条款
（3）any non-public business and technical information relating to the facilities, organization, personnel, business activities, finances, costs, policies, manufacturing and other processes, products, operations, equipment or customers of the parties and their respective affiliates; and
（4）any other proprietary information that a party designates as confidential.
9.2 The secrecy obligations on the parties survive termination of this Agreement;
ARTICLE 10 TERM 第十条 协议期限
The term of this Agreement shall be for a period of one(1) year from the date of execution of this Agreement by both parties hereto; provided, however, this Agreement shall be automatically extended for one (1) year periods thereafter unless either of the parties hereto notifies the other in writing of its desire to terminate this Agreement at least thirty (30) days prior to the date of expiration of this Agreement or extension thereof.
ARTICLE 11` TERMINATION 第十一条 协议的终止
11.1 Licensor may terminate this Agreement if:
(1) Licensee declares bankruptcy; or is declared insolvent or not credit worthy by a financial agency.
（2）Licensee is placed under a legal obligation by a competent authority to terminate the relationship with Licensor under this Agreement.
（3）Licensee becomes subject to a provisional seizure order（s）or a provisional injunction（s） issued by a legal agency of competent jurisdiction, or a compulsory execution (s) by a third party (ies) under the authority of a legal agency of competent jurisdiction, such that it is not practical for Licensee to carry out its obligations under this Agreement.
（4） Licensee fails to comply with any obligations required under this license.
11.2 Upon termination, Licensee shall return the Licensed Software and documentation thereof and destroy all copies of the same. Licensee shall certify in writing to Licensor that said copy destruction has been finished.
11.3 Licensee agrees to indemnify and hold harmless Licensor for any and all damages, expenses, and other costs, including attorney fees, arising from or related to Licensee’s breach of this Agreement.
ARTICLE 12 GENERAL PROVISIONS 第十二条 一般规定
12.1 This Agreement shall be governed by the laws of .
12.2 In the event of any dispute or difference, alleged tort or other grievance arising out of or relating to this Agreement, or with regard to performance of any obligation hereunder by either party hereto, the aggrieved party shall give notice of such grievance and thereafter both parties hereto shall use their best efforts to settle the same amicably. Should they be unable to do so within sixty(60) days after notice of the grievance has been given, such grievance shall be finally settled by arbitration in in accordance with the Rules of the Each party hereto shall be bound by the judgement or award rendered by the arbitration. Both parties acknowledge and agree that arbitration as provided herein is the sole and exclusive legal procedure to be used by the parties for resolution of grievances.
因本协议而发生的或与本协议相关或相关履行一方责任的任何争议或歧义、主张的侵权或其他损害的，受损害一方应就损害情况发出通知，之后，协议双方应尽最大努力，友好协商。发出通知后六十（60）日内双方未能友好协商解决的，该损害应交由 ，依照《 仲裁规则》最终解决。本协议双方应受该仲裁裁决的约束。协议双方承认并同意，本协议规定的仲裁是双方解决损害而使用的唯一而排他性的法律程序。
12.3 Neither party shall be liable for failure to comply with any obligation under this Agreement if, but only as long as, such failure is caused by any earthquake, fire, flood, storm, legal restriction, govern mental regulation, blockade, embargo, strike, riot, war declared or undeclared, or any other cause beyond its possible control. In such a case either party may terminate this Agreement.
12.4 This Agreement constitutes the entire agreement of the parties on the subject matter of this Agreement and supersedes al prior agreements and understandings. All amendments must be in writing signed by both parties.
12.6 No waiver of any breach of the Agreement shall constitute a waiver of a subsequent breach.
12.7 If any provision of this Agreement is held invalid or unenforceable by an agency of competent jurisdiction, the remaining provisions shall nevertheless remain valid.
12.8 Any notice required or authorized to be given by either party to the other under this Agreement must be in writing in Japanese or English and be delivered personally or dispatched by registered mail, telex or telefax to the address shown below. Any time limitation provided for in this Agreement shall commence with the date following that on which the party actually receives such written notice.
The addresses of the parties are:
IN THE CASE OF LICENSOR: (name of company and address)
IN THE CASE OF LICENSEE: (name of company and address)
Any change in the address of either of the parties hereto shall be notified in writing to the other and from the date that such notice is given shall be deemed to be substituted for the address set out above.
12.9 The headings used in this Agreement are for convenience of reference only and are not to be used in the interpretation of this Agreement.