授权方（甲方）： Authorizing Party (Party A):
授权方（甲方）： Authorizing Party (Party A):
被授权方（乙方）：Authorized Party (Party B):
In accordance with Contract Law and Copyright Law of the People’s Republic of China and other relevant laws and regulations, the Parties have, based on the principles of equality and willingness, entered into the Contract concerning issues related to Online Edit agency and agreed as follows:
第一条 合同标的Article 1 Subject Matter
Online Edit For Periodical （hereinafter called as Online Edit）shall mean a network editing software developed by party A, through the use of technical means of information, making full use of network resources, breaking geographical limitations, to centralize the editorial procedures such as contribution of manuscripts from author and manuscript editing, editing processing and network magazine issue to online for completion. Online Edit software version, including but not limited to source code, database, documents, technical materials etc in any form, format and media. The Online Edit operator can provide the program through Internet to final users in WINDOWS platform. Any renewal, update, and revision of the software within term of validity of the Contract (if any) shall also be part of the Online Edit ; the change of the software’s name within the term of agency will not affect validity of the Contract.
第二条 代理区域： Article 2 Area of agency
第三条 代理方式Article 3 Manner of agency
以下方式可供选择：The following ways are available for choice:
独占Sole 排他Exclusive 普通Common 交叉Cross 分许可Sub-license 其他Others .
第四条 代理期限Article 4 Term of Agency
从 年 月 日至 年 月 日；或本软件正式收费日（收费运营日）算起满 年。期满后乙方享有同等条件下签署代理合同的优先权。
Term of agency from to ; or years as of the date when the software is officially charged (the date of charged operation). Upon expiration thereof, Party B shall enjoy the priority to sign the agency contract provided in the same conditions.
第五条 代理权限： Article 5 Agency authority: .
第六条 代理费用及支付Article 6 Agency fee and payment:
代理费用包括：the agency fee includes:
基础入门费Initial fee 佣金commission 其他others: .
第七条 交付、测试、验收Article 7 Delivery, Test and Acceptance
Party A shall deliver to Party B art design documents relating the Online Edit , materials on
official website, and introduction documents of the program (Chinese) within months upon entering into the Contract; Party B may use the design documents for advertisement production, publicizing, advertisements, print materials, and on the official website. Without Party A’s approval in writing, Party B shall not make any modification to the design documents and data through documents and etc. provided by Party A.
Party B shall issue program testing qualification notice or software revision notice before expiration of the testing period ( working days after delivering the Online Edit ).In case Party A fails to receive the testing qualification notice or software revision notice from Party B before expiration of the testing period, it shall be deemed as a qualified software in Party B’s check and acceptance. In such case, Party A’ s delivery shall be deemed as the finaldelivery of the Online Edit which can come into the market.
Before server construction by Party B, Party A shall provide Party B with relevant configuration materials and other necessary materials and systems for server construction in local area.
In case of any update or patch made to the Online Edit by Party A within the term of agency, it
Technical details in delivery, testing and acceptance and working procedures may be stipulated
in the appendix between both Parties.
All user data obtained through operation of the program in the area of agency shall be jointly ownedby both Parties.
第八条 技术支持 Article 8 Technical Support
Within the term of agency, Party A shall provide to Party B, as of the date when the software
comes into the market, the updated Online Edit free of charge on a timely basis. However, in case of update enough made to produce a new version, and that functions are completely changed without relation to the original version, Party B shall pay the development fee to Party A; specific stipulations may be made in the supplement agreement entered into between the Parties through consultation.
In case of Party B’s needs for assistance from Party A’s technical personnel on server construction for the Online Edit or needs for on-site technical consultation and training regarding other technical problems arising from daily operation of the Online Edit , Party A shall appoint its technical personnel to provide assistance, the traffic and accommodation costs arising from which shall be born by Party B.
第九条 测试性使用、收费运营日Article 9 Open Beta Testing and Date of Fee Charged
Party B shall start user beta testing of the Online Edit (make the software come into the market) for free within working days after receiving the master copy of Online Edit from Party A.
2.在期刊编辑软件测试性使用期内由乙方根据市场状况决定期刊编辑软件的收费运营日，但收费运营日最晚不得超过软件上市日后的 个自然日，最晚不得超过 年 月 日 ；如有需要，双方可协商延长。
Within the open beta testing period, Party B shall decide the date of charged operation of the
Online Edit based on market conditions, which shall not be later than natural days as of the date
when the software comes into the market (not later than ); the Parties may extend the testing period through consultation if necessary.
第十条 宣传推广Article 10 Publicizing and Promotion
Parties hereto shall publicize and promote the Online Edit in the territory of authorization, all costs arising from which shall be born by Party A. And the publicizing and promotion shall include but not limited to producing publicizing materials, product packaging, poster, boards, advertisements, press conference and other promotion activities, so as to enhance final users’ favor and faithfulness on this Online Edit.
第十一条 各方权利义务Article 11 Each party’s Rights and Obligations
11．1 甲方权利义务 Rights and Obligations of Party A
Party A shall be entitled to supervise Party B’s business within the scope of agency in accordance with stipulations contained herein; raise an objection to any modification, name change, adding, deleting, separation, and decompiling of the software by Party B without its approval in writing, and pursue legal liabilities of Party B.
Party A shall deliver the software of Online Edit with the contents and in the time as stipulated.
Party A shall deliver relevant materials relating the Online Edit as stipulated, including but not
limited to design documents, official website materials, and introduction and publicizing documents of the program.
Party A shall provide technical support and training to Party B in accordance with stipulations
Any update or patch made to the Online Edit by Party A shall be notified to Party B in time and solved as stipulated.
Party A shall assist Party B with requirement of approval, filing and registration procedures with respect to the sale market in the territory of authorization.
11.2乙方权利义务 Rights and Obligations of Party B
Party B shall be entitled to request Party A to deliver the program and relevant materials in accordance with stipulations contained herein, and provide necessary technical support and training.
Party B shall pay the agency fee to Party A in time in accordance with stipulations contained
Without Party A’s approval in writing, Party B shall not conducting modification, name change,
adding, deleting, separation, and decompiling of the Online Edit .
Party B shall perform its operation and maintenance obligations as stipulated within the term of
Party B shall promise to provide premium customer services after open beta testing, and bear
all such costs arising thereof, so as to attract and stabilize final users of this Online Edit based on good operation services. Party B shall feed advices of final users back to Party A in time, for the purpose of perfecting the program.
Party B shall conduct error correction and version update within working days after receiving
the update or patch application provided by Party A.
Party B shall build an official website for the Online Edit of the stipulated version in the
territory of authorization, and ensure the constant and stable operation of this website.
In case government approval, filing and registration procedures are needed for agency and
operation of this Online Edit in the territory of authorization, Party B shall handle such procedures at its own cost to ensure the legal operation of this Online Edit in the territory of authorization.
第十二条 保密条款Article 12 Confidentiality
Party B shall keep confidential to Party A’s business secrets with caution and prevention
measures to the extent not less than those applicable to its own business secrets. Business secrets in the Contract shall mean any material or data disclosed by Party A to Party B which shall be kept a secret to the public and marked with “Proprietary” or “Confidential”.
Except as otherwise specified by the Contract or agreed by Party A in writing, Party B shall not
disclose or provide in any other way Party A’s business secrets or any part thereof to the third party and any employee not necessary to be authorized to use the Online Edit in business, and shall not copy or use Party A’s business secrets illegally.
All business secrets provided by Party A to Party B shall remain Party A’s properties, and shall
be returned to Party A upon its request, and shall not keep any copies thereof.
Except as otherwise specified herein, Party A’s disclosure of business secrets does not mean the
authorization of any patent, business secret or copyright to Party B.
第十三条 违约责任Article 13 Default Liabilities
Any Party with delay in performance of the Contract shall pay the liquidated damages to the
other Party as the stipulations herein.
Party A shall undertake rights loss liability and ensure that the program will not be affected by any third party with relevant rights; otherwise Party A shall compensate Part B for relevant loss.
Party A shall perform its obligation in time to provide relevant program materials, technical support and training etc, and shall undertake the liability for compensation against any loss incurred to Party B due to its delay in performance or non-performance.
Party B shall undertake the liability for compensation against any loss incurred to Party A due to
Party B’s modification, name change, adding, deleting, separation and decompiling of the program without Party A’s approval in writing.
Party B shall exercise the right authorized by Party A within the term of authorization, and shall
not use the program beyond the area of agency and authority in any form; otherwise it shall compensate any loss thus incurred to Party A.
第十四条 合同终止与解除Article 14 Termination of the Contract
合同终止与解除条件： Conditions for termination of the Contract: .
Upon termination of the Contract, Party B shall immediately stop acting as agent for and operation
of the program, and stop selling, distributing, and manufacturing products related to the Online Edit .
乙方可保留授权期限最后一个月的佣金 个月时间，用于支付最终用户退费。扣除退费部分后如有剩余乙方于保留期满后 个工作日内支付甲方。
Party B may retain the commission of the last month in the term of authorization for months to
pay for the returning by final users or charge return. The remaining push money after deducting those for card returning or charge returning (if any) shall be paid to Party A within working days upon expiration of the retaining period.
第十五条 不可抗力Article 15 Force Majeure
In case of any force majeure or emergency such as natural disasters and key epidemic situations,
liabilities may, upon verification, be exempted wholly or partly; however, it shall be notified to the other party in time, and effective certificates shall be provided within a reasonable time.
第十六条 争议解决方式Article 16 Settlement of Disputes
Any dispute arising from or in connection with the Contract shall be settled by the Parties through
consultation, or may be submitted to relevant department for mediation; failing the same, of the
following ways shall be adopted.
1.依法向人民法院起诉； File a lawsuit to People’s Court in accordance with laws;
2.提交仲裁委员会仲裁。 Submit the dispute to Arbitration Committee for arbitration.
第十七条 其他约定Article 17 Miscellaneous
The Contract shall become effective as of the date when it is signed and sealed by the Parties.
2.本合同正本一式 份，甲方执 份，乙方执 份。
The Contract shall be served in originals, with Party A holding originals and Party B
Supplement agreement may be made between the Parties through consultation, which, after
being signed by both Parties, shall have the same legal force with the Contract.
甲方（签章）：Party A (Seal): 乙方（签章）：Party B (Seal):