签约地点：Signing Place __________
合同编号：Contract No __________
This contract is made on_______between China______ Company______Country (hereinafter referred to as“Licensee”)on the one hand and_______ Company _______ Country, (hereinafter referred to as“Licensor”).
Whereas Licensee and Licensor have entered into a purchase contract in which Licensee agrees to purchase __________system from Licensor;
鉴于本合同所指明的若干计算机软件作为许可方按购买合同所提供______ 系统的一部分或者与之一起使用的情况下， 许可方应将该软件许可接受方使用；
Whereas the software programs listed and described in this contract are used either as part of or in conjunction with system to be provided by Licensor under Purchase Contract.
Whereas Licensor has the right to grant the license in this contract;
Both parties＇s authorized representatives, through friendly negotiation, have agreed to enter into this Contract under the terms as stipulated below.
第一条 定 义Section 1 Definitions
1.1 “Purchase Contract”means the contract signed by Licensor and Licensee on _______ , in which Licensee agrees to purchase __________ system from Licensor.
1.2 “Licensor”means_________ Company __________ Country, or the legal representative, or agency or the property successor of the Company.
1.3 “Licensee”means __________ Company_________Country, or the legal representative, or agency or the property successor of the Company.
1.4 “System”means the system provided by Licensor under the Purchase Contract.
1.5 “程序”是指构成接受方购买的_______系统的_______控制系统的程序。1.6 “专有资料”是指由许可方提供的，与程序有关的文件、数据、技术指标。
1.5 “Program”means the program which constitute the control system of System provided by Licensor under the Purchase Contract.
1.6 “Technical documents”means documents relating to Program, date and technical specifi-cations provided by Licensor.
1.7 “The Date of Effectiveness of the Contract”means the date of signing this contract by both parties.
第二条 合同范围Section 2 Scope of the Contract
2.1 许可方特此按本合同所规定的条款向接受方授予使用和复制控制______ 系统程序的许可，而接受方特此按本合同的规定同意接受 该许可。按本合同许可的程序如下：
2.1 Licensor hereby grants to Licensee and Licensee hereby accepts the license to use and copy, on terms and conditions set forth herein, the Program which constitutes the control system of __________ System provided by Licensor under Purchase Contract. The Program is described and specified as follows:_________ ; _________ ;_________ . (insert the content, specified operating environment and technical specifications)
2.2 许可方授予接受方使用、复制该程序的许可权，这种权利是非独占性的，是不可转让的权利2.3 许可方负责向接受方提供该程序的专有资料，专有资料包括以下几项：
2.2 Licensor agrees to grant Licensee the license and right to use and copy the Program. The license and right are non-exclusive and untransferable.
A: One User's Guide;
B: Three copies of all operating manuals and installation instructions for the Program.
第三条 合同价格Section 3 Price of the Contract
3.1 In accordance with the content and scope stipulated in Section 2 to the contract, the amount of the payable Royalty for the Program will be a one-time charge. The currency shall be in US dollars.
3.2 The total amount of the Royalty is __________US dollars.
第四条 支付条件Section 4 Conditions of Payment
4.1 Royalty stipulated in Section 3 to the contract shall be paid by telegraphic transfer through the Bank__________ (the business Bank of Licensee) and the Bank __________(the business Bank of Licensor). The income tax of the Contract to be levied by the Government of People's Republic of China shall be deduct from Royalty, and shall be paid by Licensee to China Tax Office in name of Licensor, but the documents of such payment should be faxed and mailed to Licensor immediately.
4.2 In accordance with the Purchase Contract, after __________System has been tested and accepted and both parties signed the Certificate of Acceptance, Licensor shall immediately issue the related documents. The royalty shall be paid by Licensee to Licensor within 30 days after received the following documents which are provided by Licensor:
A: Six copies of the Commercial Invoice;
B: one original Certificate of Testing and Acceptance signed by both parties in accordance with the Purchase Contract.
4.3 Licensee shall have the right to deduct from any of the above mentioned payment the penalties and/or compensations which Licensor shall pay to Licensee in accordance with the stipulation of the contract.
Section 5 Delivery and Improvement of the Technical documents
5.1 许可方应按本合同第二条的规定在合同签订之日起 日内向接受方提供专有资料。交付条件为C.F.R，目的地机场为中国______机场。
5.1 Licensor shall provide Licensee with Technical documents within _____ days from the date of Effectiveness of this Contract. The delivery shall under C.F.R term The destination is ________airport in China.
5.2 The Technical documents provided by Licensor are written in English.
5.3 If the Technical documents provided by Licensor are lost, damaged and/or incomplete, after receiving written notice of Licensee, Licensor shall remail the documents which are lost, damaged and/or incomplete within 30 days
5.4 During the valid period of the Contract, if the Program has been improved or developed by Licensor, Licensor should provide Licensee with renewed program and related technical documents.
5.5 After expiration of the Contract or within ______ days from the date of terminating the Contract, Licensee shall provide Licensor with a document, certifying that ,except one copy of the Program in archives, the original and all copies or partial copies of the Program (including copies of renewed Program), or in any form, have been returned to Licensor or destroyed.
第六条 安装与验收Section 6 Installation and Acceptance
6.1 Licensor should complete the installation according to the time schedule stipulated in Purchase Contract.
6.2 The procedure of acceptance should be carried on in accordance with the stipulation of Purchase Contract.
第七条 使用、复制、转让及透 露 限制
Section 7 Restriction on Use, Copying, Transfer and Disclosure
7.1 接受方只可将程序用于许可方按购买合同条款提供作为________系统一部分的计算机，例外的是，如果 ___________系统计算机因为发生故障不能操作，或在进行保养性维修、工程设计变更、特制件或模型变换期间不能操作，则也可将程序用在接受方的备用计算机上，直到__________系统控制用计算机修复到操作状态为止。接受方只能将程序用于直接的内部操作方面，在任何情况下均不得将程序供给他人使用。
7.1 Licensee may use the Program solely and exclusively on computers furnished by Licensor under terms of Purchase Contract, as part of __________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 computers are 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.
7.2 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 restrictionswhich appear on the Program originally supplied to Licensee. Permitted copies shall be stored in a secured manner.
7.3 Licensee shall not sell, assign, sublicense, transfer, or otherwise make available the Program, except as may be permitted by Licensor with written prior content.
7.4 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.
Section 8 Infringements and Guarantees
8.1 Licensor warrants it has the right to grant the license herein granted. In the course of implementation of the Contract, if any third party accuses Licensee of infringement, Licensor shall be responsible for approaching the third party about the accusation and bear all the economic and legal responsibilities which may arise. If any award is made by a final judgment that the Program used within the scope of the license herein granted constitutes an infringement of any patent or copyright, Licensor shall, at its expense:
A: Replace or modify the Program so that it becomes noninfringing and performs the same service with substantially the same quality;
B: Grant Licensee a credit, less reasonable depreciation for use,damage and obsoles-cence, upon return of the Program to Licensor.
But this dose not mean that Licensor is excused from other responsibilities that it should take.Licensor shall have noliability for any claim of copyright or patent infringement based on:
A: Your modification of the Program, or the Program's use in other than its specified operating environment;
B: Use the Program on system other than__________System.
8.2 Licensor guarantees that when the Program is used in the specified operating environment it will conform to the technical specifications stipulated in Section 2 to the Contract. Licensor dose not warrant uninterrupted or error-free operating of the Program. The Warrant Period is _______ years after the date of acceptance. Licensor guarantees that it shall correct, replace or reinstall any program found to be defective from normal usage.
第九条 税 费Section 9 Taxes and Duties
9.1 All the taxes and duties in connection with and in the execution of the Contract to be levied on Licensee by the Government of the People's Republic of China in accordance with the Chinese Tax Laws in effect shall be paid by Licensee.
9.2 All the taxes and duties in connection with and in the execution of the Contract to be levied on Licensor by the Government of the People's Republic of China in accordance with the Chinese Tax Laws in effect shall be paid by Licensor.
第十条 合同的终止Section 10 Termination of the Contract
10.1 Licensee may terminate this contract on written notice to Licensor following the expiration or termination of its obligations.
10.2 Either of Parties may terminate the Contract if the other does not comply with any of its items, provided the one who is not complying is given written notice and reasonable time to comply.
10.3 Any terms of the Contract which by their nature extend beyond its termination remain in effect until fulfilled, and apply to both of our respective successors and assignees.
第十一条 不可抗力Section 11 Force Majeure
11.1 If either of the parties is prevented from execution the Contract by such cases of force majeure as war, serious flood, fire, typhoon and earthquake or other cases which are agreed upon by both parties as cases of force majeure, the time for performance of the Contract shall be extended by a period equivalent to the effect of such cases.
11.2 The effected party shall notify the other party of the cases of force majeure occurred by Fax as soon as possible and shall send by registered airmail, within 14 (fourteen) days thereafter, a certificate issued by the authorities or departments concerned to the other part for confirmation.
Should the effect of the force majeure cases last for more than 120 (one hundred and twenty) days, both parties shall settle the problem of further execution of the Contract through friendly consultations as soon as possible.
第十二条 争议的解决Section 12 Dispute Settlements
12.1 All disputes in connection with or in the execution of the Contract shall be settled through friendly consultation by both parties.
12.2 In case no settlement to disputes can be reached through friendly consultation by both parties, the disputes shall be submitted to China International Economic and Trade Arbitration Commission Shenzhen Sub-Commission for arbitration which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.
12.3 The arbitration fee shall be borne by the losing party.
12.4 In the course of settling disputes, the contract shall be continuously executed by both parties except for the part which is under arbitration.
第十三条 合同的生效及其他Section 13 Effectiveness of the Contract and Miscellaneous
13.1 The contract is signed by the authorized representatives of both parties on ________ , and comes into force immediately after the date of signing.
13.2 The Contract shall be valid for a period of ________ years from the Date of Effectiveness of the Contract.
13.3 In the course of implementation of the Contract, all the alterations, amendments, supplements and subtractions to the Contract have been agreed upon and signed in written documents through consultation by both parties. They are integral parts of the Contract and have same legal force and effect as in the Contract.
13.4 After the date of the expiry of the validity period of the Contract, all those creditor's rights and debts which have not been fulfilled by either of the Parties shall still be fulfilled by both parties without any influence of the expiry of validity period of the Contract.
13.5 The Contract is made out in English in four originals, two for each party. Within the validity period of the Contract, the communication between both parties shall be made in English; the formal notice shall be made in written form in two copies, sending by registered airmail. The legal addresses of both parties of the contract are as follows: