软件开发合同-英文版.docVIP

Contract No.:Technology Development (Commission) ContractProject Name:Entrusting Party (Party A): Entrusted Party (Party B): Date：Sign at: Validity: Printed by Ministry of Science and Technology of the Peoples Republic of ChinaInstructionThe contract is a sample for Technology Development Contract printed by Ministry of Science and Technology of the Peoples Republic of China. The technical contract registry organs can recommend the sample to the parties concerned in technology contracts for reference.1. The contract is applied for the technology development contracts in which one party entrusts the other party to research and develop new technologies, products, crafts, materials or new varieties and series.2. If there are several representatives in either party, Party A or Party B could be respectively listed as common entrusting party or common entrusted party in the “Entrusting Party” or “Entrusted Party” provisions（new page） according to their own relations in the contract.3. Any conditions not stipulated here will be listed in the appendix in accordance with to the parties negotiations. And the appendix forms an indispensable part of this contract.4. As for the terms and conditions no need to be filled in this contract agreed upon by the parties, they should be indicated with the word such as N/A. Technology Development (Commission) ContractEntrustingParty(PartyA): XXXX Co., LTD Malaysia Location: _Legal Representative:_ _Project Contact Person: _Contact Information:Address: _Tel: _ Fax: _ Email: _Entrusted Party (Party B): Hean information technology Co., LTD Henan China Location: _Legal Representative: _Project Contact Person: _Contact Information: _Address: _Tel: _ Fax: _ Email: _In the Contract, Party A entrust Party B to research and develop _ Project. The R&D fund and remuneration shall be born by Party A. Party B accepts the entrustment and hereby conducts the R&D work. In accordance with the Contract Law of the Peoples Republic of China, and on the principle of reality and mutual agreement through negotiations on the basis of equality, the following articles are reached and abided by the two parties:Article 1 The requirements of the R&D project in the Contract 1. Technical Objective:_ _2. Technical Content:_ 3. Technical Method and Strategy:_Article 2 Party B shall submit the R&D plan to Party A within_ days after this Contract comes into effect. The plan should include the following content:1_ 2_ 3_ 4 _Article 3 Party B shall accomplish the R&D work according to the following schedule: 1_ 2_ 3 _Article 4 Party A shall provide the following technical data and cooperation to Party B:1. Technical Data List:_ _2. Delivery Date and Manner:_ _3. Other cooperation matters:_ _After the performance of the Contract, the above technical data shall be handled by the following ways:_Article 5 Party A shall pay the R&D fund and remuneration according to the following terms: 1. The total amount of the R&D fund and remuneration is _.Including: (1) _； (2) _； (3) _； (4) _。 The payment shall be made by Party A to Party B based on_ (one-time calculation, installment payment or royalty payment). The detailed payment mode and date are as following: (1) _ (2) _ (3) _ (4) _ 3. The information of Party Bs Bank Name, Bank Address and account number is as following:Bank Name: _Bank Address: _Account Name: _4. With the two parties confirmation, Party A shall pay the R&D fund and remuneration to Party B by means of the profit sharing which is generated from the R&D achievements. Party B has the right to check Party As relevant accounts in the manner of _.Article 6 The R&D fund shall be used by Party B in the form of _. Party A has the right to inspect Party Bs R&D work and the utilization of R&D fund by the means of _, but Party A should avoid disturbing the normal work of Party BArticle 7 Any changes occurred in the Contract shall be confirmed in a written form through the negotiation of the two parties. Under the following circumstances, one party may submit the request for modification of the rights and obligations stipulated in the Contract, and the other party shall make a reply within _days. If it fails to reply within the time limit, the request shall be regarded as being accepted.1._； 2._； 3._； 4._。 Article 8 Party B shall not transfer part of or the entire of the R&D work stipulated in the Contract to the third party without the consent of Party A. But under the following circumstances, Party B may transfer part of or the entire of the R&D work stipulated in the Contract to the third party without the consent of Party A.1._； 2._； 3._； 4._。 The detailed content of the R&D work which Party B may transfer includes _ Article 9 As for the liability for risks involved in a failure or partial failure in research and development caused by insurmountable technical difficulties under the current technology and condition occurring in the process of performance of the Contact, it shall be undertaken by the two parties in accordance with the following stipulations: _Confirmed by both parties, the technical risk stipulated in the Contact shall be assessed in the manner of _. The main content of the technical risk assessment shall include its existence, scope, degree, loss and so on. The technical risk assessment should have the following basic conditions:1. The project mentioned in the Contract is difficult enough for the present technologic level;2. Party B subjectively commits no fault and the failure of research and development is considered by experts as reasonable.Once one party discovers that the situation is likely to cause a failure or partial failure in research and development, the Discoverer shall inform the other party of the situation within _days and take appropriate measures to reduce losses. If one party fails to inform the other party in due time and take appropriate measures and as a result the losses are aggravated, the responsible Party shall bear the liability for the aggravated part of the losses.Article 10 In the performance of the Contract, the technology which is the object of a research and development has been made public by others (including the form of patent). One party shall notify the other party to rescind the Contract within _days. If one party fails to inform the other party in due time and as a result the other partys losses occur, the other party has right to claim compensation for its losses.Article 11 Mutually confirmed, the two parties shall undertake the following obligations of maintaining confidentiality stipulated in the Contract:Party A1. Content of confidentiality (including technical information and operation information)_ _2. Secret related personnel: _ _3. Term of confidentiality_4. Responsibility over confidential information disclosure:_Party B1. Content of confidentiality (including technical information and operation information)_ _2. Secret related personnel: _ _3. Term of confidentiality_4. Responsibility over confidential information disclosure:_ Article 12 Party B shall submit the R&D achievements to Party A in the following format:1. The delivery method and quantity of the R&D achievements: _2. Delivery date and place:_Article 13 Confirmed by both sides, Party A shall adopt the following standards and methods to examine and accept the R&D result accomplished by Party B _Article 14 Party B shall guarantee that the research and development achievements delivered to Party A shall not infringe the legitimate right and interests of any third party. If a third party alleges that the use of such achievements by Party A infringes any rights of another party, Party B shall_ _Article 15 Confirmed by the two parties, the R&D achievements and the adscription of the relevant intellectual property right generated from the Contract shall be settled by the _method.1._(Party A, Party B, Both) has or have the right to apply for the patent right.The use and the relevant allocation of benefits after obtaining the patent right are as following:_2. Settled in the form of technical secret. The profit caused from the use and transfer of the adscription of patent right shall be dealt by the following ways: (1) The right to use technical secret: _ (2)The right to transfer technical secret: _ (3) The method for allocation of the relevant benefits: _The adscription of intellectual property right in the Contact shall be prescribed by the two parties as following: _ Article 16 Party B shall not transfer the research and development achievements to a third party without authorization before Party B delivers the technical achievements to Party A.Article 17 The R&D staff of Party B who has accomplished the Contract project shall have the right to be named as such in the document related to the technological achievements and the right to receive certificates of honor and awards.Article 18 The owner of the property rights of equipments, supplies and data procured with the funds of research and development is_(Party A, Party B, both parties).Article 19 With the two parties confirmation and on the request of Party A, Party B shall provide technical guidance and training to the personnel designated by Party A or provide the technical service related in the application of the research and development achievements after the delivery of the R&D achievements. 1. The content of technical service and guidance:_ _ 2. Place and mode: _ 3.Expense and payment mode: _Article 20 With the two parties confirmation, either party breaches the Contract and thereby causes a standstill, delay or failure in research and development work, the responsible Party shall undertake the responsibility according to the following stipulations: 1. If Party _ breaches Article _ in the Contract, the responsible party shall pay pursuant to_(methods for computing the amount of breach of contract damages and the compensation for losses). 2. If Party _ breaches Article _ in the Contract, the responsible party shall pay pursuant to_(methods for computing the amount of breach of contract damages and the compensation for losses). 3. If Party _ breaches Article _ in the Contract, the responsible party shall pay pursuant to_(methods for computing the amount of breach of contract damages and the compensation for losses).4. If Party _ breaches Article _ in the Contract, the responsible party shall pay pursuant to_(methods for computing the amount of breach of contract damages and the compensation for losses).5. If Party _ breaches Article _ in the Contract, the responsible party shall pay pursuant to_(methods for computing the amount of breach of contract damages and the compensation for losses).Article 21 With the two parties confirmation, Party A has the right to take use of the research and development achievements provided by Party B in accordance with the stipulation in the Contract to make follow-up improvement. Thereby the new technologic achievements with the feature of substantial or creative technology progress and its right adscription shall be shared by _(Party A, Party B, the two Parties). The detailed allocation of the related benefits shall be as follows:After the accomplishment of the R&D works stipulated in the Contract, Party B has the right to take use of the research and development achievements to make follow-up improvement. Thereby the new technologic achievements with the feature of substantial or creative technology progress shall be owned by _(Party A, Party B, the two Parties). The detailed allocation of the related benefits shall be as follows: _Article 22 With the confirmation of the two Parties, within the validity of the Contract, Party A shall designate_as Party As project contact person. Party B shall appoint _ as Party Bs project contact person. The contact person shall undertake the following responsibilities:1_ 2_ 3_ If any changes of the contact person occur, one party shall inform the other party based on written materials in due time. If one party fails to promptly inform the other party, it shall be held responsible for any influence or damage caused by the untimely notification during the performance of the Contract.Article 23 With mutual confirmation, one party can notify the other party to cancel the Contract under the following conditio