软件服务外包合同英文版

1、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 People s Republic ofChinaInstructionThe contract is a sample for Technology Development Contract pri

2、nted by Ministry of Science and Technology of the People s 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

3、 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

4、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 co

5、nditions 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): XXX GermanyLocation:LegalRepresentative:ProjectContactPerson:Contact Information:Address: Tel:Fax:Email:E

6、ntrusted Party (Party B): Hangzhou Huixian Technology Co., LTDZhejiang China ( Hangzhou Huixian Technologie GmbH)Location:Legal Representative:Project Contact Person:Contact Information:Address:Tel:Fax:Email:In the Contract, Party A entrust Party B to research and develop _SAP Software Project. The

7、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 People 's Republic of China, and on the principle of reality and mutual agreement through negotiations on the basis of equality

8、, the following articles are reached and abided by the two parties:Article 1 The requirements of the R&D project in the Contract1. 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

9、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 M

10、anner: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 .Includ

11、ing: (1) ；(2) ； _(3) ； _(4) 。 _The payment shall be made by Party A to Party B based on (one-time calculation, installment payment or royaltypayment). The detailed payment mode and date are as following:(1) (2) (3) (4) 3. The information of Party B s Bank Name, Bank Address and account number is as

12、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 hasthe right to check Party A s relevant accounts in the mann

13、er ofArticle 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 , butParty A should avoid disturbing the normal work of Party BArticle 7 Any changes occurred in the Contract shall be

14、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

15、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 consentof Party A. But under the following circumstances, Party B may transfer p

16、art 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

17、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 techni

18、cal risk stipulated in theContact shall be assessed in the manner of . The maincontent 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 dif

19、ficult 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 Dis

20、coverer 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 a

21、ggravated 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 theother party to rescind the Contract within days. If one partyfails to

22、inform the other party in due time and as a result the other party s 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 A

23、1. Content of confidentiality (including technical information and operation information)2. Secret related personnel:3. Term of confidentiality4. Responsibility over confidential information disclosure:Party B1. Content of confidentiality (including technical information and operation information)2.

24、 Secret related personnel:3. Term of confidentiality4. 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:Articl

25、e 13 Confirmed by both sides, Party A shall adopt thefollowing standards and methods to examine and accept the R&D resultaccomplishedbyPartyBArticle 14 Party B shall guarantee that the research and development achievements delivered to Party A shall not infringe the legitimate right and interest

26、s 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 shallArticle 15 Confirmed by the two parties, the R&D achievements and the adscription of the relevant intellectual property right generatedfrom the Contract

27、 shall be settled by the _method.1. (Party A, Party B, Both) has or have the right toapply for the patent right.The use and the relevant allocation of benefits after obtaining thepatent right are as following:2. Settled in the form of technical secret. The profit caused from the use and transfer of

28、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 par

29、ties 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 righ

30、t 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

31、).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 th

32、e R&D achievements.1. The content of technical service and guidance:2. Placeandmode:3.Expenseandpaymentmode: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 s

33、hall 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 ofbreach of contract damages and the compensation for losses).2. If Party breaches Article in the Contra

34、ct,the responsible party shall pay pursuant to(methods for computing the amount ofbreach 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 ofbreach of contract damages and the

35、 compensation for losses).4. If Party breaches Article in the Contract,the responsible party shall pay pursuant to(methods for computing the amount ofbreach of contract damages and the compensation for losses).5. If Party breaches Article in the Contract,the responsible party shall pay pursuant to(m

36、ethods for computing the amount ofbreach 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 fo

37、llow-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

38、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,

39、 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 designateas Party As projectcontact person. Party B shall appoint as Party B s projectcontact person. The con

40、tact 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

41、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 conditions which make the performance of the Contract unnecessary or impossible.1 Because of Force Majeure or technical risks:2 3 Article 24 Any dispute arising from the performance of the Contract shall be settled through negotiation and mediation. In case no settlement is reached, the dispute shall be settled by the following_ method