软件开发合同英文版

编号：_____________软件开发合同

Party A：_________________________

Party B：_________________________

签订日期：_______年______月______日

Entrusting Party (Party A):

Entrusted Party (Party B):

Date：

Sign at:

Validity:

Printed by Ministry of Science and Technology of the People’s Republic of China Instruction

The contract is a sample for Technology Development Contract printed 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 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) Contract

EntrustingParty(PartyA):

Location:

Legal Representative:

Project Contact Person:

Contact Information:

Address:

Tel: Fax:

Email:

Entrusted Party (Party B):

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 People’s 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 2Party 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 B’s 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 A’s 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 B’s 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 B

Article 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 9As 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 10In 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 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

1. Content of confidentiality (including technical information and operation information)

2. Secret related personnel:

3. Term of confidentiality

4. Responsibility over confidential information disclosure:

Party B

1. 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 13Confirmed 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: