SoftwareSale,LicenseandDevelopmentAgreement软件销售许可及发展协议.doc

Software Sale, License and Development Agreement软件销售许可及发展协议-

B. Each party will act in good faith in its performance of this Agreement and will not unreasonably delay or withhold the giving of any consent, decision or approval that is either requested by the other party or is reasonably required by the other party in order to perform its responsibilities in accordance with this Agreement.

C. Assignment/Change in Control.

(1) Neither party may assign, delegate or otherwise transfer any right or obligation set forth in this Agreement without the other party’s prior written consent, except (subject to Part VII.12.C(2)) that a party may assign any right or obligation set forth in this Agreement to an Affiliate or to a successor entity in the event of a merger, consolidation or sale of such party’s business or all or substantially all of such party’s stock or assets, provided the assignee agrees in writing to assume all of the assignor’s obligations and liabilities under this Agreement, and provided further that the substitution of the rights of the assignee for the rights of the assignor does not materially increase the scope of, in the case of BBB, BBB’s use of AAA Materials and AAA or third party Engaging Applications,

or in the case of AAA, AAA’s use of BBB Engaging Applications, or materially increase the burden or risk imposed on the other party by this Agreement. Any purported assignment in violation of the preceding sentence will be void and of no effect. This Agreement will be binding upon the par ties’ respective successors and permitted assigns.

(2) Immediately upon Control of AAA passing to an individual entity (or a group of entities in the aggregate each of) whose main business is the manufacture and/or sale of pharmaceuticals, tobacco products or insurance or to a Direct Competitor of BBB, or Control of BBB passing to an entity who is a Direct Competitor of AAA: * * * At the end of such transition period: (i) BBB shall cease all use of and, at AAA’s election, return to AAA or destroy all AA A products licensed or otherwise provided to BBB pursuant to this Agreement (including, without limitation, LHR, the Acquired Assets, PMR, the Health Talk Tool and the Health Vectors Tool and AAA or third party Engaging Applications, including source code); (ii) all rights granted to BBB in and to such products shall terminate; (iii) AAA shall cease all use of and, at BBB’s election, return to BBB or destroy all BBB Engaging Applications, including source code, licensed or otherwise provided to AAA pursuant to this Agreement; and (iv) all rights granted to AAA in and to such products shall terminate. For the purposes of this Agreement, Control shall mean the legal, beneficial, or equitable ownership, directly or indirectly, of more than fifty

percent (50%) of a class of the capital stock of AAA ordinarily having voting rights. Direct Competitor of BBB and Direct Competitor of AAA shall be defined by mutual agreement of the parties, or failing mutual agreement through the binding arbitration procedure described in Part VII.11.D.

D. Except as otherwise permitted by the terms of this Agreement, all media releases, public announcements, and public disclosures by either party relating to this Agreement or the subject matter of this Agreement, including promotional or marketing material, but not including announcements intended solely for internal distribution or disclosures to the extent required to meet legal or regulatory requirements beyond the reasonable control of the disclosing party, shall be coordinated with and approved by other party prior to release. Notwithstanding the preceding sentence, AAA may identify Empower as a client and generally state the nature of AAA’s relationship with BBB provided that AAA shall first obtain the written consent of BBB, which consent shall not be unreasonably withheld or delayed.

E. There are no intended third party beneficiaries of any provision of this Agreement.

F. BBB and AAA are and will remain independent contractors with respect to all performance rendered pursuant to this Agreement. Neither BBB nor any employee or agent of BBB will be considered an employee or agent of AAA for any purpose.

Neither AAA nor any employee or agent of AAA will be considered an employee or agent of BBB for any purpose. Neither party, nor its employees, will have any authority to bind or make commitments on behalf of the other party for any purpose, nor will it or they hold itself or themselves out as having such authority. Each party will be solely responsible for supervising, providing daily direction and control, paying the salaries (including withholding of income taxes and social security), worker’s compensation, disability benefits and the like of its personnel.

G. The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of this Agreement, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible in accordance with applicable law, preserves the original intentions and economic positions of the parties.

H. No failure or delay by either party in exercising any right,

power or remedy will operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party. If either party waives any right, power or remedy, such waiver will not waive any successive or other right, power or remedy the party may have under this Agreement.

I. Any provisions of this Agreement that by their sense and context contemplate continued performance or observance by one or both parties following the expiration or termination for any reason of this Agreement will survive any such expiration or termination.

J. Headings used in this Agreement are for convenience of reference only, and will not be used to interpret or construe this Agreement.

K. The Exhibits referred to in and attached to this Agreement are made a part of it as if fully included in the text.

L. This Agreement constitutes the entire agreement between the parties, and supersedes all other prior or contemporaneous communications between the parties (whether written or oral) relating to the subject matter of this Agreement. This Agreement

may be modified or amended solely in a writing signed by both parties.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. By signing below, each party acknowledges that it has read this Software Sale, License and Development Agreement, understands it and, intending to be legally bound by this Agreement, has caused its authorized representative to execute this Agreement as of the date first written above.

SOHO的美中不足_商务指南频道_商务礼仪_贸易_工作_SOHO 1．在家工作，缺乏相互交流、相互切磋的人际关系和集体协作，人会因此变得脱离社会，孤陋寡闻，工作效率也可能会日益降低，不利于人们认识问题、解决问题能力的提高。

2．失去一些在办公室工作的乐趣，没有了同事间的寒暄与调

侃，像悬浮于城市上空的独行。由于彼此的陌生，大家不能对你有一个完整的认识，使得你晋升的机会少之又少。

3．家庭由于引入了工作，变得不伦不类，既不能全神贯注地工作，又不能放松身心地休息，与分工愈加细致的国际大趋势不符，实为一种短期行为。

4．在家庭关系方面，与家人在一起的时间看似增多了，实际是质量下降了，这样反而会使家人觉得没有受到应有的重视，长此以往，对家庭关系不利。

5．在家工作风险大，没有十分把握，万万不可尝试。在当今这样一个飞速发展的时代，一个人的努力，怎么能和集体的力量相抗衡。