软件服务外包合同英文版

Contract No.:

Technology Development (Commission) Contract Project 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 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 partie s’ 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): XXX Germany

Location: _________________________________________________ Legal Representative:______________ ___________________________ Project Contact Person: ____________________________________________________ Contact Information:

Address: __________________________________________________________________ Tel: __________________________ Fax: _______________________ Email: _________________________________________________ Entrusted Party (Party B): Hangzhou Huixian Technology Co., LTD Zhejiang 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 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 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 3Party 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 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 party’s losses occur, the other party has right to claim compensation for its losses.

Article 11Mutually 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 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 A’s project contact person. Party B shall appoint ________ as Party B’s 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 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. 1．Submitting to ______Arbitration Commission for arbitration; 2．Bringing an accusation to the People’s Court according to the law.

Article 25 Mutually confirmed definition and explanation of the related noun and terminology referred in the Contract and the relevant appendix are as following:

1._________________________________________________

2._________________________________________________

3._________________________________________________

4._________________________________________________

5._________________________________________________

6._________________________________________________ Article 26Confirmed by both sides in_________form, the below technical documents related to the performance of the Contract shall be an integral part of the contract.

1. Technology background information:_____________________

2. Feasibility study report: ________________________

3. Technology assessment report: ______________________________

4. Technical standards and specifications: ____________________

5. Initial design and craft documents: ____________________

6. Others

__________________________________________________________ Article 27Other stipulations agreed upon by the two Parties are: ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ Article 28 The Contract is made out in _______copies, which have the same lawful binding force.

Article 29The Contract shall come into force since being signed and sealed by both Parties.

Party A: (Seal) ____________________________

Legal Representative/ Authorized Proxy: (Signature)__________________________

Date

Party B: (Seal) ___________________________

Legal Representative/Authorized Proxy:(Signature)__________________________

Date