软件服务外包合同英文版(20210517141349)

1、Contract No.Technology Development (Commission) ContractProject Name:En trusti ng Party (Party A):En trusted Party (Party B):Date:Sig n at:Validity:s Republic of ChinaPrinted by Ministry of Science and Technology of the PeopleIn structionThe contract is a sample for Technology Development Contract p

2、rintedby Ministry of Science and Technology of the People s Republic of ChiThe technical contract registry organs can recommend the sample to the parties concerned in tech no logy contracts for reference.1 The contract is applied for the technology development contracts inwhich one party en trusts t

3、he other party to research and develop new tech no logies, products, crafts, materials or new varieties and series.2. If there are several representatives in either party, Party A or Party Bcould 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 relati ons in the con tract.3. Any conditions not stipulated here will be listed in the appendix in accordanee with to the parties negotiations. And the appendix forms an indispensable part of this contract.4. As for the terms and conditi

5、ons no need to be filled in this contract agreed upon by the parties, they should be indicated with the word such as N/A.Tech no logy Developme nt (Commissi on) Con tractEn trusti ng Party (PartyA): XXX GermanyLocati on:Legal Representative:Project Contact Person:Con tact In formati on:Address:Tel:

6、Fax:Email: Entrusted Party (Party B): Han qzhou Huixia n Tech no loqy Co., LTDZhejia nq China ( Han qzhou Huixia n Tech no loqie GmbH)Locati on:Legal Representative:Project Contact Pers on:Contact Information:Address:Tel: Fax:Email: In the Con tract, Party A en trust Party B to research and develop

7、SAP Software.Project. The R&D fund and remuneration shall be born byParty A. Party B accepts the en trustme nt and hereby con ducts the R&Ds Republic owork. In accorda nee with the Con tract Law of the PeopleChina, and on the principle of reality and mutual agreement through negotiations on the basi

8、s of equality, the following articles are reached and abided by the two parties:Article 1 The requireme nts of the R&D project in the Con tract1 Technical Objective:2 Tech nical Content:3. Tech ni cal Method and Strategy:Article 2 Party B shall submit the R&D plan to Party A withindays after this Co

9、n tract comes into effect. The pla n should in elude the follow ing con tent: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 Da

10、te and Manner:3. Other cooperation matters:After the performance of the Con tract, the above tech nical data shall be han died by the following ways:Article 5 Party A shall pay the R&D fund and remuneration according tothe following terms:1. The total amount of the R&D fund and remuneration is .In e

11、luding: (1) ； _(2) ；(4)(3) ；The payment shall be made by Party A to Party B based on(one-time calculation, installment payment or royalty payment). The detailed paymentmode 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 foll

12、owing:Bank Name: Bank Address: Account Name:4. With the two parties confirmation, Party A shall pay the R&D fund andremuneration 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

13、 6 The R&D fund shall be used by Party B in the form of Party A has the right to inspect Party B 1 s R&D work andthe utilization of R&D fund by the means of, but Party Ashould avoid disturbing the normal work of Party BArticle 7 Any changes occurred in the Contract shall be confirmed in a written fo

14、rm 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 withindays. If it fails to reply withinthe time limit, the request shal

15、l 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 Con tract 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 wo

16、rk stipulated in the Contract to the third party without the consent of Party A.1. ； _2. L_3. ； _4. _The detailed conte nt of the R&D work which Party B may transfer in eludesArticle 9 As for the liability for risks involved in a failure or partial failure in research and development caused by insur

17、mountable technical difficulties under the current technology and condition occurring in the process of perform a nee of the Contact, it shall be undertaken by the two parties in accordance with the following stipulations:Con firmed by both parties, the technical risk stipulated in the Con tact shal

18、l be assessed in the manner of. The main content of thetechnical 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 technologi

19、c level;2. Party B subjectively commits no fault and the failure of research and development is con sidered by experts as reas on able.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

20、of the situation within days and take appropriatemeasures 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 1

21、0 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 pate nt). One party shall notify the other party to rescind the Con tract within days .If one party fails to inform theother party in due time

22、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 A1 Conte nt of confidentiality (inc

23、luding tech nical information and operati on information)2. Secret related personnel：3. Term of con fide ntiality4. Responsibility over confidential information disclosure:Party B1. Conte nt of confidentiality (including tech nical information and operation information)2. Secret related personnel:3.

24、 Term of con fide ntiality4. 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

25、 A shall adopt the following standards and methods to examine and accept the R&D result accomplished by Party BArticle 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 p

26、arty alleges that the use of such achievementsby 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 releva nt intellectual property right gen erated from the Contract shall be settled by the _method.1

27、(Party A, Party B, Both) has or have the right to applyfor the patent right.The use and the releva nt allocation of benefits after obtaini ng 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 s

28、hall be dealt by the following ways:(1) The right to use technical secret:(2) The right totransfer 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 Pa

29、rty 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 docume

30、nt related to the tech no logical 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(PartyA, Party B, both parties).Article 19 With the two parties

31、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 con tent

32、 of technical service and guidance:2. Place and mode: 3. Expense andpayment mode:Article 20 With the two parties con firmation, either party breaches the Con tract and thereby causes a standstill, delay or failure in research and development work, the responsible Party shall undertake the responsibi

33、lity according to the following stipulations:1. If Party breaches Article in the Contract, theresponsible party shall pay pursuant to (methodsfor computing the amount of breach of contract damages and the compensationfor losses).2. If Partybreaches Article in the Contract, theresponsible party shall

34、 pay pursuant to (methodsfor computing the amount of breach of contract damages and the compensation for losses).3. If Partybreaches Article in the Contract, theresponsible party shall pay pursuant to (methodsfor computing the amount of breach of con tract damages and the compensation for losses).4.

35、 If Partybreaches Article in the Contract, theresponsible party shall pay pursuant to (methodsfor computing the amount of breach of contract damages and the compensation for losses).5. If Party breachesArticle in the Contract,the responsible party shall pay pursuant to (methods for computing the amo

36、unt 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 Party3.B in accordancewith the stipulation in the Contract to make follow-up improvement. Thereb

37、y 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

38、 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 twoParties). The detailed

39、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 designateasParty A s project contactperson. Party B shall appointas Party Bs project contactperso n. The con tact person shall undertake the

40、following responsibilities:1. 2. If any changesof 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 notificati

41、on during the performance of the Contract.Article 23 With mutual confirmati on, one party can notify the other party to can cel the Con tract un der the following con ditions which make the performa nee 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 settledthrough negotiation and mediation. In case no settlement is reached, the dispute shall be settled by the follow