合同文件软件许可协议英文

Software License Agreement

This Agreeme nt is made and en tered into by and betwee n Nuctech Compa ny Limited (here in after

referred to as Lice nsor

”

and

_________

Company (here in after referred to as Lice nsee

Whereas Lice nsor is the owner of the Software;

Whereas

_

_________

Compa ny desires to obta in from Nuctech a non-exclusive and non-tran sferable

license to use the Software in accordanee with the terms and conditions set forth in this Agreeme

nt.

Now, therefore, both Parties hereof agree as follows:

1.

Definition:

In construing this Agreement, the following words and expressions shall have the meanings hereby

assig ned to them, uni ess their use in the con text is incon siste nt with such meanin gs:

A.

Licensor

means Nuctech Company Limited (Nuctech);

B. < /p>

Licensee

_

_________ ___ Company;

C.

Software

”

means

_

< br>________________________________________

, developed and provided by

Licensor, for

_

___________

System;

D.

System” means

_< /p>

________________________________________ ________________

System;

E.

Agreement

”

means

these

terms

and

conditions

of

the

Agreement

and

the

Appendix

(if

any)

attached

hereto and in corporated here in.

注：

C

项

Softw are

根据实际情况填写软件的具体名称和内容。

对于定义

D

项

根据实际情况填写软件拟应用的系统。

2.

Grant of License

Lice

nsor

hereby

grants

to

Lice

nsee,

a

non

-

tra

nsferable,

no

n-exclusive

lice

nse

to

use

the

software,

on

the

terms

and

con

diti

ons

set

forth

here

in.

No

other

lice

nse, expressed or implied, is gran ted except as specifically provided here in.

3.

Restriction on Use

Lice

nsee

may

use

the

Software

only

on

the

System

as

specified

in

this

Agreeme

nt;

Licensee shall use the Software only in connection with its internal operations,

and

shall

not

offer

or

supply

the

use

of

the

Software

to

others

un

der

any

circumsta

nee. No other software can be in stalled, operated, or con figured on the System

uni ess Licensee receives prior written approval by Licensor. This includes

operating or applicati on software that may be available from Lice nsor that is

not covered by this Lice nse Agreeme nt.

4.

Restriction on Copying

Licensee

shall

make

no

copies

of

the

Software,

or

any

part

thereof,

and

the

permitted

Software

shall

be

stored

in

a

secure

manner

and

be

clearly

marked

with

the

Licens

'

osr

copyright.

5.

Restriction on Transfer

Licensee

shall

not

sell,

assign,

sublicense,

transfer,

or

otherwise

make

available

the Software, except as may be permitted by this Agreement and only with written

prior consent by Licensor.

6.

Reserved Rights

The Intellectual Property to the Software including the technical data and

documentation

or

any

subsequent

development

and

modification

thereof

shall

be

and

remain in Licensor, and no title to or ownership of or technology transfer of the

Software

or

any

portion

thereof

is

conveyed

or

transferred

to

the

Licensee

hereby.

Licensee acknowledges the Software constitutes confidential and proprietary

information and trade secrets of Licensor, whether or not the Software, or any

portion of it, is or may be copyrighted or copyrightable

，

and that disclosure of

the Software

to Licensee

is

on

the

basis

of

the

confidential

relationship

between

Licensee and Licensor under this Agreement.

7.

Restriction on Disclosure

Except

as

expressly

permitted

herein,

Licensee

shall

not

disclose

or

otherwise

make

available

the

Software,

or

any

portion

thereof,

to

any

third

party

or

to

any

employee

of Licensee who is not of necessity authorized by Licensee to use the Software in

Licensee'sbusiness.

Licensee

shall

take

all

reasonablesteps

necessaryto

insure

the

Software, or

any

portion

thereof,

is

not

disclosed

or otherwise

made

available

by

Licensee (or employees of Licensee) to any third party.

8.

Warranty

Licensor warrants it has the right to grant the license herein granted, and for