【正文】 按本附件條款和條件接受該許可。所有經(jīng)允許的復(fù)制件，都要清楚地標(biāo)上與原先供給被許可人之程序相同的、關(guān)于許可人所有權(quán)和版權(quán)的限制說明。許可人在該保證項下的唯一義務(wù)是更正或替換已發(fā)現(xiàn)不合正常用途的任何程序。本合同按以上（ａ）項或（ｂ）項終止之后，被許可人應(yīng)迅速將程序及其一切復(fù)制件還給許可人，并在終止后＿＿＿＿＿個月內(nèi)向許可人提交一份書面聲明，證明從許可人那里收到的程序和任何有關(guān)材料的原件或者就該許可所制作的復(fù)制件、摘錄（包括部分復(fù)制和摘錄）均已還給許可人或者銷毀。對用戶的許可持續(xù)到按本合同規(guī)定終止之時為止。Ｄ．軟件的使用１．在按本合同執(zhí)行分許可所需的范圍內(nèi)，用戶可以將軟件提供給其雇員和代理人使用。Ｇ．許可限制；反向設(shè)計賣方未向用戶或任何第三方轉(zhuǎn)讓任何軟件的產(chǎn)權(quán)或所有權(quán)。6. COMPUTER SOFTWARE LICENSING AGREEMENTWhole Doc.This contract made as of this ___________ day, by and between ___________,a Chinese enterprise legal person duly organized and registered under thelaws of the People39。s Country(a) Seller agrees to apply for all _____________ Government exportlicenses, permits and approvals required for the exportation from___________ to China of the products and technology to be purchased byBuyer from Seller. In the event that, despite Seller39。s option, notify Buyerthat the System or any part thereof is being treated as though actuallyshipped, delivered and installed (Shipped in Place). In addition, Buyershall reimburse Seller for all storage or other expenses which Sellerincurs by reason of such delay.(b) __________ days following notice of Shipment in Place Seller shallbe entitled to invoice Buyer in accordance with the payment terms setforth in Annex C hereto (i) for one hundred percent of the purchase pricefor mercial __________ system Shipped in Place, and (ii) with respectto Systems, the amount that would have been due had the System actuallybeen shipped, with the balance to be invoiced upon Acceptance.(c) Qualified acceptance by Buyer of the System or any portion thereof(Qualified Acceptance) shall occur at any time, either before or afterthe scheduled shipment or installation dates set forth in Annex B,i) upon determination by Buyer, and written notification toSeller, that the System, is suitable to mence the operations for whichBuyer intends to use it。s employees a training course ofup to ________ days in duration onsite at Buyer39。s negligence or fault.13. Nonwarranty Repairs and Spares Support(a) Until the earlier of (i) _______ years from the Acceptance of theSystem, or (ii) the date Buyer Ceases to Operate the System, Seller shalloffer to provide repair services and/or spare parts for the System(Support Period), it being understood that Seller39。s operating system software included in the System,but Seller shall assign any outstanding manufacturer39。s Republic of China for the Avoidance of DoubleTaxation and the Prevention of Fiscal Evasion with Respect to Taxes onIne, shall be borne and paid by the Seller and Buyer, respectively.(c) With regard to Section 10 (b) above, the Seller shall remitpayment for such taxes to the relevant Chinese tax authorities through theBuyer within _______ working days after the Seller is in receipt of one(1) original certificate (invoice) for the taxes levied by the Chinesetaxation authorities. The Buyer shall remit payment for such taxes to therelevant ___________ tax authorities through the Seller within _______working days after the Buyer is in receipt of one (1) original certificate(invoice) for the taxes levied by the ___________ taxation authorities.(d) Any and all taxes, levies, customs duties, sales, use, excise,value added and similar taxes to be levied on the Seller in connectionwith the performance of this Contract for the sale of goods and repair andinstallation services, which are now existing or which may be hereinafterimposed by any _________ governmental entity, shall be borne and paid bythe Seller.11. Operating Manuals and Other Materials/Training(a) Seller shall provide with each Commercial ________ system , one(1) User39。s Acceptance Test Procedure. Seller or its designated serviceprovider shall conduct the acceptance tests in accordance with said TestProcedure. If any such test is not Successfully Completed (as definedbelow), Seller or its designated service provider shall evaluate the testand make any adjustments or corrections of the System as will result inperformance of the System in accordance with the Specifications. Buyershall be given reasonable prior notice of the mencement of, and thereasonable opportunity to observe, all such tests.(b) The term Successful Completion, when used in this Contract withrespect to any test, means successful pletion of such test as definedin the particular test procedure and all references to test denote thetests in Seller39。s __________system.4. Payment(a) In full consideration for providing the System and all relateditems to be provided under this Contract, Buyer shall pay to Seller theamount set forth in Annex C as the purchase price for the System.(b) Payments shall be made in accordance with Annex C.5. Delivery and Installation(a) Delivery of the System will be made in accordance with thedelivery schedule set forth in Annex B. Shipping charges are specified inAnnex C. Buyer shall have the right to specify the carrier and shallinstruct Seller of its choice in writing. In the absence of suchinstructions, Seller will select the carrier, but shall not thereby assumeany liability in connection with shipment, nor shall the carrier beconsidered the agent of Seller. Unless requested by Buyer, Seller shallhave no obligation to obtain insurance for Buyer or assist the Buyer withany shipping claims.(b) The Seller shall, immediately upon the pletion of the loadingof the goods, advise the Buyer by cable/telex of the loading of the goods,the contract number, modity, quantity, invoiced value and gross weight.(c) Seller or its designated service provider shall install the_________ System at Buyer39。Ｂ．終止，不論是賣方、設(shè)備公司終止的還是用戶終止的，都適用于許可在經(jīng)許可的處理機上執(zhí)行的所有軟件版本。Ｅ．個人和非排他性的許可用戶的分許可是給用戶個人的和非排他性質(zhì)的，未經(jīng)設(shè)備公司明示同意，不得轉(zhuǎn)讓?！敖?jīng)許可的處理機”一詞是指許可中具體規(guī)定的、具有以下任一情形的處理機或配置設(shè)備：ｉ．其序號在賣方提供的賣方許可證或軟件許可訂單確認書上已有具體規(guī)定的；ｉｉ．如果沒有這種具體規(guī)定，軟件按照許可首次在其上面執(zhí)行的。附件六 最終用戶軟件分許可合同賣方與“用戶”已簽訂一份由用戶從賣方購買某些設(shè)備和軟件的合同（“銷售合同”）。