【正文】 legal person duly organized and registered under the laws of the Peoples Republic of China on behalf of __________, a Chinese entity duly organized and registered under the laws of the Peoples Republic of China (both of the foregoing parties are hereinafter collectively referred to as Buyer) and ______________, a corporation organized and existing under the laws of ___________(Seller) as follows: 1. The agreement between the parties (Contract) consists of the terms and conditions set forth herein and the following schedules incorporated by reference: Annex A System Components Annex B Delivery and Installation Timetable Annex C Price and Payment Terms Annex D Product Description and Specifications Annex E Sellers Software License Agreement Annex F Enduser Software sublicense Agreement 2. Definitions The following terms shall have the following meanings in this Contract: (a) Commercial ___________system. (sketch) (b) Consumer _____________system. (sketch) (c) Control Computer: A ponent of the __________ System used by Buyer for __________. (d) System 3. Provision of The System Seller shall provide the System in accordance with the Product Description and Specifications (Annex D) and Delivery and Installation Timetable (Annex B) incorporated herein and Buyer shall pay for the System in accordance with the Price and Payment Terms (Annex C) incorporated herein. In addition, Seller will provide the _________ System to the Buyer in accordance with Annex C. For the avoidance of doubt, the term System as used in this Contract shall solely refer to the Sellers __________ system. 4. Payment (a) In full consideration for providing the System and all related items to be provided under this Contract, Buyer shall pay to Seller the amount 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 the delivery schedule set forth in Annex B. Shipping charges are specified in Annex C. Buyer shall have the right to specify the carrier and shall instruct Seller of its choice in writing. In the absence of such instructions, Seller will select the carrier, but shall not thereby assume any liability in connection with shipment, nor shall the carrier be considered the agent of Seller. Unless requested by Buyer, Seller shall have no obligation to obtain insurance for Buyer or assist the Buyer with any shipping claims. (b) The Seller shall, immediately upon the pletion of the loading of 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 Buyers designated facility in the Peoples Republic of China. Installation charges are specified in Annex C. Buyer shall be responsible for timely pletion, in accordance with the Installation Timetable herein (Annex B), of any necessary onsite preparations and modifications of Buyers facilities based on the specifications set forth in the Site Preparation Guidelines previously provided to Buyer. Buyer shall provide additional test equipment and resources (including but not limited to floor space, power outlets, interconnecting cables, racks, satellite facilities and the like), if needed, in accordance with the Site Preparation guidelines. Buyer shall have the responsibility for and shall pay for all such facilities, preparations, equipment, resources, licenses and permits required thereof. 6. Compliance with Export Control Laws of the Sellers Country (a) Seller agrees to apply for all _____________ Government export licenses, permits and approvals required for the exportation from ___________ to China of the products and technology to be purchased by Buyer from Seller. In the event that, despite Seller s best efforts, Seller is unable to obtain any and all license, permits and approvals needed to lawfully export such products and technology from __________ to China, this Contract is immediately terminated, the Seller and Buyer are excused from performance, and each Party agrees to hold the other Party harmless. (b) Buyer hereby undertakes to ply with the export laws and regulations of __________ and agrees that, without obtaining the necessary license of approval from the Government, Buyer will not knowingly (i) export, directly or indirectly, any origin technical data or software acquired from Seller, or any direct product of that technical data, to any country for which the Government or any agency thereof at the time of export requires an export license or other governmental approval。 or ii) that the System has menced the operations for which Buyer intends to use it. (d) Qualified Acceptance shall have the same consequences as those set forth in Section 8 (b) above except that the amount due for Systems shall be the difference between the amount paid to date and _________ percent of the amount that would have been due upon Acceptance, with the balance to be invoiced upon Acceptance. (e) Neither Shipment in Place nor Qualified Acceptance shall relieve Seller from any of its responsibilities under this Contract, including Successful Completion of the Acceptance Tests and correction of defects or deficiencies in accordance with the terms and conditions hereof. 10. Taxes (a) Any and all taxes, levies, customs duties, sales, use, excise, value added and similar taxes to be levied on the Buyer in connection with the performance of this Contract for the sale of goods and repair and installation services, which are now existing or which may be hereinafter imposed by any Peoples Republic of China governmental entity, shall be borne and paid by the Buyer. (b) All taxes in connection with the execution of this Contract imposed by any Peoples Republic of China governmental entity on the Seller, and all taxes in connection with the execution of this Contract imposed