软件服务外包合同英文版.docx

1、软件服务外包合同英文版Contract No.:Technology Development (Commission) ContractProject Name:Entrusting Party (Party A): Entrusted Party (Party B): Date：Sign at: Validity: Printed by Ministry of Science and Technology of the Peoples Republic of ChinaInstructionThe contract is a sample for Technology Development

2、 Contract printed by Ministry of Science and Technology of the Peoples 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 pa

3、rty 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 “Entrust

4、ing 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 parties negotiations. And the appendix forms an indispensable part of this contract.4. As for the terms

5、 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) ContractEntrustingParty(PartyA): XXX Germany Location: _Legal Representative:_ _Project Contact Person: _Contact Information:Addre

6、ss: _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 r

7、esearch 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 Peoples Republic of China, and on the principle of reality and mutual agreement through ne

8、gotiations 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

9、within_ days after this Contract comes into effect. The plan should include the following content:1_ 2_ 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. Techn

10、ical 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

11、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

12、 Bs 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

13、 to check Party As 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 Bs 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 BArticle 7 Any

14、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 with

15、in _days. If it fails to reply within the time limit, the request shall be regarded as being accepted.?； ； ； 。 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 circumstance

16、s, 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.； ； ； 。 The detailed content of the R&D work which Party B may transfer includes _ Article 9 As for the liability for risks involved in a failure or partial fail

17、ure 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

18、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 Contra

19、ct 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

20、, 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

21、 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 pa

22、rty fails to inform the other party in due time and as a result the other partys 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. Content of confidentiality (including technical information and operation information)_ _2. Secret related personnel: _ _3. Term of confidentiality_