SolutionProviderAgreement供给解决方.docx

1、SolutionProviderAgreement供给解决方Solution Provider Agreement供给解决方案 - 1. DELIVERY OF SOURCE MATERIAL TO SOURCEFILE. Upon execution of this agreement, Depositor shall deliver to SOURCEFILE a parcel (the Parcel ) sealed by Depositor, which Depositor represents and warrants contains the Source Material. .

2、During the course of the Agreement, and at the same time as revisions to the OBJECT CODE, (including any IMPROVEMENTS, CORRECTIONS, ENHANCEMENTS, UPGRADES, and UPDATES which PROVIDER is required to incorporate in the Software are delivered by Depositor, Depositor shall deliver to SOURCEFILE the revi

3、sed Source Material Escrow Materials SOURCEFILE has no knowledge of, and makes no representations with respect to, the contents or substance of the Parcel, the Software or the Source Material. Depositor shall send to SOURCEFILE a duplicate of the Source Material within three (3) days after receiving

4、 written notice from SOURCEFILE that the Source Material has been destroyed or damaged. All supplements shall be subject to the terms and provisions of this Agreement. 2. ACKNOWLEDGMENT OF RECEIPT BY SOURCEFILE. SOURCEFILE shall promptly acknowledge to Depositor and to Beneficiary the receipt of the

5、 Parcel and any supplements to the Source Material which are added to the Parcel. Depositor shall provide supplements to the Source Material for each version of the Software. AR such supplements shall be subject to the terms and provisions of this Agreement. SOURCEFILE will notify Beneficiary and De

6、positor of each update to the Source Material. Such notification will be sent via certified mail, return receipt required. SOURCEFILE will provide an account status report to the Beneficiary and Depositor on a semi-annual basis. 3. ACKNOWLEDGMENT BY BENEFICIARIES. For purposes of this Agreement, a l

7、icensee of the Software under a fully executed License Agreement, shall be a Beneficiary hereunder with such rights of a Beneficiary as set forth herein, only if (i) such licensee has sent to SOURCEFILE a fully executed copy of the form of acknowledgment attached hereto as Exhibit B , in which such

8、licensee accepts the terms of this Agreement and (ii) all fees are paid. The names and addresses of the Beneficiaries shall be described in one or more schedules of Beneficiaries. A schedule of Beneficiaries effective as of the date of this Agreement is attached hereto as Exhibit C . All other licen

9、sees of the Software shall have no rights hereunder and SOURCEFILE shall have no duties to such licensees. 4. TERMS AND CONDITIONS OF THE SOURCE MATERIAL ESCROW. The Parcel shall be held by SOURCEFILE upon the following terms and conditions: (i) Beneficiarys right to possession of the Source Code is

10、 subject to Beneficiarys execution of a registration document with SOURCEFILE and payment to BBB of an annual fee for Beneficiarys participation in such escrow account. Such registration document shall provide Beneficiary access to the Source Code, the right to use and modify the Source Code solely

11、to maintain and support Beneficiarys current and future customers of the Licensed Material and the right to produce object code copies of the modified Licensed Material as part of Beneficiarys applications for use in accordance with the terms of the Agreement, subject to the following conditions: (a

12、) Beneficiary is in compliance with the terms of the Agreement; (b) Beneficiary has a valid license to the Licensed Material; and (c) Beneficiary has a valid maintenance agreement with BBB for support of the Licensed Material, and either (1) A petition in bankruptcy has been filed in BBBs name, whet

13、her voluntarily or involuntarily, and such petition is not withdrawn within 90 days of such filing or (2) pursuant to BBBs obligations under a valid maintenance agreement with Beneficiary, BBB has consistently and repeatedly failed or refused to correct a catastrophic error or numerous individual er

14、rors in the Licensed Materials which render the licensed materials commercially unusable. Provided that the above conditions exist, and Beneficiary has given Depositor written notice of such breach which was not cured within 60 days (the Release Condition), then SOURCEFILE shall follow the following

15、 procedures set forth in this Section 4, parts (h), (iii), (iv) and (v). (ii) SOURCEFILE shall promptly notify Depositor of the occurrence of the Release Condition and shall provide to Depositor a copy of Beneficiarys notice to SOURCEFILE. (iii) If SOURCEFILE does not receive Contrary Instructions,

16、as defined below, from Depositor within sixty (60) days following SOURCEFILEs delivery of a copy of such notice to Depositor, SOURCEFILE shall deliver a copy of the Source Material to Beneficiary. Contrary Instructions for the purposes of this Section 4 shall mean the filing of written notice with S

17、OURCEFILE by Depositor, with a copy to the Beneficiary demanding delivery, stating that the Release Condition has not occurred or has been cured. (iv) If SOURCEFILE receives Contrary Instructions from Depositor within sixty (60) days of the giving of such notice to Depositor, SOURCEFILE shall not de

18、liver a copy of the Source Material to the Beneficiary, but shall continue to store the Parcel until: (1) otherwise directed by the Depositor and Beneficiary jointly; (2) SOURCEFILE has received a copy of an order of a court of competent jurisdiction directing SOURCEFILE as to the disposition of the

19、 Source Material; or (3) SOURCEFILE has deposited the Parcel with a court of competent jurisdiction or a Trustee or receiver selected by such court pursuant to this Section 4, part (v) below. (v) Upon receipt of Contrary Instructions from Depositor, SOURCEFILE shall have the absolute right, at SOURC

20、EFILEs election, to file an action in interpleader requiring the Depositor and Beneficiary to answer and litigate their several claims and rights amongst themselves. SOURCEFILE is hereby authorized to comply with the applicable interpleader statutes of the State of _(state) in this regard. 5. TERM O

21、F AGREEMENT. This Agreement shall have an initial term of three (3) years. The term shall be automatically renewed on a yearly basis thereafter, unless Depositor, Beneficiary, or SOURCEFILE notifies the other parties in writing at least forty-five (45) days prior to the end of the then current term

22、of its intention to terminate this Agreement. 6. COMPENSATION OF SOURCEFILE. Depositor or Beneficiary agree to pay SOURCEFILE reasonable compensation for the services to be rendered hereunder in accordance with SOURCEFILEs then current schedule of fees, except that any fees associated with Escrow Re

23、lease Requests and Technical Review/Verification Requests initiated by a Beneficiary must be paid by that Beneficiary in accordance with SOURCEFILEs then current schedule of fees. Depositor or Beneficiary will pay or reimburse SOURCEFILE upon request for all reasonable expenses, disbursements and ad

24、vances, including software duplication charges, incurred or made by it in connection with carrying out its duties hereunder. 7. LIMITATION OF DUTIES OF SOURCEFILE. SOURCEFILE undertakes to perform only such duties as are expressly set forth herein. 8. LIMITATION OF LIABILITY OF SOURCEFILE. SOURCEFIL

25、E may rely on and shall suffer no liability as a result of acting or refraining from acting upon any written notice, instruction or request furnished to SOURCEFILE hereunder which is reasonably believed by SOURCEFILE to be genuine and to have been signed or presented by a person reasonably believed

26、by SOURCEFILE to be authorized to act on behalf of the parties hereto. SOURCEFILE shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement. SOURCEFILE may consult with counsel of its own choice

27、, and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. 9. INDEMNIFICATION OF SOURCEFILE. SOURCEFILE shall be responsible to perform its obligations under this agreement and to

28、act in a reasonable and prudent manner with regard to this escrow arrangement. Provided that SOURCEFILE has acted in the manner stated in the previous sentence, Depositor and Beneficiary each agree to indemnify, defend, and hold harmless SOURCEFILE and its agents and employees (collectively, SOURCEF

29、ILE ) from any and all claims, demands, liability, costs and expenses (including attorneys fees) incurred by SOURCEFILE directly or indirectly arising from or relating to the Source Material and/or SOURCEFILEs performance of its duties under this Agreement. 10. RECORD KEEPING AND INSPECTION OF SOFTW

30、ARE. SOURCEFILE shall maintain complete written records of all materials deposited by Depositor pursuant to this Agreement. During the term of this Agreement, Depositor shall be entitled at reasonable times during normal business hours and upon reasonable notice to SOURCEFILE to inspect the records

31、of SOURCEFILE maintained pursuant to this Agreement and to inspect the facilities of SOURCEFILE and the physical condition of the Source Material. 11. TECHNICAL VERIFICATION. Beneficiary reserves the option to request SOURCEFILE to verify the Source Material for completeness and accuracy. At Benefic

32、iarys expense, SOURCEFILE may elect to perform the verification at its site or at the Depositors site. Depositor agrees to reasonably cooperate with SOURCEFILE in the verification process by providing its facilities and computer systems and by permitting SOURCEFILE and at least one employee of Benef

33、iciary to be present during the verification of Source Material. 12. RESTRICTION ON ACCESS TO SOURCE MATERIAL. SOURCEFILE shall maintain the Source Materials in a secure, environmentally safe, locked receptacle which is accessible only to authorized SOURCEFILE employees. SOURCEFILE shall not disclose the contents of this Agreement to any third party. If