技术合同范本英文版

技术合同范本英文版
Contract Number: ___________
Effective Date: ___________
This AGREEMENT is made and entered into as of the Effective Date and between Party A, a pany organized and existing under the laws of ___________ ("Party A"), and Party B, a pany organized and existing under the laws of
___________ ("Party B").
WHEREAS, Party A desires to engage Party B to provide certn technology services and Party B desires to provide such services on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contned herein, the parties hereto agree as follows:
1. DEFINITIONS
1.1 "Confidential Information" means all information, whether written, oral, electronic, or in any other form, that is provided one party to the other party in connection with this Agreement and that is identified as confidential or proprietary at the time of disclosure or that a reasonable person would consider to be confidential or proprietary.
1.2 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights recognized in any jurisdiction in the world.
1.3 "Services" means the technology services to be provided Party B to Party
A as set forth in Exhibit A attached hereto.
1.4 "Software" means any software provided Party B to Party A in connection with the performance of the Services.
2. SERVICES
2.1 Party B agrees to provide the Services to Party A in accordance with the terms and conditions set forth in this Agreement and Exhibit A attached hereto.
2.2 Party B shall perform the Services in a professional and workmanlike manner and shall use its best efforts to ensure that the Services meet the specifications set forth in Exhibit A.
2.3 Party A shall provide Party B with all necessary information, materials, and resources to enable Party B to perform the Services in accordance with this Agreement.
3. SOFTWARE LICENSE
3.1 Party B grants to Party A a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, modify, distribute, and display the Software in connection with the performance of the Services and as set forth in Exhibit A.
3.2 Party A shall not use the Software for any purpose other than as set forth in this Agreement and Exhibit A.
3.3 Party A shall not disclose or distribute the Software to any third party without the prior written consent of Party B.
4. CONFIDENTIALITY
4.1 Each party agrees to mntn the confidentiality of the Confidential Information of the other party and shall not disclose such Confidential Information to any third party without the prior written consent of the other party.
4.2 The obligations of confidentiality set forth in this Section 4 shall not apply to any Confidential Information that: (i) is or bees publicly known through no fault of the receiving party; (ii) is rightfully received the receiving party from a third party without restriction on disclosure; or (iii) is independently developed the receiving party without access to the Confidential Information of the other party.
4.3 The receiving party may disclose Confidential Information of the disclosing party if required to do so law, regulation, or court order, provided that the receiving party gives the disclosing party reasonable prior notice and an opportunity to seek a protective order.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Party B represents and warrants that it has all necessary rights, , and interest in and to the Software and that the Software does not infringe any Intellectual Property Rights of any third party.
5.2 Party A shall indemnify, defend, and hold harmless Party B from and agnst any and all clms, actions, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to any clm that the Software infringes any Intellectual Property Rights of any third party.
6. TERM AND TERMINATION
6.1 This Agreement shall mence on the Effective Date and shall continue for
a period of ___________ (____) months (the "Initial Term").
6.2 This Agreement shall automatically renew for successive ___________ (____) month terms (each a "Renewal Term") unless either party provides written notice of its intention not to renew at least ___________ (____) days prior to the end of the Initial Term or any Renewal Term.
6.3 Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material term or condition of this Agreement and fls to cure such breach within ___________ (____) days after receipt of written notice thereof.
7. FEES AND PAYMENT
7.1 In consideration for the Services to be provided Party B, Party A shall pay Party B the fees set forth in Exhibit A.
7.2 Party A shall make all payments due hereunder within ___________ (____) days after receipt of an invoice from Party B.
7.3 All payments made Party A under this Agreement shall be in United。