软件许可及服务协议英文缩写

软件许可及服务协议英文缩写
SOFTWARE LICENSE AND SERVICES AGREEMENT (SLASA)
This Software License and Services Agreement (hereinafter referred to as the "Agreement") is entered into by and between [Client Name], having a registered address at [Client Address], and [Service Provider Name], having a registered address at [Service Provider Address] (hereinafter referred to as the "Parties").
BACKGROUND:
The Client is interested in obtaining software licensing and related services from the Service Provider to support its business operations. This Agreement outlines the terms and conditions governing the licensing and services to be provided.
1. DEFINITIONS
1.1. "Software" means the computer software product(s) to be licensed for use and the accompanying documentation, manuals, and support materials.
1.2. "Services" means the software support, maintenance, implementation, customization, and other services to be provided by the Service Provider to the Client, as agreed to in writing.
1.3. "License" means the non-exclusive, non-transferable right to use the Software for the purpose for which it was developed and as described in this Agreement.
2. LICENSE GRANT
2.1. The Service Provider grants the Client a License to use the Software, subject to the terms and conditions of this Agreement.
2.2. The License is non-exclusive and non-transferable.
2.3. The Client shall not, directly or indirectly, use, copy, modify, or distribute the Software or any portion thereof without the prior written consent of the Service Provider.
2.4. The Client may make a reasonable number of copies of the Software solely for backup and archival purposes.
3. SERVICES
3.1. The Service Provider agrees to provide the Services to the Client as agreed to in writing.
3.2. The Services shall be provided in a timely, professional, and workmanlike manner and in compliance with all applicable laws, regulations, and standards.
3.3. The Service Provider is not responsible for any delays or failures in the provision of the Services that are beyond its reasonable control.
3.4. The Services shall be provided for the duration of the License term, unless otherwise specified in writing.
4. TERM AND TERMINATION
4.1. This Agreement shall commence upon the Effective Date and shall continue until terminated by either Party, as provided for herein.
4.2. Either Party may terminate this Agreement for cause if the other Party breaches any material provision of this Agreement, and fails to cure such breach within thirty (30) days after receipt
of written notice thereof.
4.3. Upon expiration or termination of this Agreement, all Licenses and Services shall terminate, and the Client shall immediately cease all use of the Software.
5. WARRANTY AND DISCLAIMER
5.1. The Service Provider warrants that the Software and Services provided hereunder shall be free from defects in materials and workmanship and shall conform to the applicable specifications.
5.2. The foregoing warranty shall apply only to use of the Software and Services in accordance with the instructions and documentation provided by the Service Provider.
5.3. The warranty provided herein is in lieu of all other warranties, express or implied, including, but not limited to, any
implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
6. CONFIDENTIALITY
6.1. Both Parties agree to keep the terms and conditions of this Agreement and all information exchanged under this Agreement confidential, except as otherwise required by law.
6.2. Confidential information shall not be disclosed to any third party without the prior written consent of the other Party.
7. INDEMNIFICATION
7.1. The Service Provider shall indemnify, defend, and hold harmless the Client from and against any claims, demands, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with a breach of this Agreement by the Service Provider.
7.2. The Client shall indemnify, defend, and hold harmless the Service Provider from and against any claims, demands, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with a breach of this Agreement by the Client.
8. LIMITATION OF LIABILITY
8.1. In no event shall either Party be liable for any incidental, indirect, special, punitive, or consequential damages arising out of
or in connection with this Agreement, whether or not the Party has been advised of the possibility of such damages.
8.2. The aggregate liability of either Party to the other Party for all claims arising out of or in connection with this Agreement shall not exceed the total fees paid by the Client to the Service Provider under this Agreement.
9. GOVERNING LAW AND DISPUTE RESOLUTION
9.1. This Agreement shall be governed by and interpreted in accordance with the laws of the People's Republic of China.
9.2. Any dispute arising out of or in connection with this Agreement shall be resolved through good faith negotiation between the Parties.
9.3. If the dispute cannot be resolved through negotiation, the Parties agree to submit the dispute to arbitration under the rules of the China International Economic and Trade Arbitration Commission (CIETAC).
10. MISCELLANEOUS
10.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications and agreements, whether oral or written.
10.2. This Agreement may not be amended except in writing signed by both Parties.
10.3. Any notice required or permitted to be given under this Agreement shall be in writing and shall be delivered personally or by certified mail to the address of the Party as set forth in this Agreement.
10.4. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce it in the future.
10.5. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
(Client Name)
By: _________________________
Name: _______________________
Title: ________________________
Date: ________________________
(Service Provider Name)
By: _________________________
Name: _______________________
Title: ________________________
Date: ________________________。