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Software License Agreement
This
Agreeme nt is made and en tered into by and betwee
n Nuctech Compa ny Limited (here in after
referred to as Lice nsor
”
and
_________
Company (here in after referred to as
Lice nsee
Whereas Lice nsor is the owner
of the Software;
Whereas
_
_________
Compa
ny desires to obta in from Nuctech a non-exclusive
and non-tran sferable
license to use
the Software in accordanee with the terms and
conditions set forth in this Agreeme
nt.
Now, therefore, both
Parties hereof agree as follows:
1.
Definition:
In construing
this Agreement, the following words and
expressions shall have the meanings hereby
assig ned to them, uni ess their use in
the con text is incon siste nt with such meanin
gs:
A.
Licensor
means
Nuctech Company Limited (Nuctech);
B. <
/p>
Licensee
_
_________
___ Company;
C.
Software
”
means
_
< br>________________________________________
, developed and provided by
Licensor, for
_
___________
System;
D.
System” means
_<
/p>
________________________________________
________________
System;
E.
Agreement
”
means
these
terms
and
conditions
of
the
Agreement
and
the
Appendix
(if
any)
attached
hereto and in
corporated here in.
注:
对于定义
C
项
Softw
are
根据实际情况填写软件的具体名称和内容。
对于定义
D
项
System”
根据实际情况填写软件拟应用的系统。
2.
Grant of License
Lice
nsor
hereby
grants
to
Lice
nsee,
a
non
-
tra
nsferable,
no
n-exclusive
lice
nse
to
use
the
software,
on
the
terms
and
con
diti
ons
set
forth
here
in.
No
other
lice
nse, expressed or
implied, is gran ted except as specifically
provided here in.
3.
Restriction on Use
Lice
nsee
may
use
the
Software
only
on
the
System
as
specified
in
this
Agreeme
nt;
Licensee shall use the Software only in
connection with its internal operations,
and
shall
not
offer
or
supply
the
use
of
the
Software
to
others
un
der
any
circumsta
nee. No other software can be in
stalled, operated, or con figured on the System
uni ess Licensee receives prior written
approval by Licensor. This includes
operating or applicati on software that
may be available from Lice nsor that is
not covered by this Lice nse Agreeme
nt.
4.
Restriction on
Copying
Licensee
shall
make
no
copies
of
the
Software,
or
any
part
thereof,
and
the
permitted
Software
shall
be
stored
in
a
secure
manner
and
be
clearly
marked
with
the
Licens
'
osr
copyright.
5.
Restriction on Transfer
Licensee
shall
not
sell,
assign,
sublicense,
transfer,
or
otherwise
make
available
the Software,
except as may be permitted by this Agreement and
only with written
prior consent by
Licensor.
6.
Reserved Rights
The Intellectual Property to the
Software including the technical data and
documentation
or
any
subsequent
development
and
modification
thereof
shall
be
and
remain in Licensor, and no title to or
ownership of or technology transfer of the
Software
or
any
portion
thereof
is
conveyed
or
transferred
to
the
Licensee
hereby.
Licensee
acknowledges the Software constitutes confidential
and proprietary
information and trade
secrets of Licensor, whether or not the Software,
or any
portion of it, is or may be
copyrighted or
copyrightable
,
and that
disclosure of
the Software
to Licensee
is
on
the
basis
of
the
confidential
relationship
between
Licensee and Licensor under this
Agreement.
7.
Restriction on
Disclosure
Except
as
expressly
permitted
herein,
Licensee
shall
not
disclose
or
otherwise
make
available
the
Software,
or
any
portion
thereof,
to
any
third
party
or
to
any
employee
of
Licensee who is not of necessity authorized by
Licensee to use the Software in
Licensee'sbusiness.
Licensee
shall
take
all
reasonablesteps
necessaryto
insure
the
Software, or
any
portion
thereof,
is
not
disclosed
or otherwise
made
available
by
Licensee (or employees of Licensee) to
any third party.
8.
Warranty
Licensor warrants it has the right to
grant the license herein granted, and for
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