Based on the principle of friendly cooperation, mutual benefits and joint development, both Party A and Party B have agreed as follows concerning the licensed use of relevant software after friendly negotiations:
The definition is applicable for the interpretation and execution of all articles of the agreement.
1.1 Products: refers to the mobile terminal devices such as mobile phone and tablet PC etc. developed, produced and sold by Party A.
1.2 Licensed software: refer to the ** and source code licensed to Party B for use by Party A.
1.3 Commercial identifications: refer to any trademark, trade name, designation, name, specific figure, text, other marks and identifications owned or possessed or controlled by one party based on the agreements or laws.
2.1 License from Party A
2.1.1 Party A authorizes Party B to copy, install and use the licensed software for the products specified in the contract for internal evaluation purpose only, and not for any other commercial purpose.
2.1.2 Nature of license: the license is non-exclusive, non-sublicensable and non-transferable in the mainland, China
2.1.3 License period: 6 months since the agreement takes effect. If it needs to be extended, both parties shall discuss otherwise.
2.2 Limitation of rights
Without written approval of Party A, Party B shall not by itself or allow any third party to conduct the following to the licensed software:
2.2.1 Have reserve engineering, decompiling and deassembling to the licensed software;
2.2.2 Modify, delete the copyright statement contained in the licensed software;
2.2.3 Amend, carry out derivate development to the licensed software;
2.2.4 Lease, sell, distribute or otherwise provide the licensed software to any third party;
2.2.5 Disclose it to any third party;
2.2.6 Any other rights not expressly licensed by Party A to Party B to exercise.
3.1 The ownership of the licensed software (including but not limited to any image, video, recording, text, code and files contained in the licensed software) and the intellectual property contained thereof shall belong to Party A.
3.2 When exercising the license hereof, Party B shall use and show the commercial marks of Party A and the licensed software; without the written approval from Party A, Party B shall not modify the commercial marks of Party A and the licensed software, nor use it beyond the scope specified in the agreement.
3.3 Any intellectual property arising out from the suggestions of Party B to the licensed software shall belong to Party A.
4.1 Both Party A and Party B and their employees shall keep confidential all the information and documents under the agreement. Such confidential information shall include but not be limited to: the products and their relevant information, the licensed software and its relevant information, negotiation correspondences, business information of either party (product price, promotion mode and channel information); the partner information of either party etc.
4.2 Without the written approval of the other party, no party shall make public, disclose, provide or duplicate the above mentioned confidential information to any third party in any way.
4.3 The confidential obligation of both parties hereof shall not terminate with the termination of the agreement. Instead, the receiving party shall continue to undertake the confidentiality obligation until such information is made public.
4.4 If one party breaches the confidentiality obligation, the other party shall be entitled to terminate the agreement unilaterally, and ask for indemnity from the other party for any direct economic loss caused thereof.
4.5 After the termination of the agreement or within the agreement validity, once Party B receives the formal notice from Party A, Party B shall immediately delete and destroy the confidential information permanently, and Party A shall be entitled to check the detailed situation.
5.1 Unless agreed otherwise hereof, if one party violates the obligation under the agreement, the observant party shall have right to notify the default party to make corrections. If the default party fails to do so in 30 days after receiving the written notice, the observant party shall be entitled to terminate the agreement unilaterally, and ask for indemnity from the default party for any direct loss caused thereof.
5.2 Party B shall not use the licensed software beyond the licensed range, or otherwise, Party A shall be entitled to terminate the agreement unilaterally, and ask for indemnity from Party B for any direct economic loss caused thereof.
5.3 Without the written approval of Party A, Party B shall not conduct reverse engineering, decompiling or deassembling to the licensed software, nor amend, upgrade, transform or conduct derivate development to the licensed software, or otherwise, Party A shall be entitled to terminate the agreement unilaterally and ask for indemnity from Party B for any direct economic loss caused thereof.
5.4 Party B shall keep properly the licensed software and relevant documents provided by Party A, and undertake corresponding confidentiality obligation. If the confidential information is caused lost or disclosed due to any fault of Party B, Party B shall indemnify Party A for any economic loss caused thereof (including but not limited to the attorney’s fee, notarial fee, litigation fee and compensation etc. ).
6.1 The agreement and its annexes shall enter effect after sealed by both parties, with the validity same as the licensed period.
6.2 If one party wants to terminate the agreement in advance, a written notice should be presented to the other party with 15 working days in advance before both parties terminate the agreement by consensus.
6.3 The termination of the agreement shall neither affect the existing rights and obligation under the agreement, nor the survival of the articles which should continue to be valid after the termination of the agreement according to its own nature.
7.1 The conclusion, interpretation and execution of the agreement as well as all disputes arising out thereof shall be governed by the laws of People’s Republic of China (except Hongkong, Macau and Taiwan).
7.2 Any dispute arising out during the performance of the agreement shall be settled in a friendly way through negotiations by both parties first. In case of any failure through negotiations in 30 days, either party can submit it to the competent local court where Party A is located.
8.1 Any notice sent by either party to the other party via E-mail or fax concerning the rights and obligations hereof shall be sent immediately via courier to the address of the other party listed in the contract.
8.2 The annexes of the agreement shall form an integral part of the agreement with same legal force as the agreement.
8.3 The agreement and its annexes are made out in duplicate, with each party holding one copy respectively, which shall have same legal validity.
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