1、軟件開發合同Party A :Party B :簽訂日第1頁共16頁Entrusting Party (Party A):En trusted Party (Party B):Date :Sig n at:Validity:Pri nted by Min istry of Science and Tech no logy of the People ' s Republic of Chi naIn structio nThe con tract is a sample for Tech no logy Developme nt Con tract prin ted by Mi ni s

2、try ofScience and Tech no logy of the People' s Republic of China. The tech ni calcon tract registry orga ns can recomme nd the sample to the parties concerned in tech no logy con tracts for referen ce.1. The con tract is applied for the tech no logy developme nt con tracts in whichone party en

3、trusts the other party to research and develop new tech no logies,products , crafts 5 materials or new varieties and series.2. If there are several represe ntatives in either party, Party A or Party Bcould be respectively listed as com mon en trust ing party or com mon en trustedparty in the “Entrus

4、ting Party ” or uEntrusted Party “ provisions(new page ) accord ing to their own re I at i ons in the con tract.3. Any conditions not stipulated here will be listed in the appendix in accorda nee with to the parties ' n egotiati ons. And the appe ndix forms an in dispe nsable part of this con tr

5、act.upon by the parties , they should be indicated with the word such as N/A.Tech no logy Developme nt (Commissi on) Con tractEn trust in g Party (Party A):Locati on:Legal Represe ntative:Project Con tact Pers on:Con tact In format! on:Address:Tel: Fax:Email:En trusted Party (Party B):Locati on:Lega

6、l Represe ntative:Project Con tact Pers on:Con tact In format! on:Address:Tel: Fax:Email:In the Con tract, Party A en trust Party B to research and developProject. The R&Dfund and remuneration shall be born by Party A.Party B accepts the en trustme nt and hereby con ducts the R&Dwork. In acc

7、ord a nee with theCon tract Law of the People ' s Republic of China , and on the prin ciple of reality and mutualagreement through negotiationson the basis of equalitythe follow ing articles are reached and abided by the two parties:Article 1 The requireme nts of the R&D project in the Con t

8、ract1. Tech ni cal Objective:2. Tech ni cal Content:3. Technical Method and Strategy:Article 2 Party B shall submit the R&Dplan to Party A within days afterthisCon tract comes into effect. The pla n should in elude the followi ng content: 1.2.3.4.Article 3 Party B shall accomplish the R&D wo

9、rk accord ing to the follow ing schedule:1.2.3.Article 4 Party A shall provide the follow ing tech ni cal data and cooperati on to Party B:1. Tech ni cal Data List:2. Delivery Date and Manner:3. Other cooperati on matters:be han diedAfter the performa nee of the Con tract , the above tech ni cal dat

10、a shall by the follow ing ways:Article 5 Party A shall pay the R&D fund and remun erati on accord ing to the following terms:1. The total amount of the R&D fund and remun erati on isIn cludi ng: (1)(4) The payme nt shall be made by Party A to Party B based on(on e-timecalculation , installme

11、nt payment or royalty payment). The detailed payment mode and date are as follow ing:3. The information of Party B ' s Bank Name , Bank Address and account numberis as follow! ng:Bank Name:Bank Address:Acco unt Name:4. With the two parties ' con firmati on, Party A shall pay the R&D fund

12、 andremun erati on to Party B by means of the profit shari ng which is gen erated fromthe R&Dachieveme nts. Party B has the right to check Party A ' s releva nt acco unts in themanner ofArticle 6 The R&D fund shall be used by Party B in the form of. PartyA has the right to inspect Party

13、Bs R&D work and the utilization of R&D fundby the means of, but Party A should avoid disturb ing the no rmal workof Party BArticle 7 Any cha nges occurred in the Con tract shall be con firmed in a writte nform through the negotiation of the two parties. Under the following,and the other part

14、y shall make acircumstances , one party may submit the request for modificationof the rights and obligati ons stipulated in the Con tractrequest shall be regarded as bei ng accepted.2,3.4*Article 8 Party B shall n ot tran sfer part of or the en tire of the R&D work stipulated in the Con tract to

15、 the third party without the consent of Party A.But under the following circumstances , Party B maytransfer part of or the entire of theR&Dwork stipulated in the Con tract to the third party without the consent of Party A.1. i2. ；3. ;4. _The detailed content of the R&D work which Party B may

16、 tran sfer in eludesArticle 9 As for the liability for risks involved in a failure or partial failure in research and developme nt caused by in surm oun table tech ni cal difficulties un der the curre nt tech no logy and con diti on occurri ng in the process of performa nee of the Con tact, it shall

17、 be un dertake n by the two parties in accordance with the following stipulations:Con firmed by both parties , the tech ni calrisk stipulated in the Con tact shallbe assessed in the manner of . The main content of the tech ni cal riskassessment shall include its existence, scope , degree 5 loss and

18、so on. Thetech ni cal risk assessme nt should have the follow ing basic con diti ons:1. The project men ti oned in the Con tract is difficult eno ugh for the prese nttech no logic level;2. Party B subjectively commits no fault and the failure of research anddevelopme nt is con sidered by experts as

19、reas on able.Once one party discovers that the situation is likely to cause a failure orpartial failure in research and development , the Discoverer shall inform the other party of the situati onwithi ndays and take appropriate measures toreduce losses. If one party fails to inform the other party i

20、n due time and take appropriate measures andas a result the losses are aggravated, the responsible Party shall bear theliability for the aggravated part of the losses.Article 10 In the performa nee of the Con tract , the tech no logy which is the object of a research and development has been made pu

21、blic by others (including the form of pate nt). On eparty shall no tify the other party to resci nd the Con tract within days. If one party fails to inform the other partyin due time and as a result the other party' s losses occur, the otherparty has right to claim compensation for its losses. A

22、rticle 11 Mutually con firmed, the twoparties shall un dertake the follow! ng obligati ons of mai ntai ning con fide ntiality stipulated in the Con tract:Party A1. Content of con fide ntiality (in cludi ng tech ni cal in format! on and operati onin format! on)2. Secret related pers onn el:3. Term of

23、 con fide ntiality4. Resp on sibility over con fide ntial in formati on disclosure:Party B1. Content of con fide ntiality (in cludi ng tech ni cal in formati on and operati onin formati on)2. Secret related pers onn el:3. Term of con fide ntiality4. Resp on sibility over con fide ntial in formati on disclosure:Article 12 Party B shall submit the R&Dachievements to Party A in the following format:1. The delivery method and quantity of the R&D achievements:2. Delivery date and place:Article 13 C on firmed by both sides , Party A shall