COMPUTER SOFTWARE LICENSING AGREEMENT (来源：专业英语学习网站 http://www.EnglishCN.com)
This contract made as of this ___________ day， by and between ___________，a Chinese enterprise legal person duly organized and registered under the laws of the People’s Republic of China on behalf of __________， a Chinese entity duly organized and registered under the laws of the People’s Republic of China （both of the foregoing parties are hereinafter collectively referred to as “Buyer”） and ______________， a corporation organized and existing under the laws of ___________（“Seller”） as follows：
1. The agreement between the parties （“Contract”） consists of the terms and conditions set forth herein and the following schedules incorporated by reference：
Annex A System Components
Annex B Delivery and Installation Timetable
Annex C Price and Payment Terms
Annex D Product Description and Specifications
Annex E Seller‘s Software License Agreement
Annex F End-user Software sublicense Agreement
The following terms shall have the following meanings in this Contract：
（a） Commercial ___________system. （sketch）
（b） Consumer _____________system. （sketch）
（c） Control Computer： A component of the __________ System used by Buyer for __________.
3. Provision of The System
Seller shall provide the System in accordance with the Product Description and Specifications （Annex D） and Delivery and Installation Timetable （Annex B） incorporated herein and Buyer shall pay for the System in accordance with the Price and Payment Terms （Annex C） incorporated herein. In addition， Seller will provide the _________ System to the Buyer in accordance with Annex C. For the avoidance of doubt， the term “System”as used in this Contract shall solely refer to the Seller’s __________ system.
（a） In full consideration for providing the System and all related items to be provided under this Contract， Buyer shall pay to Seller the amount set forth in Annex C as the purchase price for the System.
（b） Payments shall be made in accordance with Annex C.
5. Delivery and Installation
（a） Delivery of the System will be made in accordance with the delivery schedule set forth in Annex B. Shipping charges are specified in Annex C. Buyer shall have the right to specify the carrier and shall instruct Seller of its choice in writing. In the absence of such instructions， Seller will select the carrier， but shall not thereby assume any liability in connection with shipment， nor shall the carrier be considered the agent of Seller. Unless requested by Buyer， Seller shall have no obligation to obtain insurance for Buyer or assist the Buyer with any shipping claims.
（b） The Seller shall， immediately upon the completion of the loading of the goods， advise the Buyer by cable/telex of the loading of the goods，the contract number， commodity， quantity， invoiced value and gross weight.
（c） Seller or its designated service provider shall install the _________ System at Buyer’s designated facility in the People’s Republic of China. Installation charges are specified in Annex C. Buyer shall be responsible for timely completion， in accordance with the Installation Timetable herein （Annex B）， of any necessary on-site preparations and modifications of Buyer’s facilities based on the specifications set forth in the Site Preparation Guidelines previously provided to Buyer. Buyer shall provide additional test equipment and resources （including but not limited to floor space， power outlets， interconnecting cables， racks，satellite facilities and the like）， if needed， in accordance with the Site Preparation guidelines. Buyer shall have the responsibility for and shall pay for all such facilities， preparations， equipment， resources， licenses and permits required thereof.
6. Compliance with Export Control Laws of the Seller’s Country
（a） Seller agrees to apply for all _____________ Government export licenses， permits and approvals required for the exportation from ___________ to China of the products and technology to be purchased by Buyer from Seller. In the event that， despite Seller’s best efforts，Seller is unable to obtain any and all license， permits and approvals needed to lawfully export such products and technology from __________ to China， this Contract is immediately terminated， the Seller and Buyer are excused from performance， and each Party agrees to hold the other Party harmless.
（b） Buyer hereby undertakes to comply with the export laws and regulations of __________ and agrees that， without obtaining the necessary license of approval from the Government， Buyer will not knowingly （i）
export， directly or indirectly， any origin technical data or software acquired from Seller， or any direct product of that technical data， to any country for which the Government or any agency thereof at the time of export requires an export license or other governmental approval； or （ii）
disclose any origin technical data or software acquired from Seller to any national of any country for which the Government or any agency thereof requires an export license or other governmental approval.
（c） Within __________months of the signing of this contract， the Seller agrees to inform the Buyer of the status of the Seller’s application for the Government export licenses， permits and approvals required for the exportation from __________to China of the products and technology to be purchased by Buyer from Seller.
7. Title and Risk of Loss