国际计算机软件许可合同格式(附英文)
International Computer Software Licen Agreement
This International Computer Software Licen Agreement (the "Agreement") is made and entered into by and between [Licene], a company organized under the laws of [Country] with its registered office at [Address], hereinafter referred to as "Licene," and [Licensor], a company organized under the laws of [Country] with its registered office at [Address], hereinafter referred to as "Licensor."
1. Purpo
Licensor is the owner of certain computer software and related documentation (the "Software"), which it desires to licen to Licene for u in [describe purpo of software u]. The parties hereto desire to t forth their understanding and agreement concerning the terms and conditions of such licen.
2. Definitions
In this Agreement, unless otherwi specified or the context requires otherwi, the following terms shall have the following meanings:
2.1 "Licen" means the non-exclusive right granted by Licensor to Licene to access, u, and reproduce the Software in accordance with the terms of this Agreement.
2.2 "Intellectual Property Rights" means any and all patents, copyrights, trademarks, trade crets, and any other intellectual property rights recognized by law.
2.3 "Confidential Information" means any information, whether in oral, written, graphic, electronic, or other form, that is disclod by one party to the other party, and that is designated as confidential or is reasonably understood to be confidential under the circumstances surrounding disclosure.
2.4 "Documentation" means any specifications, ur manuals, training materials, and other materials or information relating to the Software that Licensor may provide to Licene.
3. Grant of Licen
3.1 Subject to the terms and conditions of this Agreement, Licensor grants to Licene a non-exclusive, non-transferable, limited licen to u the Software for the purpo t forth in Section 1. Licene may make and retain backup copies of the Software as reasonably necessary to u the Software in accordance with this Agreement.
3.2 Licene may not u the Software for any purpo other than the purpo t forth in Section 1, and may not sublicen, rent, ll or distribute the Software to any third party, or u the Software to develop or produce any derivative works.
3.3 Licene may not remove or alter any copyright, trademark, or other proprietary notices from any portion of the Software, Documentation or any other materials relating to the Software.
4. Ownership of Intellectual Property Rights
4.1 Licensor retains all right, title and interest in and to the Software and all Intellectual Pr
operty Rights related thereto, including without limitation all updates, enhancements, modifications, or other changes to the Software made by Licensor.
4.2 Licene acknowledges that the Software and all Intellectual Property Rights related thereto are valuable asts of Licensor, and that any unauthorized u or disclosure of such Software or Intellectual Property Rights may cau irreparable harm to Licensor, the extent of which may be difficult to ascertain.
4.3 Licene agrees to promptly notify Licensor of any actual or suspected infringement of or violation of Licensor's Intellectual Property Rights, and to cooperate with Licensor in any legal action or proceedings against third parties arising out of such infringement or violation.
5. Confidentiality
5.1 Licene acknowledges that the Software and Documentation contain Confidential Information of Licensor, and Licene agrees to maintain the confidentiality of such Confi
dential Information, and to u the Confidential Information only for the purpo t forth in Section 1.
5.2 Licene agrees not to disclo any Confidential Information of Licensor to any third party, except as required by law or regulation.
5.3 Licene agrees to limit access to the Confidential Information to tho of its employees or agents who have a need to know such information for the purpo t forth in Section 1. Licene agrees to take all necessary measures to safeguard the Confidential Information and to prevent its unauthorized disclosure or u.
6. Warranties and Reprentations; Limitations of Liability
