Exhibit 10.27
Software Sales
Contract
This contract is signed
on by
both parties at
.
Party A:
Address:
Tel:
Fax:
Postal code:
Contact Person:
E-MAIL:
Party B: Beijing e-Channels Century
Technology Co., Ltd.
Address:
Tel:
Fax:
Postal code:
Contact Person:
E-MAIL:
After fully negotiation, for the
purchase of software, Party A and Party B agreed to enter into this
contract and perform the terms as follow:
Article 1 Subject Matter of
Contract
1.1 Party B shall delivery the
Software (hereinafter
referred to as the “Software”) to Party A and render
the service of installation and maintenance in accordance to the
contract.
1.2 Party B licenses Party A to use
the Software aforesaid in accordance to the contract.
Article 2 Name, Quantity and
Delivery of Software
2.1 The name, specification and
content of the software shall be in accordance to Annexure 1
Product Description .
2.2 Quantity of
software Sets.
2.3 Delivery: the medium of software
shall be CDs with sets, which are originals
with standard package and good appearance.
2.4 Date and Place of Delivery: the
Software shall be delivered to the place appointed by Party A
before .
2.5 Both parties shall check the
software delivered and sign Memo of Checking and Acceptance for
Unpacking (please see Annexure 5).
1
Article 3 Price of
Contract
3.1 Unit price of software (RMB):
;
Total price of software (RMB):
;
Installation fee (RMB):
;
Total price of the Contract (RMB):
.
3.2 The maintenance and upgrade fee
after the period of guarantee shall be calculated and paid
annually, on which the yearly rate will
be % of total price of software (that
is RMB ).
Article 4 Use License of
Software
4.1 Party B hereby grants Party A
right to use the software permanently and inclusively in the scope
of .
4.2 The type of use is including
reading, transmission, operation, duplication and exhibition for
filing and study purpose, and any necessary modification to make
the software more operable.
4.3 The software can be used by the
headquarters, branches and sole subsidiaries of Party A.
Article 5 Installation and
Checking and Acceptance of Software
5.1 Both parties shall appoint one
person as principal for installation and checking and acceptance
and provide notice to the other party in written of such
appointment. The opinions of the principals shall be the final
decision of the parties. Any party shall notice to the other party
in written for the alternation of the principal.
5.2 The date of installation shall
be within 30 days after delivery, and the installation personnel of
Party B shall arrive at the spot within the time instructed and
informed by Party A. Party A shall supply the resources and
equipments on the spot, in fulfillment of the requirement of
contract. The detailed schedule, surrounding, and standards and
date of checking and acceptance shall be in accordance with
Annexure 2 Schedule of Installation and Implementation
.
5.3 After installation, Party A
shall organize to conduct the checking and acceptance. Both parties
shall sign Memo of Checking and Acceptance for Installation
(please see Annexure 3), if the software qualifies the checking and
acceptance. If the software can operate properly and stably for 30
days after the execution of Memo of Checking and Acceptance for
Installation , both parties shall sign Memo of Completion of
Installation and Implementation Service (please see Annexure
4). It shall be deemed as qualified if Party A does not sign
Memo of Checking and Acceptance for Installation without
reasonable cause within 3 working days after
installation.
Article 6 Method of
Payment
6.1 Within 10 days of the delivery
and the execution of Memo of Checking and Acceptance and
Unpacking , Party B can submit the Payment
2
Application
(please see Annexure 6). Within 5
working days after receiving Payment Application, and the
Formal Commercial Invoice of Party B , Party A shall pay 50%
of total price of software
(RMB ).
6.2 Within 10 days after the
installation and subscription of Memo of Checking and Acceptance
for Installation , Party B can submit Payment
Application . Within 5 working days after receiving Payment
Application, and the Formal Commercial Invoice of Party B
, Party A shall pay remaining of total price of software and
50% of installation fee
(RMB ).
6.3 Within 10 days after the stable
operation for consecutive 30 days and the execution of Memo of
Completion of Installation and Implementation Service , Party B
can submit Payment Application . Within 5 working days after
receiving Payment Application, and the Formal Commercial
Invoice of Party B , Party A shall pay 50% of installation
fee
(RMB ).
6.4 If it can not be installed
within 30 days of delivery due to the causes of Party A, Party A
shall pay the remaining of total price of software within 5 working
days from the thirtieth day of receipt
Article 7 Free Period of
Maintenance and Upgrade Service
7.1 Party B shall render service of
maintenance and upgrade without any charges for one year from the
date of the execution of Memo of Service Fulfilment . The
services shall include the upgradation of software, submitting
pitch, alternation of medium, hot line supporting, maintenance on
the spot, regular checks and electronic service, etc. (Please see
Annexure 7 Service Content of Maintenance and Upgrade for
details)
7.2 After the expiration of the free
period of maintenance and upgrade service, in case Party A needs
the maintenance and upgrade service from Party B, it shall pay
relevant service fee in accordance to Article 3.2 of the
contract.
Article 8 Guarantee on Property
Right and Quality
8.1 Party B guarantees that it is
the legal proprietary of the aforesaid software and has right to
license Party A for use and charge the relevant fee on
it.
8.2 Party B hereby declares that the
software does not infringe the rights and interests of any third
party and could be used legally and the use of the software by
Party A will be free from any claims of a third party. If there is
any dispute, compensation, and lawsuit arising from it, Party B
shall assist and bears the relevant expen
