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Software OEM License Agreement软件OEM许可协议.doc
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2022-01-04
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Software OEM License Agreement软件OEM许可协议.doc
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Software OEM License Agreement 软件 OEM 许可协议
核 心 提 示 : This Software License and OEM
Agreement (Agreement) is entered into
_________,_________,_________(M,D,Y) (the Eective
Date) by and between AAA, Inc., a
_________(Placename) corporation with principal
o'ces at _________(Address) and BBB, Inc., an
This Software License and OEM Agreement
(Agreement) is entered into
_________,_________,_________(M,D,Y) (the Eective
Date) by and between AAA, Inc., a
_________(Placename) corporation with principal
o'ces at _________(Address) and BBB, Inc., an
_________(Placename) corporation (collectively,
BBB), and CCC Corporation, a _________(Placename)
corporation with principal o'ces at
_________(Address) (CCC).
RECITALS
WHEREAS, CCC desires to purchase licenses to
certain BBB software products, and BBB desires to
sell such licenses to CCC in accordance with the
terms of this Agreement; and
1
WHEREAS, BBB desires to grant to CCC, and CCC
desires to receive from BBB, a non-exclusive
license to bundle certain of BBB’s products with
certain CCC products and to distribute such BBB
products, in object code format only, with CCC’s
products in accordance with the terms of this
Agreement;
NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants contained
herein, the parties agree as follows:
Section 1
DEFINITIONS
For purposes of this Agreement the following
terms shall have the meanings set forth below:
1.1 CCC PRODUCTS. CCC Products means those
CCC automatic test equipment products which are
described on SCHEDULE A attached to this
Agreement, as it may be amended from time to
time by mutual agreement of the parties.
1.2 BBB DOCUMENTATION. BBB Documentation
2
means all written or electronic technical
documentation furnished by BBB during the term
of this Agreement that relates to the VTB Software.
1.3 VTB. VTB Software means BBB’s proprietary
software, in machine- readable, compiled object
code format only, as more fully described on
SCHEDULE B, including any bug <xes, corrections,
or other modi<cations hereinafter furnished to CCC
by BBB in connection with the VTB Software,
whether requested by CCC pursuant to a
Maintenance Agreement between CCC and BBB or
initiated by BBB.
1.4 MAINTENANCE AGREEMENT. Maintenance
Agreement shall mean the maintenance
agreement for maintenance of the VTB Software in
the form set forth in SCHEDULE C.
1.5 END USER LICENSE AGREEMENT. End User
License Agreement shall mean the end user license
agreement for the VTB Software in the form set
forth in SCHEDULE E.
Section 2
PURCHASE GRANT AND DELIVERABLES
3
2.1 VTB SOFTWARE LICENSE PURCHASE. CCC
shall purchase licenses to the VTB Software for the
prices and in the quantity set forth in SCHEDULE D,
in accordance with the terms set forth in
SCHEDULE D. Each of such licenses shall be
subject to the terms of the End User License
Agreement.
2.2 MAINTENANCE PURCHASE. CCC and BBB shall
execute the Maintenance Agreement set forth in
SCHEDULE C, as of the date hereof. CCC shall sign
an irrevocable purchase order for such
Maintenance Agreement for eighteen (18) months
of maintenance for an aggregate purchase price of
$,_________. Payment shall be made upon Closing
(as de<ned in the Asset Purchase Agreement
among CCC, BBB and Test Systems, Inc.) (Closing)
by wire transfer to a bank account designated by
BBB.
2.3 DISTRIBUTION LICENSE. Subject to the terms
and conditions of this Agreement, BBB hereby
grants to CCC and its a'liates, under all of BBB’s
intellectual property rights in and to the VTB
4
Software, a worldwide, non- exclusive, non-
transferable (except as provided in Section 10.2
below) license to use the VTB Software for internal
purposes (provided a license for such use has been
purchased from BBB) and distribute units of VTB
Software purchased hereunder through its normal
distribution channels, in machine-readable,
compiled object code format only, and only when
bundled with CCC Products or sold to customers of
CCC who have purchased CCC Products. For each
CCC Product sold to a customer, CCC shall only
issue one (1) VTB Software license and the VTB
Software shall only be distributed to end users who
agree to be bound by the terms of the End User
License Agreement. Except as expressly provided
in Section 2.4 below, CCC shall have no right to
sublicense the rights granted hereunder by BBB,
provided that CCC and its a'liates may use
subdistributors in their distribution eorts ‘ CCC
agrees that it shall be responsible for the
compliance of its a'liates and subdistributors of
the relevant terms of this Agreement. CCC shall not
5
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