onecle

Business Contracts

Consumer Forms

Projects

printer-friendly

Sample Business Contracts

Software License Agreement - Ctrip Computer Technology (Shanghai) Co. Ltd.

Free Customizable Licensing Forms


                                                                     TRANSLATION

                           Software License Agreement

This Software License Agreement (hereinafter referred to as "This Agreement")
has been executed by and between the following parties on September 10, 2003 in
Beijing.

Licensor: Ctrip Computer Technology (Shanghai) Co., Ltd.

Licensee: An affiliated Chinese entity of Licensor
Address: Room ___, Building ___, _______ Street, Beijing

Whereas:

(1)      Licensor is a wholly foreign owned enterprise registered in Shanghai,
         the People's Republic of China (hereinafter referred to as "China"),
         and has the copyright to the software ("Software") shown in Attachment
         1;

(2)      Licensee is a company with exclusively domestic capital registered in
         China and may engage in the air-ticketing business as approved by China
         Aviation Northern China Management Bureau;

Wherefore, through mutual discussion, the parties have reached the following
agreements:

1.       The Grant of License

1.1      The Software

1.1.1    Licensor agrees to grant Licensee the right to use the Software in
         China upon the terms and conditions of this Agreement, and Licensee
         agrees to accept license upon the same terms and conditions.

1.1.2    Licensor has sole and exclusive rights to the Software, including its
         improvement, upgrades and derivative works, regardless of whether the
         aforementioned works have been created by Licensor or Licensee. The
         rights and obligations under this Section shall survive the termination
         of this Agreement.

1.2      Scope

1.2.1    The Software granted to Licensee by this Agreement shall only be used
         in by Licensee's designated systems in processing the Licensee's
         internal data. In the event that the designated systems are inoperable,
         such programs may be used by the backup systems. Licensee shall not
         sublicense the programs for use by others or use them in training third
         parties, commercial sharing and leasing, unless there are contrary
         provisions in this Agreement.

1.2.2    The right to use the Software granted by this Agreement to Licensee
         shall be valid in China only. Licensee agrees not to directly or
         indirectly use or authorize the use of said Software in any other
         region.

2.       Method of Payment

Licensee agrees to pay a royalty to Licensor. For the calculation method and
method of payment of the royalty, see Attachment 2 to this Agreement. At any
time, Licensor shall

<PAGE>

                                                                   EXHIBIT 10.12
                                                                     TRANSLATION


have the right to relieve Licensee of the obligation to pay the royalty based on
the actual use or make an adjustment to the amount set forth in Attachment 2.

3.       Licensor's Rights and Protection of Rights

3.1      Licensee agrees that during the term of this Agreement and thereafter,
         it shall not challenge the copyright and other rights Licensor retains
         with respect to the aforementioned Software, shall not challenge the
         validity of this Agreement, and shall not engage in any actions or
         omission deemed harmful by Licensor to its rights and the License.

3.2      Licensee agrees to provide necessary assistance to Licensor to protect
         the rights owned by Licensor with respect to the Software. As soon as
         any third party files an infringement claim against the Software,
         Licensor may, at its discretion, respond to the claim lawsuit in its
         own name, Licensee's name or the names of both parties. Upon the
         occurrence of any infringement by any third party with respect to the
         aforementioned Software, Licensee shall to the extent of its knowledge
         immediately inform Licensor in writing of the infringement with respect
         to the aforementioned Software; only Licensor shall have the right to
         decide whether to take action against such infringement.

3.3      Licensee agrees to use the aforementioned Software only in accordance
         with this Agreement, and shall not use the Software in any manner
         deemed fraudulent or misleading by Licensor or any other manner harmful
         to the Software or Licensor's reputation.

4.       Confidentiality Clauses

4.1      Licensee shall maintain the confidentiality of any materials and
         information (hereinafter referred to as "Confidential Information") of
         Licensor that Licensee learns or has access to due to its acceptance of
         the Software License; upon the termination of this Agreement, Licensee
         shall return any document, material or software that contains such
         Confidential Information to Licensor at Licensor's request, or shall
         destroy same on its own, shall delete any Confidential Information from
         the relevant memory devices and shall not continue to use such
         Confidential Information. Without the written consent of Licensor,
         Licensee shall not disclose, give or transfer such Confidential
         Information to any third party.

4.2      The parties agree that this section shall survive changes to,
         rescission or termination of this Agreement.

5.       Representations and Warranties

5.1      Licensor represents and warrants as follows:

5.1.1    Licensor is a wholly foreign owned enterprise legally registered and
         validly existing in accordance with Chinese laws.

5.1.2    Licensor shall execute and perform this Agreement within the scope of
         its corporate authority and business; has taken necessary corporate
         actions to give appropriate authorization and to obtain the approval
         and permission from third parties and government authorities, and shall
         not violate restrictions by laws and contracts binding or having an
         effect thereon.

5.1.3    This Agreement shall constitute Licensor's legitimate, valid and
         binding obligations as soon as it is legally executed, and shall be
         enforceable against it.

5.1.4    Licensor has the copyright to the Software.

5.2      Licensee represents and warrants as follows:

5.2.1    Licensee is a company legally registered and validly existing in
         accordance with Chinese laws and may engage in agency business in the
         sales of air transportation upon approval by China Aviation Northern
         China Management Bureau;

5.2.2    Licensee shall execute and perform this Agreement within the scope of
         its corporate authority and business; has taken necessary corporate
         actions to give appropriate authorization and to obtain the approval
         and permission from third parties and government authorities, and shall
         not violate restrictions by laws and contracts binding or having an
         effect thereon.


<PAGE>

                                                                   EXHIBIT 10.12
                                                                     TRANSLATION


5.2.3    This Agreement shall constitute Licensee's legitimate, valid and
         binding obligations as soon as it is legally executed, and shall be
         enforceable against it.

6.       Effectiveness and Term

6.1      This Agreement shall be executed as of the date first above written and
         shall take effect as of the even date therewith. Unless terminated
         early in accordance with this Agreement, this agreement shall be valid
         for a term of ten years, provided that after the execution of this
         Agreement, Licensor and Licensee shall review the contents of this
         Agreement every three months, to determine whether to make amendments
         or supplements to this Agreement based on the circumstances then.

6.2      This Agreement may be renewed for one year upon written confirmation by
         Licensor prior to the expiration of the term thereof, provided that
         Licensee shall have no right to decide whether this Agreement shall be
         renewed.

7.       Termination

7.1      Early Termination

         Without compromising the rights or remedies entitled to at law or for
         other reasons by the terminating party, upon the occurrence of any
         material breach by either party, including but not limited to
         violations of the obligations under Section 3.1, Section 3.2 and
         Section 3.3 of this Agreement and in the event that within 30 days
         after receipt of notice from the non-breaching party regarding the
         occurrence and existence of the breach, the breaching fails to cure its
         breach, this Agreement may be immediately terminated upon written
         notice to the other party. During the term of this Agreement, Licensor
         may terminate this Agreement at any time upon 30 days written notice to
         Licensee.

7.2      Provisions After Termination

         The rights and obligations of the parties under Section 11.2, Article
         3, Section 4.1 and Article 10 shall survive the termination of this
         Agreement.

8.       The Effect of the Termination Or Expiration of Agreement

Upon termination or expiration of this Agreement, all rights granted to Licensee
shall promptly revert to Licensor. Licensor may freely transfer the right to use
the copyright to

<PAGE>

                                                                   EXHIBIT 10.12
                                                                     TRANSLATION


said Software to others. Licensee shall not use the Software anymore or directly
or indirectly use the Software.

9.       Force Majeure

9.1      "Force majeure" shall refer to any event beyond the reasonable control
         of either party and that still cannot be avoided even if the party
         affected has exercised reasonable care, including but not limited
         government actions, acts of God, fire, explosions, storms, flood,
         earthquakes, tides, lightning or war. But a lack of credit, funds or
         financing shall not be deemed a circumstance beyond the reasonable
         control of either party. The party affected by a "force majeure event"
         shall notify the other party of such relief from liability as soon as
         possible.

9.2      In the event that the performance of this Agreement is delayed or
         impeded by the aforementioned "force majeure," the party affected by
         such force majeure shall not be liable in any way under this Agreement
         to the extent of such delay or impedance. The party affected shall take
         appropriate measures to mitigate or eliminate the impact of such "force
         majeure" and shall attempt to resume the performance of obligations
         delayed or impeded by such "force majeure." As soon as the force
         majeure event is eliminated, the parties agree to use their best
         efforts to resume the performance of this Agreement.

10.      Resolution of Disputes

In the event of any dispute with respect to the construction and performance of
the provisions of this Agreement, the parties shall hold consultations in good
faith to resolve same. Upon failure by the parties to reach an agreement on the
resolution of such a dispute within 30 days after any party submits a request to
resolve same through consultations, any party may submit the relevant dispute to
the China International Economics and Foreign Trade Arbitration Commission
Shanghai Chapter for resolution by arbitration, in accordance with its
arbitration rules effective then. The arbitration shall be performed in
Shanghai, and the language used during arbitration shall be Chinese. The
arbitration ruling shall be final and binding on both parties.

11.      Notices

Notices or other communications sent by either party as required by this
Agreement shall be written in Chinese, and a notice shall be deemed served when
it is delivered to the address of either party or the addresses of both parties
below by personal delivery, registered mail, mail with prepaid postage or
recognized express mail or facsimile.

To Licensor:      Ctrip Computer Technology (Shanghai) Co., Ltd.
                  Address: 3rd fl., Building 63, Hong Cao Road, Shanghai
                  Facsimile: (021) 542651600
                  Phone: (021) 34064880

Licensee:         An affiliated Chinese entity of Licensor
                  Address: Room ___, ______ Building, ________ Street, Beijing
                  Facsimile:
                  Phone:



<PAGE>

                                                                   EXHIBIT 10.12
                                                                     TRANSLATION


12.      Reassignment and Sublicense

Licensee shall not transfer, mortgage and sublicense this Agreement and the
rights and obligations of Licensee under this Agreement without the written
consent of Licensor.

13.      Applicable Laws

The effectiveness, construction and enforcement of this Agreement shall be
governed by Chinese laws.

14.      Amendments and Supplements

The parties shall make amendments and supplements to this Agreement in writing.
The amendment agreements and supplementary agreements that have been signed by
the parties and that relate to this Agreement shall be an integral part of this
Agreement and shall have the same legal validity as this Agreement.

15.      Severability

In the event that any provisions of this Agreement are invalid or unenforceable
due to inconsistency with law, then such provisions shall only be invalid or
unenforceable to the extent of the jurisdiction of such law, and shall not
affect the legal validity of the remaining provisions of this Agreement.

16.      Attachments

Any attachment to this Agreement shall be an integral part thereof, and shall
have the same legal validity as this Agreement.



<PAGE>


                                                                   EXHIBIT 10.12
                                                                     TRANSLATION


IN WITNESS WHEREOF, the parties have caused their authorized representatives to
execute this Agreement as of the date first above written.



Licensor: Ctrip Computer Technology (Shanghai) Co., Ltd.
Authorized representative:

Licensee:
Authorized representative:




<PAGE>


                                                                   EXHIBIT 10.12
                                                                     TRANSLATION


Attachment 1: Specific Contents of Software

Ctrip Online Reservation System
Ctrip Call-Center Reservation System
Ctrip Travel Website System



<PAGE>

                                                                   EXHIBIT 10.12
                                                                     TRANSLATION


Attachment 2: The Calculation and Payment of the Software Royalty

The rate of the Software royalty shall be RMB3,000 per year, and
Licensee shall pay the aforementioned Software royalty by the April 1 every
year. Licensor shall have the right to decide at its discretion whether to waive
Licensee's Software royalty.

Sponsored Links