Software License Agreement

This Agreement is made and entered into by and between Nuctech Company Limited (hereinafter referred to as “Licensor”) and Company (hereinafter referred to as “Licensee”).

Whereas Licensor is the owner of the Software;

Whereas Company desires to obtain from Nuctech a non-exclusive and non-transferable license to use the Software in accordance with the terms and conditions set forth in this Agreement.

Now, therefore, both Parties hereof agree as follows:

1.Definition:

In construing this Agreement, the following words and expressions shall have the meanings hereby assigned to them, unless their use in the context is inconsistent with such meanings:

A. “Licensor” means Nuctech Company Limited (Nuctech);

B. “Licensee” means Company;

C. “Software” means , developed and provided by Licensor, for System;

D. “System” means System;

E. “Agreement” means these terms and conditions of the Agreement and the Appendix (if any) attached hereto and incorporated herein.

注：

对于定义C项“Software”根据实际情况填写软件的具体名称和内容。

对于定义D项“System”根据实际情况填写软件拟应用的系统。

2. Grant of License

Licensor hereby grants to Licensee, a non-transferable, non-exclusive license to use the software, on the terms and conditions set forth herein. No other license, expressed or implied, is granted except as specifically provided herein.

3. Restriction on Use

Licensee may use the Software only on the System as specified in this Agreement; Licensee shall use the Software only in connection with its internal operations, and shall not offer or supply the use of the Software to others under any circumstance.

No other software can be installed, operated, or configured on the System unless Licensee receives prior written approval by Licensor. This includes operating or application software that may be available from Licensor that is not covered by this License Agreement.

4. Restriction on Copying

Licensee shall make no copies of the Software, or any part thereof, and the permitted Software shall be stored in a secure manner and be clearly marked with the Licensor’s copyright.

5. Restriction on Transfer

Licensee shall not sell, assign, sublicense, transfer, or otherwise make available the Software, except as may be permitted by this Agreement and only with written prior consent by Licensor.

6. Reserved Rights

The Intellectual Property to the Software including the technical data and documentation or any subsequent development and modification thereof shall be and remain in Licensor, and no title to or ownership of or technology transfer of the Software or any portion thereof is conveyed or transferred to the Licensee hereby. Licensee acknowledges the Software constitutes confidential and proprietary information and trade secrets of Licensor, whether or not the Software, or any portion of it, is or may be copyrighted or copyrightable，and that disclosure of the Software to Licensee is on the basis of the confidential relationship between Licensee and Licensor under this Agreement.

7. Restriction on Disclosure

Except as expressly permitted herein, Licensee shall not disclose or otherwise make available the Software, or any portion thereof, to any third party or to any employee of Licensee who is not of necessity authorized by Licensee to use the Software in Licensee's business. Licensee shall take all reasonable steps necessary to insure the Software, or any portion thereof, is not disclosed or otherwise made available by Licensee (or employees of Licensee) to any third party.

8. Warranty

Licensor warrants it has the right to grant the license herein granted, and for a period of one year from the date of acceptance of the Software, the Software will perform substantially in the manner set forth in the specifications. Licensor's sole obligation under this warranty shall be to correct or replace any Software found to be defective from normal usage. This warranty is expressly in lieu of all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Licensor does not warrant that the Software and/or its associated documentation, if any, will meet licensee's requirements, be error free, or