China Software Development Contract by Megadox

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Are you a software developer with clients in China? Prepare English language agreements for your clients with this template China Software Development Contract.
- The developer will provide a requirements analysis report, a system proposal, compilation codes, software tests and related technical support for the development project, as well as training for the client's personnel.
- The client will conduct regular phased acceptance inspections, and will inform the developer of any problems or required revisions. If the scope of the revisions is large, the developer can claim for increased expenses.
- The parties will both participate in the final systems tests. Test results will be recorded in detail, and each test result will be certified by both parties.
- The developer will draw up a service and maintenance program for the system, for maintenance service to be provided on an ongoing basis.
- This is an English language legal form. A Chinese translation of the document may be required to make it enforceable under PRC laws.
This Software Development Contract for China is in MS Word format and is fully editable.

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									   SOFTWARE DEVELOPMENT CONTRACT

CONTRACT NO.:

PROJECT NAME:

PARTY A:

PARTY B:

SIGNING LOCATION:

SIGNING DATE:
                                                                          -2-


                                                          TABLE OF CONTENTS

SECTION 1 - DEFINITIONS .................................................................................................................................3
SECTION 2 - PROJECT CONTENTS AND REQUIREMENTS ........................................................................4
SECTION 3 - CONTENTS OF PROJECT .............................................................................................................4
SECTION 4 - SYSTEM DESIGN PROPOSAL .....................................................................................................4
SECTION 5 - TRAINING .......................................................................................................................................5
SECTION 6 - DOCUMENTATION ......................................................................................................................5
SECTION 7 - SYSTEM ACCEPTANCE INSPECTION ......................................................................................5
  7.1    Acceptance Inspection Criteria .........................................................................................................5
  7.2    Final Test of System ............................................................................................................................5
  7.3    System Official Operations Warranty Period .................................................................................6
SECTION 8 - CONTRACT AMOUNT AND PAYMENT METHOD ..............................................................6
SECTION 9 - QUALITY CONTROL ....................................................................................................................6
SECTION 10 - SERVICE AND MAINTENANCE ..............................................................................................7
SECTION 11 - CONSTRUCTION PERIOD AND CONSTRUCTION PROJECT PROGRESS .....................7
SECTION 12 - FORCE MAJEURE ........................................................................................................................7
SECTION 13 - BREACH OF CONTRACT ...........................................................................................................8
SECTION 14 - CONFIDENTIALITY ....................................................................................................................8
SECTION 15 - PATENTS AND INTELLECTUAL PROPERTY RIGHTS .......................................................9
SECTION 16 - SOFTWARE COPYRIGHT AND LICENSES ............................................................................9
SECTION 17 - DISPUTE RESOLUTION METHOD ..........................................................................................9
SECTION 18 - CONTRACT MODIFICATION ...................................................................................................9
SECTION 19 - CONTRACT VALIDITY, CANCELLATION AND TERMINATION ................................. 10
SECTION 20 - MISCELLANEOUS ..................................................................................................................... 10
SECTION 21 - SIGNING ...................................................................................................................................... 10
                                                    -3-


                     SOFTWARE DEVELOPMENT CONTRACT
[NAME OF PARTY A] (hereinafter referred to as “Party A”) hereby authorizes [NAME OF PARTY B]
(hereinafter referred to as “Party B”) to undertake the technology development and project
implementation for the [description of project] (the “Project”). Based on Party A’s requirements, Party B
will write a requirements analysis report, a system proposal, compilation codes, and software tests and
provide related technical support, and it will provide Party A with the related services that are agreed
upon in this Contract. In accordance with the “Contract Law of the People’s Republic of China” and
applicable regulations, and in order to specify the rights, obligations, and economic responsibilities of
both parties, both parties have agreed through consultation to sign this Contract. Terms of this Contract
are specified below:

SECTION 1 - DEFINITIONS

The terms listed below will have the following meanings wherever used in this Contract:

1.1.    “Application software” means application programs that are to be developed by Party B to meet
Party A’s requirements and that will ultimately be handed over to Party A.

1.2.    “Both contracting parties” means Party A and Party B.

1.3.    “Construction site” means the specific installation and debugging location for the System, as
designated by Party A.

1.4.    “Final test” means the last test before the System goes into regular operation. The test contents
include the operating stability of all of the System’s hardware and third party software and the stability
of the application software and specially developed software. They also include completeness of
documentation and the suitability of training progress. After the System passes the final test, it goes into
regular operation.

1.5.    “One contracting party” means either Party A or Party B.

1.6.    “Party A” means [Name of Party A], the client requesting the technical development of the
System.

1.7.    “Party B” means [Name of Party B], which will develop the System.

1.8.    “Project” means _________________________ [name of project].

1.9.    “Software upgrades” means program modifications and corrections that are performed by Party
B, including code changes and alterations of end user documentation that do not materially change
program indices or constitute version upgrades.

1.10.    “System” means the set of applications consisting of the design proposal, design software, and
related hardware and software equipment to be provided in accordance with the requirements contents
that are set forth in the “Requirements Analysis Report”.

1.11.    “Technical documentation” means all technical parameters, drawings, designs, manuals, and
other proprietary information that are specified in this Contract and to related documents on the
calculation, operation, maintenance, and testing of the System.

1.12.  “Technical services” means services that are provided in accordance with the provisions of this
Contract, such as system design, installation supervision, installation, testing, debugging, inspection,
system operation, maintenance, support and others.
                                                     -4-


1.13.    “This Contract” or “the Contract” means this Contract and all of its inseparable attachments that
are part of this Contract.

1.14.    “Third party software” means software outsourced from third party such as operating systems
and databases that are attached to the hardware equipment or that are essential to the proper operation of
the System.

1.15.   “Training” means the principles and the actual operation of the System installation, debugging,
operation and maintenance that are taught to Party A by Party B, as well as to other related knowledge.

1.16.   “Version upgrades” means major improvements to the application programs which are certified
by Party B to be new versions, and which expand, alter, and enhance programs by increasing functions
and performance while retaining the design purposes of the original programs.

SECTION 2 - PROJECT CONTENTS AND REQUIREMENTS

2.1.    The objective of this Project is to _____________________ [describe the objectives of the Project]. For
the detailed requirements and demands, see the “Requirements Analysis Report.”

2.2.    Based on Party A’s requirements, Party B will perform certain work such as writing the
Requirements Analysis Report, designing the System proposal, compiling codes, testing software, and
providing technical support.

2.3.    The requirements and indices for this Project are as follows:

        [list requirements / indices]

For the detailed requirements for this Project, see the “Requirements Analysis Report.”

SECTION 3 - CONTENTS OF PROJECT

The contents of the Project to be delivered under this Contract include but are not limited to the ones
listed below:

(a)     System Design Proposal;
(b)     Application software program design and development;
(c)     Support software optimal deployment and application software deployment;
(d)     Testing and acceptance inspection;
(e)     Training of Party A’s staff;
(f)     Provision of technical documentation;
(g)     Ongoing service and maintenance.

SECTION 4 - SYSTEM DESIGN PROPOSAL

4.1     Party B will draw up a design proposal (the “System Design Proposal”) that meets the Project
development requirements based on Party A’s needs. Upon Party A’s written approval and acceptance,
the System Design Proposal will become as the basis for the development of the Project.

4.2     After approval of the System Design Proposal by Party A, Party B is not entitled to revise the
System Design Proposal without Party A’s written consent. The revised Proposal will become effective
only after being approved and accepted in writing by Party A.
                                                    -5-


4.3     If Party A wishes to revise the System Design Proposal, Party A must notify Party B in writing,
and Party B will thereafter draw up a new design proposal as soon as possible based on Party A’s
revisions, and submit it for Party A’s approval. If Party B devotes more than eight (8) hours of work time
to revising the proposal due to the scope of the revisions, both parties will determine through
consultation the additional costs that Party A is required to pay.

SECTION 5 - TRAINING

5.1     Party B shall draw up a training program based on the Project requirements. Upon Party A’s
approval, such training program will become the basis for the training to be provided by Party B to Party
A’s personnel.

5.2     The time schedule for the training program will be jointly agreed upon by both parties.

SECTION 6 - DOCUMENTATION

6.1     Party B shall document the entire System development process until the development work has
been accomplished and all acceptance testing and inspections have been completed, and shall provide a
copy of all documentation to Party A.

6.2    Party B shall promptly provide Party A with updated corresponding documentation for all
System modifications, updates and upgrades.

SECTION 7 - SYSTEM ACCEPTANCE INSPECTION

7.1     Acceptance Inspection Criteria

7.1.1   Party B shall be responsible for drawing up the technical specifications, criteria, and progress
        plans for the final test of the System, and for writing an Acceptance Inspection Proposal. After the
        said Proposal is approved and accepted by Party A, it will act as the basis for the final testing and
        for the phased acceptance inspections of the System. In order to ensure that the Project is
        completed in accordance with the predetermined schedule and technical specifications, Party A is
        entitled to conduct regular phased acceptance inspections of the Project, and the acceptance
        inspection criteria will be in the “Requirements Analysis Report” to be jointly signed by both
        parties. During the inspection process, if Party A discovers inappropriate issues in the original
        requirements, after obtaining the consent of Party B, it may suitably revise the requirements; if
        the scope of revision of the requirements is too large and increases Party B’s development
        difficulties, Party B is entitled to claim for increased expenses.

7.1.2   Party B consents to the organization by Party A of the relevant team of experts to conduct the
        final test of the System, and it shall send a representative to cooperate with Party A in the
        completion of the Project Acceptance Inspection work.

7.1.3   Party A agrees to sign the initial test and final test reports with Party B after the final testing is
        completed.

7.2     Final Test of System

7.2.1   If, after the installation and debugging of the application software is completed and the System
        enters the test operation stage, the System operates normally for ____ consecutive days, the
        application software programs are stable, the documentation is complete, and appropriate
        progress has been made in training, then the System meets the final test terms. After the end of its
                                                     -6-


        test operation stage, the System can undergo its final test, and Party B will present a written final
        test request.

7.2.2   Party A agrees to organize the final test of the System within ____ days after receipt of Party B’s
        final test request.

7.2.3   Before the final test, Party B must provide all of the Project documentation and the installation
        test report, together with the final test documentation. The final test may proceed after Party A’s
        consent is obtained.

7.2.4   The final test of the System should be carried out with the participation of Party A’s technicians
        and in accordance with the provisions of the System Acceptance Inspection Proposal, and Party
        B’s technicians will conduct the specific test work. The test results shall be recorded in detail, and
        the participating staff of both parties shall sign and certify each item. The entire test results must
        be signed by the representatives of both parties.

7.2.5   After the System passes the final test, the System Final Test Report shall be signed by the
        representatives of both parties within ____ days after the completion of the final test.

7.3     System Official Operations Warranty Period

7.3.1   Starting on the day that the final test is passed, the official operations warranty period for the
        System commences and will run for a period of one (1) year from such date.

7.3.2   During the official operations warranty period, Party B’s technicians shall provide full onsite
        technical support upon request from Party A.

SECTION 8 - CONTRACT AMOUNT AND PAYMENT METHOD

Party A shall pay Party B the total contract price (“Contract Price”) of RMB ______________ (RMB in
words: ____________________), to be paid as follows:

        RMB _________ (____% of the Contract Price
								
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