Technical service subcontract
This technical service subcontract (hereinafter referred to as the "contract") was signed on _ _ _ _ _ (hereinafter referred to as the "effective date").
Signed by:
Shanghai xxxx co., ltd. (hereinafter referred to as "xxxx")
Contact address: x
Telephone:
Fax:
Shanghai xxx Co., Ltd. (hereinafter referred to as "xxxx")
Contact address:
Telephone:
Fax:
In order to complete this project, xxx and subcontractor * * * jointly complete it, and both parties agree that * * * shall jointly complete it according to the requirements of the following clauses and annexes.
1. obligations of subcontractors
1. 1. The subcontractor shall provide the "professional services" and "delivery" described in the "Statement of Work" according to the terms and conditions of this contract.
Things. "
1.2. "Work" shall be completed within the time limit specified in the annex. Unless otherwise agreed in writing, time is the key to subcontract this contract.
The supplier shall deliver the "work" within the time limit or stage specified by the xxxx project manager and make it meet the inspection requirements notified by xxxx. If the work in a certain stage is delayed for any reason, the subcontractor shall try his best to make up for the delayed time.
1.3. Unless otherwise agreed, the "Professional Services" shall be provided during the normal working hours of xxxx, and the subcontractors shall provide them every weekend.
Submit the time record of completing the work to xxxx for approval.
1.4. For security or other reasons, xxxx has the right to refuse anyone to enter its workplace without providing any reason.
1.5. Subcontractors, including their employees, employees or agents, shall abide by their rules and regulations at xxxx or the customer's premises.
And requirements including safety measures.
1.6. Except for places that must be entered in order to complete the "work", without the prior permission of xxxx, subcontractors, including their employees,
Employees or agents are not allowed to enter any premises of xxxx or customers.
1.7. If xxxx considers that the subcontractor (or its employees, workers or agents) has acted improperly or is unable to perform its duties,
Upon receipt of the notice, the subcontractor (or its employees, employees or agents) shall immediately leave xxxx or the customer's premises, and this contract will be automatically terminated. In this case, if xxxx deems it necessary, xxxx may employ other personnel to complete the "work", and the extra expenses arising therefrom shall be compensated by the subcontractor.
1.8. Xxxx is final and decisive for this article 1.
2.xxxx debt
2. 1.xxxx will provide information, data, documents, machine service time,
Facilities, workplaces and office conditions.
2.2.xxxx will provide professional and timely contact for subcontractors, and will regularly check the work progress at the appointed time to solve problems.
Related issues.
2.3.xxxx may lend goods to subcontractors for providing services, but both parties shall sign an equipment lending agreement for this purpose.
Same. Unless otherwise stipulated in the loan contract, the loaned items shall be returned at the completion of the project or in advance at the request of xxxx.
3. Price and payment method
3. 1. The price annex of the project shall be specified in detail. Without prior written consent, the subcontractor has no right to represent xxxx in any way.
Expenses.
3.2. The subcontractor shall issue the invoice according to the payment date specified in the annex, and xxxx will pay after the invoice is issued. According to this contract
The payment made by xxxx includes all applicable taxes.
3.3. This payment will be paid by installments.
Total amount of the project:
Payment batch:
Amount:
Payment terms:
Payment time:
3.4. Appointment
From the date of sale, the subcontractor will enjoy a bonus commission of% of the sales of each set of products.
4. Acceptance and maintenance
The project shall be delivered for acceptance according to the date specified in the annex, at which time xxxx will conduct acceptance tests to confirm whether the project meets the standards detailed in the project list. If the work fails to pass the acceptance, xxxx will make the following choices:
4. 1. Refuse to accept the "job".
4.2. Accept the "works" with reduced prices.
4.3. Require subcontractors to correct defects before submitting them to xxxx for acceptance. At this point, the subcontractor will make necessary corrections at his own expense and conduct double inspection.
Party A agrees to deliver the goods again for acceptance within the time limit.
The subcontractor has the obligation to maintain the "work" undertaken, and the maintenance time shall be implemented as agreed by both parties.
4.4. Free maintenance time:
4.5. Charged maintenance time:
5.xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxx
5. 1 The intellectual property rights such as patent application right, computer software works, technical secrets and technical data of the technical achievements of this contract project belong to xxxx. At the same time, the subcontractor agrees to give up the signing right of the above-mentioned intellectual property rights, and agrees that xxxx can modify them in any form.
5.2 Before delivery to xxxx, the subcontractor shall not disclose or transfer the research and development achievements and non-patented technology to a third party.
5.3 During and after the performance of this contract, the subcontractor shall not sign or accept an entrusted development contract with any third party for the research and development project of this contract. Subcontractors who repeatedly sign contracts for R&D projects shall bear all economic and legal responsibilities for future invalid contracts and infringement of xxxx intellectual property rights.
6. Third party intellectual property rights
6. 1 The subcontractor promises not to infringe the intellectual property rights of the third party in the entrusted development of this contract project, and does not involve or illegally use the intellectual property rights of the third party in the delivery of this contract.
6.2 The subcontractor shall actively assist xxxx in defending any third-party intellectual property infringement lawsuit caused by xxxx's use of the project results. In case of infringement caused by the results of this project, the subcontractor shall bear all the compensation responsibilities, including all expenses incurred by xxxx due to litigation.
keep a secret
7. 1 The subcontractor shall keep confidential the technical information and technical secrets mentioned in this contract. Without the written consent of xxxx, the subcontractor shall not disclose the technical secrets and information involved in this project to persons unrelated to this project or third parties, nor shall it release news, make public statements, deny or acknowledge any part of the contract.
7.2 The subcontractor knows that violation of this clause will cause irreparable losses to xxxx, so he agrees to bear the resulting economic and legal responsibilities.
7.3 The subcontractor acknowledges that the technical data and technical secrets in this contract are proprietary to xxxx, and disclosure to the subcontractor does not mean any transfer of ownership and patent rights.
7.4 After the research and development of this contract project is completed and passed the acceptance, the subcontractor shall provide xxxx with the research results of this contract project, including technical data such as technical specifications, test documents and quality standards, as well as computer software, documents and source codes. The subcontractor shall return all technical data or documents provided by xxxx and promise not to keep any copies.
7.5 Under the following circumstances, the subcontractor has no obligation to keep any information confidential, that is, the subcontractor knows in advance that there is no need to keep it confidential; The information is known to the public and is not provided by the subcontractor without authorization; When the information is independently developed by the subcontractor; Or when the subcontractor legally accepts information from a third party without confidentiality restrictions.
7.6 The obligations and rights stipulated in this article shall remain valid for many years after the expiration or termination of this contract.
8. Duration and termination
8. 1 Unless terminated in advance according to the following provisions, this contract shall take effect from the Effective Date and terminate when the Work is accepted by xxxx.
8.2 Either party may terminate this contract in writing under the following circumstances:
8.2. 1 The other party violates any of its obligations under this contract, and the breaching party fails to remedy it within ten days after receiving the written notice; or
8.2.2 The other party terminates its business, is merged in whole or in part or is unable to repay its debts and goes bankrupt; or
8.2.3 Force majeure events refer to unforeseeable events, such as earthquake, typhoon, flood, fire and war. Occurs after this contract comes into effect, which directly affects the performance of this contract or fails to perform according to the agreed conditions.
8.2.3. 1 In case of force majeure, one party shall immediately notify the other party and provide the other party with the details of the force majeure and relevant supporting documents within fifteen days. In case of force majeure, both parties shall negotiate to find a reasonable solution and make every effort to mitigate the consequences of force majeure. If the force majeure event lasts for 30 days, both parties shall settle the issue of whether to continue to perform or terminate this contract through friendly negotiation.
8.3 For convenience, xxxx may terminate this contract by giving a written notice to the subcontractor at least 30 days in advance.
8.4 If the main contract signed between xxxx and the customer is terminated, xxxx may immediately notify the subcontractor in writing to terminate this contract. Unless the customer terminates the main contract due to the subcontractor's actions or omissions, this situation will constitute a breach of contract.
8.5 If this contract is terminated, the subcontractor shall immediately hand over the "work" completed before the termination date to xxxx.
8.6 In addition to the provisions in Article 8.2.3 above, if xxxx terminates this contract, xxxx has the right to hire a third party to complete the work, and the subcontractor shall bear any additional expenses arising therefrom. The subcontractor shall provide all technical support, including necessary technical knowledge, to enable xxxx to complete the project.
9. Default and compensation
9. If1xxxx fails to pay the remuneration for the first-stage research and development as stipulated in this contract, the subcontractor has the right to terminate the contract.
9.2 If XXXX fails to pay the remuneration for the second or third stage development and research, it shall pay% of the remuneration payable as liquidated damages for each day overdue, and the total amount of liquidated damages shall not exceed 50% of the payable amount. If the payment is not made within two months, which leads to the stagnation, delay or failure of R&D work, the subcontractor shall not be responsible for it.
9.3 If the subcontractor fails to implement the R&D work as planned, xxxx has the right to require the subcontractor to implement the R&D plan and take remedial measures. If the subcontractor fails to carry out the R&D work as planned or within one month, xxxx has the right to terminate this contract, and the subcontractor shall return all R&D remuneration provided by xxxx within two weeks, return or destroy the relevant technical data and documents provided by xxxx, and bear the penalty of 20% of the total remuneration of this contract.
9.4 The subcontractor shall complete the development project according to the research and development process specified in this contract. If the subcontractor fails to complete the development project within the time limit, xxxx will give the subcontractor a grace period of one month and will not hold the subcontractor liable for breach of contract. However, after the expiration of the grace period, if the subcontractor still fails to complete the development project, its liability for breach of contract shall be traced back to the first default date stipulated in this contract. For each day of delay, it shall pay% of the total remuneration for development and research of this contract to xxxx, and the total amount of liquidated damages shall not exceed 50% of the total remuneration for development and research of this contract.
9.5 In addition to the conditions specified in Article 8.2.3 of this contract, if the subcontractor fails to complete the development project entrusted by xxxx or the development results do not meet the requirements specified in this contract, the subcontractor shall bear the penalty of 20% of the total remuneration of this contract and return the research and development expenses.
9.6 The subcontractor uses the R&D funds paid by xxxx for purposes other than the performance of the contract, and xxxx has the right to stop it and require it to be corrected. If the R&D project under this contract is stagnant, delayed or fails, the subcontractor shall bear the losses caused to xxxx.
10. Dispute settlement and general conditions
10. 1 In case of any dispute over the interpretation or performance of the contract, it shall be settled first through friendly negotiation and within 30 days.
10.2 if negotiation fails, either party to the contract may submit the dispute to the local arbitration commission for arbitration according to its arbitration rules. The arbitration decision is binding on both parties.