EXHIBIT 10.12
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BEIJING NINETOWNS PORTS SOFTWARE AND TECHNOLOGY CO., LTD.
CONTRACT NO. NT-AG-SFW-_________
FORM OF SOFTWARE SALES AGREEMENT
PARTY A BEIJING NINETOWNS PORTS SOFTWARE AND TECHNOLOGY CO., LTD.
ADDRESS 0XX XXXXX, XXXXX XXXXX, 00 XXXXXXX XXXXXX, XXXXXXXX DISTRICT, BEIJING
100020, THE PEOPLE'S REPUBLIC OF CHINA
ZIP CODE 100020 TELEPHONE 000-00000000
PARTY B _______________________________________________________________________
ADDRESS _______________________________________________________________________
ZIP CODE ________________ TELEPHONE ____________________________________________
BEIJING NINETOWNS PORTS SOFTWARE AND TECHNOLOGY CO., LTD. IS A HIGH
TECHNOLOGY ENTERPRISE THAT SPECIALIZES IN PROVIDING E-COMMERCE PRODUCTS FOR THE
IMPORT/EXPORT INDUSTRIES. IT IS THE DESIGNATED PARTNER OF THE "THREE
DIGITIZATIONS PROJECT" OF THE STATE ADMINISTRATION FOR QUALITY SUPERVISION AND
INSPECTION AND QUARANTINE OF THE PRC ("PRC INSPECTIONS ADMINISTRATION"). THE
NINETOWNS E-DECLARATION SYSTEM SERIES SOFTWARE, WHICH WAS DEVELOPED BY IT, IS AN
ENTERPRISE SOFTWARE FOR ELECTRONIC DECLARATION THAT HAS BEEN GRANTED AN
EVALUATION CERTIFICATION AND ADMINISTRATIVE AUTHORIZATION BY THE PRC INSPECTIONS
ADMINISTRATION.
THE NINETOWNS E-DECLARATION SYSTEM VERSION 5.0 (ENGLISH NAME:
IDECLARE.CIQ, REFERRED TO BELOW AS IDECLARE.CIQ USES ADVANCED INTERNET
TECHNOLOGY TO PERFORM GOVERNMENT DECLARATION SERVICES. IT IS A B2G INTEGRATED
APPLICATION PRODUCT. IDECLARE.CIQ IS COMPOSED OF A CONTROL PANEL AND ANY NUMBER
OF SERVICE FUNCTIONS, AND THE CONTROL PANEL CONTROLS ALL SERVICE FUNCTIONS. IT
IS A PRODUCT SERIES THAT WAS DEVELOPED BY NINETOWNS COMPANY TO COPE WITH THE
NEEDS OF CHINA'S DEVELOPING IMPORT/EXPORT INDUSTRIES UNDER THE NEW
CIRCUMSTANCES.
IDECLARE.CIQ USES XXXXXXXXX.XXX TECHNOLOGY. IT NOT ONLY SUPPORTS PLUG AND
PLAY FOR NEW FUNCTIONS, BUT ALSO CAN AUTOMATICALLY UPGRADE EXISTING FUNCTIONS.
IT PERFORMS FUNCTIONS SUCH AS USER REGISTRATION MANAGEMENT AND ADVERTISEMENT
RELEASES, HAS POWERFUL AND STABLE DATA COMMUNICATION FUNCTIONS AND A GOOD SMART
HELP FUNCTION, AND IS VERY GOOD AT SOLVING E-DECLARATION PROBLEMS SUCH AS REMOTE
SUPPORT, SYSTEM UPGRADING AND REMOTE REGISTRATION. ITS LAUNCH HAS MEANT THE
BUILDING OF A COMPLETE FRAMEWORK FOR THE INTRODUCTION OF NEW ELECTRONIC DATA
TRANSFER STANDARDS AND THE COMPLETION OF EXTENSIVE TECHNICAL PREPARATIONS FOR
THE INITIATION OF OTHER GOVERNMENT ELECTRONIC SERVICE FIELDS.
I. PRODUCT PRICE AND PAYMENT METHOD
1. PRODUCT PRICE
PRODUCT NAME QUANTITY UNIT PRICE TOTAL
IDECLARE.CIQ 1 [RMB]4,500.00 EACH [RMB]4,500.00
ADDITIONAL INSTALLED COMPUTERS [RMB] EACH [RMB]
TOTAL PRICE
2. PAYMENT METHOD
WITHIN _______ DAYS OF THE SIGNING DATE OF THE AGREEMENT, A LUMP-SUM
PAYMENT IN FULL OF THE PRICE OF THE SOFTWARE IN THE TOTAL AMOUNT OF (IN
WORDS)
______________________________________________________________________;
II. THE OBLIGATIONS OF BOTH PARTIES
(THE OBLIGATIONS OF PARTY A)
1. TO PROVIDE THE IDECLARE.CIQ FRAMEWORK SOFTWARE SYSTEM (INCLUDING THE
APPLICATION PROGRAM MANAGER AND THE PURCHASED CORRESPONDING SERVICE
FUNCTIONS) THAT HAS E-DECLARATION FUNCTION;
2. TO PROVIDE UPGRADES, INFORMATION RELEASES, NOTIFICATIONS, AND
ANNOUNCEMENTS FOR PURCHASED E-DECLARATION FUNCTIONS;
3. TO PROVIDE SYSTEM CODE UPGRADES AND SERVICE CODE UPGRADES;
4. TO PROVIDE OPERATION TRAINING MATERIALS IN ELECTRONIC FORM OR IN WRITING
FOR THE IDECLARE.CIQ FRAMEWORK SOFTWARE SYSTEM (INCLUDING THE APPLICATION
PROGRAM MANAGER AND THE PURCHASED CORRESPONDING SERVICE FUNCTIONS) THAT
HAS AN E-DECLARATION FUNCTION;
5. TO BE RESPONSIBLE FOR A SINGLE INSTALLATION DEBUGGING OF THE IDECLARE.CIQ
FRAMEWORK SOFTWARE SYSTEM (INCLUDING THE APPLICATION PROGRAM MANAGER AND
THE PURCHASED CORRESPONDING SERVICE FUNCTIONS);
6. TO PROVIDE ON-SITE TRAINING TO PARTY B'S OPERATING STAFF AT THE TIME OF
THE INSTALLATION AND DEBUGGING OF THE PRODUCT;
7. TO CONDUCT UNSCHEDULED FOLLOW-UP CALL SURVEYS FOR ONE YEAR;
8. PARTY A'S BRANCHES WILL PROVIDE UNLIMITED TELEPHONE SUPPORT AND TELEPHONE
TRAINING SERVICE DURING WORKING HOURS FOR ONE YEAR;
9. TO ACCEPT ALL FORMS OF COMPLAINTS BY PARTY B, INCLUDING EMAIL MESSAGES,
DIRECT COMPLAINT CALLS AND WRITTEN OPINIONS ON ALL FEEDBACK FORMS, AND TO
REPORT ON THE RESULTS OF RESOLUTION.
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EXHIBIT 10.12
[LOGO]
BEIJING NINETOWNS PORTS SOFTWARE AND TECHNOLOGY CO., LTD
CONTRACT NO. NT-AG-SFW-________
(THE OBLIGATIONS OF PARTY B)
10. PARTY B SHOULD PAY THE SOFTWARE PRICE IN FULL TO PARTY A AT THE TIME
AGREED IN THE AGREEMENT;
11. PARTY B SHOULD USE THE SOFTWARE AND FUNCTIONS CORRECTLY IN ACCORDANCE WITH
THE USER INSTRUCTIONS;
12. PARTY B SHOULD PROVIDE THE SYSTEM AND OPERATING ENVIRONMENT REQUIRED FOR
THE IDECLARE.CIQ SOFTWARE; AND
13. PARTY B DOES NOT HOLD THE IDECLARE.CIQ COPYRIGHT, AND IT MAY NOT ASSIGN OR
RESELL IT TO ANOTHER PARTY OR CONDUCT ANY OTHER DEVELOPMENT WORK BASED ON
IT.
III. EXEMPTION CLAUSES
IN THE EVENT OF ANY OF THE FOLLOWING, PARTY A IS NOT REQUIRED TO ASSUME
ANY RESPONSIBILITY.
1. THERE IS A LOSS CAUSED TO PARTY B IN THE USING PROCESS BY AN EXCHANGE
PLATFORM BREAKDOWN, A GLOBAL NETWORK PROBLEM, OR A GOVERNMENT NETWORK
FAILURE;
2. THERE IS AN OBSTACLE TO USE CAUSED BY PARTY B'S FAILURE TO PURCHASE THE
IDECLARE.CIQ FRAMEWORK SOFTWARE SYSTEM (INCLUDING THE APPLICATION PROGRAM
MANAGER AND THE PURCHASED CORRESPONDING SERVICE FUNCTIONS);
3. THERE IS A BREAKDOWN CAUSED BY PARTY B'S FAILURE TO INSTALL AND USE THE
IDECLARE.CIQ FRAMEWORK SOFTWARE SYSTEM (INCLUDING THE APPLICATION PROGRAM
MANAGER AND THE PURCHASED CORRESPONDING SERVICE FUNCTIONS) IN ACCORDANCE
WITH THE USER INSTRUCTIONS;
4. THE SOFTWARE CANNOT BE APPLIED DUE TO A PROBLEM WITH PARTY B'S COMPUTER
HARDWARE OR TO THE DYSFUNCTION OF ITS OPERATING SYSTEM OR ITS OPERATING
SYSTEM BEING INFECTED WITH A VIRUS;
5. THERE ARE OTHER PRODUCT FAILURES OF THE IDECLARE.CIQ FRAMEWORK SOFTWARE
SYSTEM (INCLUDING THE APPLICATION PROGRAM MANAGER AND THE PURCHASED
CORRESPONDING SERVICE FUNCTIONS) DUE TO FORCE MAJEURE CAUSES SUCH AS
NATURAL DISASTERS;
6. THERE IS AN OBSTACLE TO USE CAUSED BY THE FAILURE OF THE IDECLARE.CIQ
FRAMEWORK SOFTWARE SYSTEM (INCLUDING THE APPLICATION PROGRAM MANAGER AND
THE PURCHASED CORRESPONDING SERVICE FUNCTIONS) TO PERFORM THE FUNCTIONS
WITHIN THE SCOPE OF THE INSTRUCTIONS;
7. THERE ARE OTHER OBSTACLES TO USE NOT CAUSED BY FUNCTIONAL PROBLEMS OF THE
IDECLARE.CIQ FRAMEWORK SOFTWARE SYSTEM (INCLUDING THE APPLICATION PROGRAM
MANAGER AND THE PURCHASED CORRESPONDING SERVICE FUNCTIONS);
8. IT IS IMPOSSIBLE FOR THE SOFTWARE OR FUNCTION TO MEET THE SPECIAL NEEDS OF
PARTY B DUE TO RELEVANT REQUIREMENTS BY THE STATE REGULATORY AUTHORITIES
CONCERNED;
9. DUE TO THE FEATURES OF THE COMPUTER SYSTEM, PARTY B SHOULD PROMPTLY BACK
UP IMPORTANT DATA. IF PARTY B SUSTAINS A LOSS OF DATA BECAUSE OF ITS
FAILURE TO BACK UP THE DATA, PARTY A CANNOT PROMISE TO RETRIEVE THE DATA;
10. THERE ARE DATA TRANSMISSION COSTS DUE TO THE USE OF THE COMMUNICATIONS
PLATFORM OR GOVERNMENT COLLECTION.
IV. LIABILITY FOR BREACH OF AGREEMENT
1. THE FAILURE TO PERFORM THE CONTRACTUAL PROVISIONS DUE TO PARTY A'S FAULT
WILL BE REGARDED AS A BREACH OF AGREEMENT BY PARTY A. PARTY A WILL ASSUME
THE LIABILITY FOR THE BREACH OF AGREEMENT, BUT THE COMPENSATION MAY NOT
EXCEED THE PRICE THAT PARTY B PAID FOR THE PURCHASE OF THIS SOFTWARE
PRODUCT;
2. THE INABILITY TO INSTALL DUE TO FAILURE BY PARTY B TO PROVIDE THE
DEBUGGING ENVIRONMENT AS REQUIRED WILL BE REGARDED AS A BREACH OF
AGREEMENT BY PARTY B, AND PARTY B WILL ASSUME THE LIABILITY FOR BREACH OF
AGREEMENT.
V. OTHER
1. THIS AGREEMENT TAKES EFFECT ON THE DATE OF SIGNING BY BOTH PARTIES;
2. THIS AGREEMENT CONSISTS OF TWO IDENTICAL COPIES, AND EACH PARTY KEEPS ONE
COPY;
3. ANY DISPUTES ARISING FROM THIS AGREEMENT ARE SUBJECT TO THE LAWS OF THE
PEOPLE'S REPUBLIC OF CHINA AND TO ARBITRATION BY THE PEOPLE'S COURT AT THE
LOCATION OF PARTY A;
4. BOTH PARTIES AGREE THAT THEY WILL RESOLVE ANY MATTERS NOT COVERED BY THIS
AGREEMENT THROUGH CONSULTATION IN ACCORDANCE WITH THE PRINCIPLE OF
GOODWILL, AND THAT THEY WILL EXPRESS THEM IN THE FORM OF CONTRACT ANNEXES.
PARTY A: BEIJING NINETOWNS PORTS SOFTWARE AND PARTY B:
AND TECHNOLOGY CO., LTD.
(Signature) (Signature)
----------------------------------------------- ------------------------------
REPRESENTATIVE OF PARTY A(SIGNATURE): REPRESENTATIVE OF PARTY B
_______________________________________________ (SIGNATURE):
______________________________
____ YEAR ___ MONTH ___ DAY ____ YEAR ___ MONTH _____ DAY
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