RockDesk Enterprise Software License Agreement

Contract No.:

Date:

Article 1 — Parties

Licensor (Party A):
Company:
Registration No.:
Address:
Contact:   Phone:   Email:

Licensee (Party B):
Company:
Registration No.:
Address:
Contact:   Phone:   Email:

Article 2 — Scope of License

  1. Party A grants Party B a non-exclusive, non-transferable license to use RockDesk Enterprise software.
  2. Licensed Devices: units
  3. License Term: to
  4. Deployment:
  5. Server costs for on-premise deployment shall be borne by Party B. Party B may purchase servers independently or entrust Party A to procure them on Party B's behalf.

Article 3 — Delivery & Acceptance

  1. Party A shall deliver the software package and license credentials within business days of receiving full payment.
  2. Party B shall complete installation and confirm acceptance in writing within business days of delivery. Failure to raise written objections within this period shall constitute acceptance.

Article 4 — Fees & Payment

  1. Total License Fee: USD $ (In words: )
  2. Technical Service Fee: $ / year $ (one-time, 10-year coverage)
  3. Payment is due within business days of contract signing.
  4. Late payments shall incur a penalty of 0.05% per day.
  5. Bank details will be provided on the official invoice issued by Party A.

Article 5 — Support & Services

  1. Party A provides 7×24 online technical support.
  2. Critical issue response time: within hour(s).
  3. Free version upgrades are included during the license term.

Article 6 — Data Security

  1. The software employs end-to-end encryption. Party A does not collect, store, or transmit any screen content, files, or business data of Party B.
  2. Under on-premise deployment, all data is stored on Party B's own servers and Party A has no access.
  3. Both parties shall comply with applicable data protection and privacy laws.

Article 7 — Intellectual Property

  1. All intellectual property rights in the software and related documentation belong exclusively to Party A.
  2. Party B shall not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software.

Article 8 — Confidentiality

Both parties shall keep confidential all proprietary and technical information disclosed during the performance of this Agreement. This obligation survives for five (5) years after termination.

Article 9 — Audit Rights

Party A may conduct one audit per year to verify that the actual number of devices in use does not exceed the licensed quantity. Party B shall cooperate with such audit. If excess usage is found, Party B shall pay the applicable fees within 30 days.

Article 10 — Breach & Liability

  1. The breaching party shall compensate the non-breaching party for direct economic losses resulting from any breach of this Agreement.
  2. Party A's maximum aggregate liability shall not exceed the total license fees actually paid by Party B.

Article 11 — Force Majeure

Neither party shall be liable for failure to perform its obligations due to events beyond its reasonable control, including but not limited to natural disasters, epidemics, war, or government actions, provided that the affected party notifies the other party in writing within 5 days. If such event continues for more than 60 days, either party may terminate this Agreement.

Article 12 — Renewal

  1. The parties may negotiate renewal no later than 30 days before license expiry.
  2. Renewal pricing shall be based on Party A's then-current published rates, with existing customers entitled to a discount of no less than %.

Article 13 — Termination

  1. This Agreement terminates automatically upon expiry of the license term if not renewed.
  2. Either party may terminate this Agreement with thirty (30) days' written notice if a material breach remains uncured.
  3. Upon termination, Party B shall immediately cease all use of the software and destroy all copies in its possession.

Article 14 — Governing Law & Disputes

This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China. Any dispute arising from this Agreement shall first be resolved through good-faith negotiation. If negotiation fails, either party may submit the dispute to the competent court at Party A's domicile.

Article 15 — Miscellaneous

  1. This Agreement is executed in two (2) counterparts, each party holding one, with equal legal effect.
  2. Any matters not covered herein shall be addressed by supplementary agreements mutually agreed upon in writing.

Party A (Seal)

Authorized Representative:

Date:

Party B (Seal)

Authorized Representative:

Date:

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