The Taiwan Stock Exchange Corporation (hereinafter "Party A") and [ ] Securities Co., Ltd. (hereinafter "Party B") enter into this agreement with respect to computer connection and agree to abide by the following terms and conditions:
- Party A agrees and undertakes that in order to engage in securities business, Party B's head office and branches may connect their computers to the server of Party A's centralized securities exchange market (hereinafter the "Computer Server Connection") to enable securities transactions.
- For its use of Party A's computer equipment at the centralized securities exchange market, Party B will be charged a fee for accessing Party A's computer equipment, according to fee schedule to be determined and adjusted by Party A. During the term of this agreement, in the event of Party B's suspension of business, the fee for accessing the computer equipment may be waived for the period of such suspension.
- Upon occurrence of irregular operation of the Computer Service Connection, the parties shall jointly find out the cause and make repairs as soon as possible. Neither party shall be liable for damages to the other party for any and all its losses therefrom.
- Party A is the copyright owner of the information stored in the computer of the centralized securities exchange Market. Party B shall not duplicate or lend, lease or sell the information to a third party without Party A's prior consent.
- Party B shall not make any amendments, additions, expansions, deletions, destructions to or other changes to the information stored in the computer of the centralized securities exchange market without Party A's prior consent.
- Party A shall not be held liable for breach of contract when normal computer connection is hampered due to natural disasters, earthquakes, strikes, force majeure events or other accidents.
- Party B agrees to keep in strict confidence data, information, plans, secrets or other matters relating to Party A's business or the subject matter that Party B becomes aware of due to the performance of this agreement, and not to disclose any of the above to another person or take any action adverse to Party.
- In the event of Party B's violation of this agreement, Party A may send a notice specifying the time limit for correction or improvement. In case of a delay in correction or improvement, Party A may suspend Party B's right to the Computer Server Connection or terminate this agreement. If at any time during the term of this agreement Party B becomes bankrupt or subject to reorganization or liquidation or other similar proceedings, Party A may terminate this agreement.
- This agreement shall be governed by the law of Taiwan, the Republic of China. In the event of a dispute arising from this agreement, the parties shall resolve the dispute through arbitration at The Chinese Arbitration Association, Taipei as the arbitration institution in accordance with Article 166 of the Securities and Exchange Act and the Arbitration Act. The arbitration shall take place in Taipei. In the event of a litigation, the parties agree to submit themselves to the jurisdiction of the Taiwan Taipei District Court as the court of first instance.
- Neither party to this agreement may assign this agreement or the rights or obligation under this agreement without the prior written consent of the other party.
- Issues not addressed by this agreement are governed by other applicable laws and the TWSE policies and regulations.
- This contract shall take effect from the date of signing.
- This contract shall be executed in two counterparts, with the parties each to retain one copy as evidence.
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