The first consideration
_ _ _ _ _ _ Limited by Share Ltd, a _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Party A and Party B (hereinafter referred to as the parties) agree to jointly establish a joint venture company (hereinafter referred to as the joint venture company) in accordance with the Law of People's Republic of China (PRC) on Chinese-foreign Joint Ventures, the Regulations for the Implementation of the Law of the People's Republic of China on Chinese-foreign Joint Ventures and other relevant laws.
The purpose of the joint venture company is to introduce patents and cooperate in production according to the technical know-how provided by patents. Party A provides the production workshop and necessary equipment, and Party B provides the patented technology. Both parties shall make investment according to the items listed in the annex to this contract.
The joint venture company shall be managed by Party A alone, and Party B shall contract the whole process of using the technology to ensure that its products meet the requirements stipulated in the contract. The patented technology provided by Party B shall be compensated in the form of royalty according to the provisions of Article 5 of this contract.
The second definition
The technical terms quoted in this contract and its annexes are elaborated respectively, and their meanings are clear as follows:
2. 1. "Products" refers to the products listed in the annex to the contract.
2.2. "Patent" refers to the patented technology listed in the annex to this contract that has applied for a patent and registered a utility patent right.
2.3. "Technology" refers to the technology needed to produce, use, maintain and sell the product, and refers to the technical data, formulas, production procedures, drawings, specifications, manuals, catalogues and information that Party B has at present or may obtain in the future and has the right to disclose to a third party.
2.4. "Trademark" refers to the trademark listed in the annex to the contract.
2.5. "Technical assistance"-According to the contract, Party B sends three (3) technical experts to the production department of the joint venture company every year to guide the production, and the stay time shall be determined by the joint venture company and Party B. The wages and round-trip travel expenses of the experts shall be borne by Party B, and the accommodation, meals and living allowance during their stay in China shall be borne by the joint venture company.
At the request of the joint venture company, Party B shall send three (3) technical experts to the joint venture company within an appropriate time agreed by both parties to provide more effective technical assistance in production, production process and product sales. The joint venture company shall pay the experts' travel expenses from the place of employment to the joint venture company, as well as their accommodation, meals and living allowance during their stay in China.
2.6. "Technical information exchange"-During the contract period, Party B will inform the joint venture company of the improved technology. The joint venture company shall notify Party B when using technology for improvement. The ownership of the improved technology belongs to the improving party and is bound by the confidentiality clause of this contract.
2.7. Party B guarantees that the technical data provided at the time agreed by both parties are accurate, complete and clear, and the practical technology provided by Party B is the most advanced; According to Party B's requirements, the products of the joint venture company should reach the international advanced level under the condition of correctly applying its technology.
Article 3 Use of Patents and Trademarks
3. 1. Except for producing, using and selling products according to the contract, the joint venture company shall not use its patents, trademarks and technologies without the consent of Party B. ..
3.2. Without prior written consent, the joint venture company shall not modify the products it produces. The quality of the products produced by the joint venture company shall be the same as that produced by Party B. Party B has the right to take any necessary measures to ensure that the products of the joint venture company reach the specified quality level.
3.3. During the contract period, Party B shall provide the joint venture company with the technology to produce and sell its products in China, and provide Party B with the products sold in the international market according to the terms of the contract.
3.4. At the request of Party B, if possible, the joint venture company shall apply for, register and register the technology it provides in _ _ _ _ _ _ _ _ _ in the name of Party B, so that Party B can obtain its technology patents and patent rights.
3.5. According to the agreement between the two parties, the joint venture company shall indicate the trademark on the products it sells, and indicate that the products are produced according to the permission of Party B. ..
3.6. The names and signs used in all products sold by the joint venture company are detailed in the annex. With the consent of Party B, the joint venture company may use other names and trademarks to sell in China market.
Article 4 Forgery and Infringement by Third Parties
If the joint venture company finds any forged products or infringes on patents or trademarks, it shall immediately notify Party B. Although only Party B has the right to conduct or take multiple lawsuits or other actions against its forged products or products' abnormal use or infringement of patents or trademarks, Party B shall give due consideration to various suggestions made by the joint venture company in the above situation. To this end, Party B can be the plaintiff in the name of the joint venture company, or both parties can be the plaintiff together. The joint venture company shall not refuse without reason, but must first obtain the written consent of the joint venture company.