Licensee: _______________________
Licensor: __________________
The licensor is the sole patentee of the Chinese patent No. _________. The licensor applied to the China Patent Office for the invention under the patent number _______ on _______ month ______, year _______, and the application number was _______. Patent number _________ was approved on _______. The Licensor has the right and consent to grant a license to implement the above-mentioned patents. The Licensee agrees to obtain the Licensor's license to implement the above-mentioned patents. The two parties negotiated and concluded the following terms:
Article 1 Type of License
1. This License is an exclusive license.
2． The licensor shall not manufacture, use and sell the products under this license within the contract area listed in Article 3.
3． Licensee has the right to grant sublicenses.
4. This exclusive license is not transferable without the permission of the licensor.
Article 2 Scope of technology use
1. The licensor determines that the scope of protection of Patent No. _________ is _________.
2． The licensor has used the patented technology No. __________ in areas outside the contract area, and the licensor has determined that it has reached the following technical level based on the results of use.
3． The entire technical use scope of the _________ patent is the technical use scope of this contract license.
Article 3 Contract Area
1. This exclusive license is granted in: _________.
2． The licensee is not allowed to manufacture, use and sell products under this license in other areas than the above-mentioned areas.
3． Licensee may export products under this license to the following countries: _________.
Article 4 Technical Assistance
1. The licensor is obligated to provide the licensee with the technical data necessary for the implementation of Patent No. _________. The specific content and delivery date are detailed in the attachment to this contract.
2． The licensor is responsible for accepting and arranging for the licensee’s technical personnel to go to the licensor’s enterprise for training. The licensor shall make its best efforts to meet the training requirements of the licensee so that the licensee’s personnel can master the patented technology No. _________. Please see the attachment to this contract for specific requirements.
3． The licensor is responsible for sending technical personnel to the licensee's enterprise to provide technical services. Please see Appendix 3 of this contract for specific requirements.
Article 5 Improvement of Patented Technology
1. The licensor is obliged to inform the licensee of all improvements to the patented technology during the validity period of the contract and provide them for the licensee's use. The usage fee shall not be increased as a result.
2． The licensee's improvements to the patented technology do not require the licensor's approval, but the licensor must be notified. The Licensor shall have the right to use the Licensee's improvements upon payment of an appropriate fee.
3． If the licensee's improvements are patentable, the licensee has the right to file a patent application. Patent rights belong to the licensee after approval.
Article 6 Licensor’s Guarantee
The licensor guarantees to the licensee that when this contract is concluded, this patent does not have the following defects:
1 ． The patent right is subject to property rights or mortgage rights;
2. The implementation of this patent right is restricted by another existing patent right;
3. There is a right of prior use of the patent;
4. There is a compulsory license;
5. There is a situation where the government adopts "Plan Promotion Permit";
6. The invention covered by this patent is illegally obtained.
If the licensor fails to truthfully inform the licensee of the above rights defects when this contract is concluded, the licensee has the right to refuse to pay the royalties and require the licensor to compensate for the additional expenses incurred.
Article 7: Maintain and protect patent rights
1. The licensor is responsible for maintaining patent rights and paying annual fees.
2． When the licensor intends to give up its patent rights, it must promptly notify the licensee. The licensee has the right to obtain the patent rights waived by the licensor free of charge.
3. Both the licensor and the licensee have the right to sue third parties for infringement of patent rights. When one party files a lawsuit, the other party should support it. The party who decides to sue bears the costs of prosecution, and any money earned if the case is successful also belongs to him. If both parties to the contract agree to sue jointly, the resulting costs and profits will be shared in the following proportions: ______% to the licensor and _____% to the licensee.
Article 8 Implementation Obligations
1. The licensee bears the obligation to implement the patent.
2． Licensee has no obligation not to manufacture and sell competing products.
Article 9 Payment Method
The license fee shall be paid to the licensor in the amount of ________, and shall be paid in installments on the following dates: _________.
(Note: In the case of commission payment, the parties may agree: a. to pay _________ yuan to the licensor within ________ days after the contract comes into effect; b. from the date when the contracted product is put into production (or from the date of sale of the first contracted product) A commission fee shall be paid to the licensor based on _______% of the output value (or sales volume, or profit) within the _________ year. The commission fee shall be paid once a year, and the payment date shall be ______ month each year. ______ days ago. )
Article 10 Taxes
1. All taxes and fees incurred outside the licensee's country due to the performance of this contract shall be borne by the licensor.
2． The Licensor's income derived in China from the performance of this contract must be taxed in accordance with Chinese tax laws. This tax shall be withheld by the Licensee upon each payment and a copy of the tax bureau's receipt shall be provided to the Licensor.
Article 11 Liability for breach of contract by the licensor
1. If the patent right becomes invalid due to the licensor's failure to pay the patent annual fee, the licensor shall pay liquidated damages in the amount of _________.
2． If the licensor fails to deliver technical data and provide technical guidance for two months overdue, the licensee has the right to terminate the contract. The licensor shall return the royalties and pay liquidated damages in the amount of _________.
3. If the licensor enters into a patent licensing contract with another person for the same patent within the scope of the licensee's license to exploit the patent, the licensor shall return the illegal gains and pay liquidated damages in the amount of _________.
4. If the licensor implements the patented technology within the scope of the patent that has been granted to the licensee, it shall cease implementation and pay liquidated damages in the amount of _________ to the licensee.
Article 12 Liability for breach of contract by the licensee
1. If the licensee fails to pay the technology usage fee two months overdue, the licensor has the right to terminate the contract. The licensee shall pay back the usage fee and liquidated damages in the amount of _________.
2． If the licensee exploits the patent beyond the scope of the contract, or enters into a re-transfer license contract with others without the licensor's permission, the licensee shall return the illegal gains and pay liquidated damages in the amount of _________.
Article 13 Statement and Warranty
Licensor:
1. The licensor is a legally established and legally existing enterprise with the right to sign and the ability to perform this contract.
2． All formalities required for the Licensor to sign and perform this contract have been completed and are legal and valid.
3. At the time of signing this contract, no court, arbitration institution, administrative agency or regulatory agency has made any judgment, ruling, award or specific administrative action that would have a material adverse impact on the Licensor's performance of this contract.
4. The Licensor's internal authorization procedures required to sign this contract have been completed, and the signer of this contract is the Licensor's legal representative or authorized representative. This contract will be legally binding on both parties after it takes effect.
Licensee:
1. The licensee is an enterprise established in accordance with the law and existing legally, and has the right to sign and the ability to perform this contract.
2． All formalities required for the licensee to sign and perform this contract have been completed and are legal and valid.
3. At the time of signing this contract, no court, arbitration institution, administrative agency or regulatory agency has made any judgment, ruling, award or specific administrative action that would have a material adverse impact on the licensee's performance of this contract.
4. The internal authorization procedures required by the licensee to sign this contract have been completed, and the signer of this contract is the legal representative or authorized representative of the licensee. This contract will be legally binding on both parties after it takes effect.
Article 14 Confidentiality
Both parties promise to keep confidential the business secrets (technical information, business information and other business secrets) obtained from the other party and cannot be obtained from public channels. A party shall not disclose all or part of a trade secret to any third party without the consent of the original provider of the trade secret. Except where otherwise provided by laws and regulations or otherwise agreed upon by both parties. The confidentiality period is _______ years.
If a party violates the above confidentiality obligations, it shall bear the corresponding liability for breach of contract and compensate for the losses caused thereby.
Article 15 Force Majeure
Force majeure as mentioned in this contract refers to objective events that cannot be foreseen, cannot be overcome, cannot be avoided and have a significant impact on one party, including but not limited to natural events. Disasters such as floods, earthquakes, fires and storms, and social events such as wars, unrest, government actions, etc.
If the contract cannot be performed due to the occurrence of a force majeure event, the party experiencing the force majeure shall immediately notify the other party in writing of the accident and shall provide details of the accident and the reasons why the contract cannot be performed or needs to be performed within ______ days. Written information on postponement of performance. After both parties agree, negotiate to terminate the contract or temporarily postpone the performance of the contract.
Article 16 Notice
1. All notices that need to be issued under this contract, as well as document exchanges between the two parties, as well as notices and requirements related to this contract, must be in writing and can be delivered by ________ (letters, faxes, telegrams, in-person delivery, etc.). If the above methods cannot be delivered, the method of delivery can be adopted.
2． The correspondence addresses of all parties are as follows:_______________________________________________.
3. If one party changes its notice or mailing address, it shall notify the other party in writing within ______ days from the date of change; otherwise, the party that has not notified shall bear the corresponding liabilities arising therefrom.
Article 17 Handling of Disputes
1. This contract shall be governed by and construed in accordance with the laws of _________ country.
2． Disputes arising during the performance of this contract shall be resolved through negotiation between the parties, or may be mediated by the relevant departments; if negotiation or mediation fails, they shall be resolved in accordance with the following _____________ method:
(1) Submit_ Arbitration by ________ Arbitration Commission;
(2) File a lawsuit in the People's Court in accordance with the law.
Interpretation of Article 18
This contract shall be understood and interpreted in accordance with the purpose of the contract and the original meaning of the text. The title of this contract is only for the convenience of reading and shall not affect Interpretation of this Contract.
Article 19 Supplements and Attachments
Matters not covered in this contract shall be implemented in accordance with relevant laws and regulations. If laws and regulations do not provide for them, Party A and Party B may reach a written supplementary agreement. The attachments and supplementary agreements to this contract are integral parts of this contract and have the same legal effect as this contract.
Article 20 Contract Validity
This contract shall take effect from the date when it is signed and stamped with the official seal by both parties or their legal representatives or their authorized representatives. The validity period is _________years, from _________year_month______ to _________year______month______.
This contract is made in ______ originals, each party holds ______ copies, which have the same legal effect; there are ______ copies of the contract, and one copy shall be sent to ______ for retention.
Licensor (seal): ____________________
Licensee (seal): ______________
Legal representative (signature): ______________
_____________month______day
Signing place: __________________