A technology company has successfully invented an automobile cab cooler after many experiments. B technology company wants to use this technology at this time, so how should they draft a technology transfer contract?
The lawyer answered the question.
A technology transfer (patent exploitation license) contract refers to a contract in which the patentee, patent applicant or other obligee acts as the transferor, allowing the transferee to exploit the patent within the agreed scope, and the transferee pays the agreed royalties. The technology transfer (patent licensing) contract includes the following basic contents: (1) the content of the patented technology and the implementation mode of the patent; (2) Types of licensing contracts; (three) the validity period and geographical scope of the license contract; (four) technical guidance and technical service terms; (5) Warranties and guarantee clauses for patent defects; (6) Patent license fee and its payment method; (7) Calculation method of liability for breach of contract and liquidated damages or compensation for losses. In addition to the above, other matters that both parties consider necessary can be agreed upon. For example, force majeure clauses, ownership of patented technology improvement achievements, settlement of disputes, interpretation of key clauses and clauses, etc.
The technology transfer (patent licensing) contract in this case can refer to the following format:
Technology transfer (patent licensing) contract
Contract number: ×××××
Project Name: ××××× Automobile Cab Cooler
Time of signing the contract: ×× year × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × month × month × day × month × month × month × month × month × day × month × month × month × month × month × month × month × month × month × month × month ×
Signing place: Road No.,XX County, XX City.
Validity period: ×× year × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × month × day × month × day × month × day × month × month × day × month × month × month × month × day × month × month × month × month × month × month × month × month × month × month × month × month × month
Transferee (Party A): B Technology Co., Ltd.
Address:No. XXX Road, XX County, XX City.
Legal Representative: Li.
Project contact: Li
Mailing address:No. of ××× Road, ××× County, ××× City.
Tel: XXX XXX XXX
Fax: ××× year × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × month × day × day × month × day × month × day × month × day × day × month × day × day × month × day × day × month × day × day × month × day × month × day × day × month
E-mail: ×× @ 163.com
Transferor (Party B): a technology company.
Address:No. XXX Road, XX County, XX City.
Legal Representative: Tan Mou
Project Contact: Meng Mou
Mailing address:No. of ××× Road, ××× County, ××× City.
Tel: XXX XXX XXX
Fax: ××× year × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × month × day × day × month × day × month × day × month × day × day × month × day × day × month × day × day × month × day × day × month × day × month × day × day × month
E-mail: ×× @163.com
In this contract, Party B exclusively permits Party A to implement the patent right of the cooler in the cab of the XX automobile, and Party A obtains the license of this patent and pays the corresponding license fee. Through equal consultation, on the basis of truly and fully expressing their respective wishes, and in accordance with the provisions of the Contract Law of People's Republic of China (PRC), both parties have reached the following agreement, which shall be abided by both parties.
first
Patents licensed under this contract:
1. Invention patent.
2. Inventor/Designer: Meng Mou
3. Patent holder: a technology company.
4. Date of patent authorization: ×× year × month × day × month × day × month × day × month × day × month × day × month × month × day × month × month × day × month × month × month × day × month × month × month × month × month × month × day × month × month × month × month × month × month × month × month × month × month × month × month × month ×
5. Patent number: ××× year × month × day × month × day × month × day × month × day × month × day × month × month × day × month × day × month × month × day × month × day × month × month × day × month × month × month × month × month × day × month × month × month × day × month × month × month × month × month × month × month × month
6. Validity period of patent: ×× years.
7. The annual patent fee has been paid to ×××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××
second
Before the Contract comes into effect, the basic conditions for Party B to implement or license the patent are as follows:
1. Implementation of the patent right by Party B (time, place, method and scale): omitted.
2. Party B permits others to use the patent right (time, place, method and scale): Article 3 is omitted.
Party B allows Party A to exploit the patent within the following scope, manner and time limit:
1. Implementation mode: exclusive mode
2. Scope of implementation: omitted
3. Implementation period: ×× year × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × month × day × month × month × day × month × month × day × month × month × day × month × month × day × month × month × day × month × month × month × day × month
Article 4
In order to ensure Party A to effectively implement the patent, Party B shall submit the following technical materials to Party A:
Article 5
The time, place and method for Party B to submit technical data are as follows:
1. Date of submission: ××× year × month × day × month × day × month × month × day × month × month × day × month × month × month × day × month × month × month × month × month × month × month × month × month × month × month × month × month × month × month × month × month × month × month × month × month × month × month × month ×
2. Place of submission: Road No.,XX County, XX City.
3. Submission method: Party A will collect it from Party B..
Article 6
In order to ensure the effective implementation of this patent by Party A, Party B transfers the technical secrets related to the implementation of this patent to Party A:
1. Contents of technical secrets: omitted
2. Requirements for implementing technical secrets: omitted
3. Scope and duration of confidentiality of technical secrets: omitted
Article 7
In order to ensure Party A to effectively implement the patent, Party B provides Party A with the following technical services and guidance:
1. Contents of technical services and technical guidance: omitted
2. Ways of technical service and technical guidance: Article 8 is omitted.
Both parties confirm that Party B allows Party A to implement this patent, transfer technical secrets, provide technical services and technical guidance and accept it according to the following standards and methods.
Article 9
Party A shall pay Party B the royalty for the exploitation of the patent right in the following ways:
1. The total license fee is RMB 2 million.
Among them, the technical secret use fee is RMB 654.38+0 million.
The technical service and guidance fee is 654.38+0 million yuan.
2. The license fee shall be paid by Party A to Party B in one lump sum.
The specific payment method and time are as follows:
Mode: payment by cash check
The name, address and account number of Party B's bank are:
Bank of deposit: ××× City Bank
Address:No. ×× Road, Xx District, City
Account number: ×××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××
Article 10
Party B shall ensure that the patent exploitation license does not infringe upon the legitimate rights and interests of any third party. If a third party accuses Party A of patent infringement, Party B shall compensate Party A for the losses thus incurred.
Article 11
Party B shall maintain the validity of the patent right within the validity period of this contract. If the patent right is terminated due to Party B's fault, Party B shall pay liquidated damages or compensate losses to Party A as agreed in Article 16 of this contract.
If this patent right is declared invalid by the State Patent Administration, Party B shall compensate Party A for its losses, but Party A has paid the patent fee to Party B and will not refund it.
Article 12
Party A shall begin to implement the patent within 30 days after the contract comes into effect; If it fails to be implemented within the time limit, it shall notify Party B in time, make a reasonable explanation and obtain Party B's consent. If Party A fails to implement this patent within 15 days and fails to explain it, which affects Party B's technology transfer royalty income, Party B has the right to demand Party A to pay liquidated damages or compensate for losses.
Article 13
Both parties confirm that during the performance of this contract, neither party shall restrict the technological competition and development of the other party in any way.
Article 14
Both parties confirm that:
1. Party A has the right to use the patented technology and technical secrets licensed by Party B for subsequent improvement. The resulting new technological achievements with substantial or creative technological progress characteristics shall be owned by Party A. ..
2. Party B has the right to improve the inventions and technical secrets involved in the patent right after allowing Party A to implement the patent right. The resulting new technological achievements with substantial or creative technological progress features shall be owned by Party B. ..
Article 15
Changes to this contract must be agreed by both parties through consultation and confirmed in writing. However, under any of the following circumstances, one party may request the other party to change the rights and obligations of the contract, and the other party shall give a reply within 10 days; Fails to reply within the time limit, as agreed:
1. The production needs of one company; 2. Omit.
Article 16
Both parties agree to assume their respective liabilities for breach of contract according to the following agreement:
1. Any party who violates Article 13 of the Contract shall pay a penalty of RMB 654.38 million.
2. If either party violates the provisions of Article 14 of this contract, it shall pay a penalty of RMB 654.38 million.
3. Any party who violates the provisions of Article 15 of this contract shall pay a penalty of RMB 654.38+10,000.
Article 17
Both parties confirm that during the validity of this contract, Party A designates Li as the project contact person of Party A and Party B designates Meng as the project contact person of Party B.. The project contact person undertakes the following responsibilities: omitted.
If one party changes the project contact person, it shall promptly notify the other party in writing. If the performance of this contract is affected or losses are caused due to the failure to notify in time, it shall bear corresponding responsibilities.
Article 18
Both parties confirm that the following circumstances make the performance of this contract unnecessary or impossible, and this contract can be dissolved:
1. Force majeure occurs; 2. The company was dissolved.
Article 19
Disputes arising from the performance of this contract shall be settled through negotiation and mediation. If negotiation or mediation fails, it shall be submitted to the ××× Arbitration Commission for arbitration.
Article 20
Both parties confirm that the definitions and explanations of relevant terms and technical terms involved in this contract and related annexes are as follows.
Article 21
The following technical documents related to the performance of this contract will become an integral part of this contract after confirmation by both parties:
1. Technical background information: omitted.
2. Feasibility report: omitted
3. Technical assessment report: omitted
4. Technical standards and specifications: omitted
5. Original design and process documents: omitted
6. Others: Omitted
Article 22
This contract is made in duplicate, with the same legal effect.
Article 23
This contract shall come into effect after being signed and sealed by both parties.
Party A: Party B Technology Co., Ltd. (seal)
Legal Representative/Authorized Agent: Li.
×××× Year×× Month× Day
Party B: a technology company (seal)
Legal Representative/Authorized Agent: Tan Mou.
×××× Year×× Month× Day
Stamp affixing location:
(This page is to be filled in by the technical contract registration agency)
Contract registration number:
1. Applicant:
2. Application materials: (1)
(2)
(3)
V3。 Contract type:
4. Contract transaction amount:
5. Technology transaction amount:
Technical contract registration agency (seal)
Handler:
Date, year and month
Legal link
patent law of the people's republic of china
Article 12
Any unit or individual that exploits another person's patent shall conclude an exploitation license contract with the patentee and pay the patentee the royalties. The licensee has no right to allow any unit or individual other than those stipulated in the contract to exploit the patent.
Collection of cases
The contract in this case is applicable to the contract in which the licensor (the patentee or its authorized person) permits the transferee to exploit the patent within the agreed scope and the transferee pays the agreed royalties.