Meng of a technology company successfully invented an inductive remote controller after many experiments. At this time, the technology company wants to transfer the patent application right of the invention to an electronic company. How should they draft the contract?
The lawyer answered the question.
The transfer contract of patent application right is a contract signed by the applicant for a product patent and the person who accepts the application for a product patent to transfer the right to apply for a product patent. The contents of a contract for the transfer of patent application rights should generally have the following terms: (1) project name; (2) the name and contents of the invention; (3) the nature of the invention; (4) List of technical information and materials; (five) the responsibility to reject the patent application; (six) the price and payment method; (seven) the calculation method of liquidated damages or damages; (8) dispute resolution.
The contract for the transfer of patent application right in this case can be seen as follows:
Patent application right transfer contract
Contract number: ×××××
Project Name: ××× Induction Remote Controller
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): XX Electronics 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): XX Technology Co., Ltd.
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 owns the technical invention of ×××××× induction remote controller and has applied for a patent, and Party A has obtained the patent application right for this technical invention and paid the corresponding transfer price. 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 reached the following agreement on the transfer of patent application right through equal consultation, and both parties shall abide by it.
first
The right to apply for a patent of the present invention:
1. belongs to the invention application.
2. Inventor/Designer: Meng Mou, employee of XX Technology Co., Ltd..
3. Patent applicant: XX Technology Co., Ltd.
4. Patent application date: ××× 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 application number: ×× year × month × day × month × day × month × day × month × day × month × day × month × day × month × 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 × month × month × month
second
Before the signing of this contract, Party B implemented or transferred the present invention as follows:
1. Omit the situation (time, place, method and scale) where Party B implements the invention and creation. 2. Omit the circumstances (time, place, method and scale) caused by Party B when allowing others to use the invention and creation. 3. After this contract comes into effect, Party B is obliged to notify the parties who are allowed to use the invention-creation patent within 10 days.
essay
After this contract comes into effect, Party A shall guarantee the performance of the original technology transfer contract. The rights and obligations enjoyed by Party B in the original technology transfer contract shall be borne by Party A from the effective date of this contract. Party B shall notify and assist the transferor of the original technology transfer contract to handle the contract change with Party A within 15 days.
Article 4
In order to ensure that Party A applies for a patent, Party B shall submit the following technical materials to Party A:
1.
Article 5
The time, place and method for Party B to submit technical data to Party A are as follows.
1. Date of submission: ×××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××
2. Place of submission: Road No.,XX County, XX City.
3. Submission method: Party B submits Article 6 at the door.
Party B shall ensure that its patent application right does not infringe upon the legitimate rights and interests of any third party. If a third party accuses Party A of infringement, Party B shall compensate Party A for the losses thus incurred.
Article 7
Party A shall pay Party B the price of the right to apply for a patent for invention-creation and the payment method is as follows:
1. The total transfer price of the patent application right is RMB 2 million.
2. The transfer price of the patent application right shall be paid by Party A to Party B in one lump sum.
The specific payment method and time are as follows:
(1) Method: Name, address and account number of Party B's bank:
Bank of deposit: ××× City Bank
Address:No. ×× Road, Xx District, City
Account number: ×××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××
3. Both parties confirm that if Party A pays Party B's R&D expenses and remuneration with the profits generated from the implementation of R&D results, Party B has the right to consult Party A's relevant accounting accounts.
Article 8 Both parties confirm that after this contract comes into effect, if Party A's patent application is rejected by the national patent administration authority, Party B will not refund the transfer fee already collected. Special agreement between the two parties on rejecting the patent application: Article 9 is omitted.
Both parties confirm that:
1. If Party A obtains the patent right after the contract comes into effect, Party B shall implement or use the invention and creation according to the following agreement:
Party B is only for its own use, and shall not inform or transfer the patented technology to others.
2. After the contract comes into effect, if the patent application is rejected before the patent is published, both parties shall implement or use the invention-creation according to the following agreement: Article 10 is omitted.
Both parties confirm that both parties have the obligation to keep the invention confidential before the patent application for invention is published and after the patent application is rejected. The specific confidentiality agreement is as follows:
Party A:
1. Confidential contents (including technical information and commercial information): omitted.
2. Scope of confidential personnel: chairman, general manager, deputy general manager and inventor Li.
3. Confidentiality 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
4. Responsibility for disclosure: compensate the other party for all losses caused by disclosure.
Party B:
1. Confidential contents (including technical information and commercial information): omitted.
2. Scope of confidential personnel: chairman, general manager and deputy general manager of the company.
3. Confidentiality 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
4. Liability for disclosure: compensate the other party for all losses caused by the disclosure of Article 1 1.
After the signing of this contract, Party B shall be responsible for the transfer registration of the patent application right within 15 days.
Article 12
Both parties confirm that:
1. Party A has the right to use the invention-creation involved in the patent application right delivered by Party B for subsequent improvement, and the new technological achievements with the characteristics of substantive or creative technological progress resulting therefrom shall be owned by Party A. ..
2. Party B has the right to make subsequent improvements to the invention and creation after the patent application right is transferred to Party A, and the resulting new technological achievements with substantial or creative technological progress are owned by Party B. ..
Article 13
Both parties agree to assume their respective liabilities for breach of contract according to the following agreement:
1. If either party violates Article 10 of this contract, it shall pay a penalty of RMB 654.38 million.
2. If either party violates Article 12 of this contract, it shall pay a penalty of RMB 654.38 million.
Article 14
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 15
Under the following circumstances, if the performance of this contract becomes unnecessary or impossible, both parties determine that this contract can be dissolved:
1. Due to force majeure; 2. One or two companies go bankrupt.
Article 16
Disputes arising from the performance of this contract shall be settled through negotiation and mediation. If negotiation or mediation fails, it shall be settled in the following ways:
1. Submit to XX Arbitration Commission for arbitration; 2. Bring a lawsuit to the people's court according to law.
Article 17
Both parties confirm the relevant terms and technical terms involved in this contract and related annexes, and their definitions and explanations are as follows.
Article 18
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 19
This contract is made in duplicate, with the same legal effect.
Article 20
This contract shall come into effect as of the date of registration by the State Patent Administration.
Party A: XX Electronics Co., Ltd. (seal)
Legal Representative/Authorized Agent: Li.
×××× Year×× Month× Day
Party B: ××× Technology Co., Ltd. (seal)
Legal Representative/Authorized Agent: Tan Mou.
×××× Year×× Month× Day
Legal link
patent law of the people's republic of china
Article 10
The right to apply for a patent and the patent right can be transferred.
Where a unit or individual in China transfers the right to apply for a patent or the patent right to a foreigner, foreign enterprise or other foreign organization, it shall go through the formalities in accordance with the provisions of relevant laws and administrative regulations.
Where the right to apply for a patent or the patent right is transferred, the parties concerned shall conclude a written contract and register it with the patent administration department of the State Council, which shall make an announcement. The transfer of the right to apply for a patent or the patent right shall take effect from the date of registration.
Collection of cases
A contract for the transfer of the right to apply for a patent shall be determined by the parties concerned through consultation on the basis of equality and voluntariness in accordance with the relevant provisions of the Patent Law.