Chinese and Foreign Patented Technology Licensing Contract
Signing Time: _______________________
Signing Place: _______________________
Contract Number: __________________
< p>Table of ContentsArticle 1 Definition
Article 2 Contract Scope
Article 3 Contract Price
Article 4 Payment Conditions
Article 5 Delivery and Improvement of Materials
Article 6 Infringement and Warranty
Article 7 Taxes
Article 8 Dispute Resolution
Article 9 Contract Effectiveness and Others
Attachment
Attachment 1: Name, content and application status of patent information (omitted)
Attachment 2: Models, specifications and technical parameters of the contract products (omitted)
Attachment 3: Starting time and calculation method of commission fee (omitted)
Attachment 4: Audit of the transferor The content and method (omitted)
Text
____Country_________ City, ________ Company (hereinafter referred to as the "Transferee") is one party, ____Country_______ _City_____________ Company (hereinafter referred to as "the transferor") is the other party;
Given that the transferor is the patent holder of _________ technology;
Given that the transferor has the right, and agrees, to grant to the transferee the right to use, manufacture and sell the _____________ patented technology;
Given that the transferee hopes to use the transferor’s patented technology to manufacture and sell products ;
Through friendly negotiation, the authorized representatives of both parties agree to sign this contract in accordance with the following terms.
Article 1 Definition
1. "Patented technology" refers to the technology listed in Appendix 1 of this contract. This technology has been approved by the China Patent Office on ____, month ____, and has obtained patent rights. Its patent number is __________.
2． "Transferor" refers to the _________ company in _________ country or city, or the company's legal representative, agent and property successor.
3. "Transferee" refers to _________ company in ____ country, or the company's legal representative, agent and property successor.
4. "Contract Products" means the products listed in Annex II of the Contract.
5. "Contract factory" refers to the factory that produces contract products. The factory is located in _________ city, _________ province, and is named _________ factory.
6. "Net sales price" refers to the balance of the sales invoice price of the contract product after deducting packaging fees, transportation fees, insurance fees, commissions, commercial discounts, taxes, purchased parts and other expenses.
7. "Patent information" refers to the relevant information listed in Appendix 1 of this contract.
8． "Contract Effective Date" means the date of the last party's approval by the relevant authorities of both parties to this Contract.
Article 2 Scope of Contract
1. The transferee agrees to obtain from the transferor, and the transferor agrees to grant the transferee the rights to design, manufacture and sell the contract products. The name, model, specifications and technical parameters of the contract products are detailed in Appendix 2 of this contract.
2． The transferor grants the transferee the license right to design, manufacture, use, sell and export the contract products in ____ country. This right is non-exclusive and non-transferable.
3. The transferor is responsible for providing the transferee with the patent information of the contract products, including the name, content, application status and patent number of the patent. For detailed information, see Appendix 1 of this contract.
4. During the execution of the contract, if the transferee requires the transferor to provide technical services or some parts or raw materials required for production, the transferor is obliged to provide them to the transferee at the most favorable price, and the two parties will negotiate and sign a contract separately.
5. The transferor agrees to the transferee's right to use its trademark. The contract products may use the joint trademarks of both parties or indicate the words "manufactured under the license of the transferor".
Article 3 Contract Price
1. In accordance with the content and scope stipulated in Article 2, this contract uses a commission method to calculate the price, and the currency of valuation is US dollars.
2． The calculation time of the commission fee under this contract starts from the ____ month after the effective date of the contract, and is calculated on a calendar year basis. December 31 of each year is the settlement date of the commission fee.
3. The commission fee is calculated based on the net sales price of the contracted products in the current year, with a commission rate of ____%. If the contracted products are not sold, the commission fee shall not be calculated.
4. Within 10 days after the royalty settlement date, the transferee shall submit to the transferor in the form of written notice the sales quantity, net sales and royalty payable of the contract products in the previous year, as well as the specific calculation of net sales and royalty. Please refer to Appendix 3 of this contract for details of the method.
5. If the transferor needs to audit the transferee's accounts, it shall notify the transferee within 10 days after receiving the written notice issued by the transferee in accordance with the provisions of paragraphs 3 and 4. The specific audit content and procedures are detailed. See Appendix 4 of this contract.
Article 4 Payment Terms
1. The transferee will pay the royalties specified in Article 3 of this contract to the transferor through ____ Bank (here is the transferee’s business bank) and ____ Bank (here is the transferor’s business bank). The currency used is US dollars.
2． The transferor shall immediately issue the relevant documents after receiving the written notice issued by the transferee in accordance with the provisions of Article 3, paragraphs 3 and 4. The transferee shall, within 30 days after receiving the following documents issued by the transferor, verify that they are correct after review , that is, paying royalties to the transferor:
A. The royalty fee is calculated in quadruplicate;
B. Commercial invoice in quadruplicate;
C. Sight draft in duplicate.
3. According to the provisions of this contract, if the transferor needs to pay fines or compensation to the transferee, the transferee has the right to directly deduct the above payment.
Article 5 Delivery and Improvement of Data
1. The transferor shall provide the transferee with the name and content of the patent information in accordance with the provisions of Annex 2 of this contract, as well as the transferor’s patent application to the ____ Patent Office.
2． The transferor shall deliver the patent information specified in Article 5, Item 1 to the transferee at the same time as signing the contract. (Note: Since the patent information is readily available, the assignor is required to submit it when signing the contract.)
3. During the validity period of the contract, if both parties improve and develop the technology involved in the contract products, they shall provide each other with the improved and developed technical data free of charge.
4. The ownership of improved and developed technologies belongs to the party that improves and develops them. The other party may not use these technical data to apply for patents or transfer them to third parties.
Article 6 Infringement and Warranty
1. The transferor guarantees that it is the legal holder of all patented technologies and patented materials under this contract and has the right to transfer them to the transferee. If a third party accuses of infringement during the execution of the contract, the transferor will be responsible for negotiating with the third party. , and bear all legal and economic responsibilities arising therefrom.
2． The Licensor guarantees that the patents involved in this contract are valid and legal during the execution of the contract. If the patent expires prematurely due to the assignor's fault, the assignor shall repay the fees paid by the assignee after the patent expires to the assignee, plus interest at an annual interest rate of ____%, and repay the principal to the assignee together with the principal. Give way.
3. During the validity period of the contract, the transferor shall pay the patent maintenance fee on time in accordance with the relevant regulations of the patent office of the country where the transferee is located to maintain the validity of the patent.
4. During the execution of the contract, if the legal nature of the patent involved in this contract changes, the transferor shall immediately notify the transferee of this situation in writing, and then the two parties will negotiate the execution of this contract.
Article 7 Taxes
1. All taxes and fees levied by the government of ________ country on the transferee in connection with the execution of this contract shall be borne by the transferee in accordance with its current tax laws.
2． All taxes and fees related to the execution of this contract levied by the government of ________ country in accordance with its current tax laws shall be borne by the transferor.
Article 8 Dispute Resolution
1. All disputes arising from or related to the execution of this contract shall be resolved through friendly negotiation between the parties.
2． If the two parties cannot reach an agreement through negotiation, the matter shall be submitted to an arbitration institution in _________ country or the relevant court in _________ country for settlement. If it is resorted to arbitration, the arbitration shall be conducted by the _____________ Arbitration Commission of _________ Country in accordance with the Interim Rules of Arbitration Procedures of the Commission; if it is resorted to litigation, the arbitration shall be conducted by the court where the transferee is located in accordance with the relevant laws of that country.
3． The arbitration award or court judgment is final and binding on both parties.
4. The arbitration fees or litigation fees shall be borne by the losing party.
5． During the course of the dispute, other parts of the contract will continue to be enforced except for the part undergoing arbitration or litigation.
Article 9 Effectiveness of Contract and Others
1. This contract is signed by the authorized representatives of both parties on _________ on _________, year___, month_____. Each party shall apply for approval from its relevant authorities respectively, and the date of approval by the last party shall be the effective date of this contract. Both parties should make their best efforts to obtain contract approval within 90 days, and then notify the other party by telex and confirm by letter.
2． If this contract still fails to take effect 6 months from the date of signature, both parties have the right to cancel the contract. Once this contract is canceled, the transferee shall return the patent information specified in Article 5 to the transferor.
3． The validity period of this contract is ***____ years from the effective date of the contract. After expiration, this contract will automatically expire.
4. After the expiration of this contract, if the patent involved in the contract is still valid, the transferee shall not continue to use the patent. If it needs to continue to use the patent, the contract shall be renewed with the transferor; after the expiration of this contract, if the patent involved in the contract is also When it expires, the transferee can continue to use the patent without paying any fees to the transferor.
5． When this contract expires, the outstanding claims and debts issued by both parties will not be affected by the expiration of the contract, and they shall continue to perform their respective responsibilities.
6． During the execution of the contract, any changes, modifications, additions or deletions to its terms must be negotiated and agreed upon by both parties and signed in writing, which shall be an integral part of the contract and have the same effect as the contract.
7. This contract consists of Articles 1 to 9 and Attachments 1 to 4. The main body of the contract and the attachments are inseparable parts and have the same legal effect.
8. This contract is written in English and each party holds two copies. During the validity period of the contract, negotiations between the two parties shall be in English, and formal notification shall be in writing and sent by registered airmail in duplicate.
The legal addresses of the parties to the contract are as follows:
A. Transferee: ____________________ Company
Address: ______ Street, ______ City, ______ Country
Tax: __________________
Fax: __________________
B. Transferor: ____________________ Company
Address: ______ Street, ______ City, ______ Country
Tax: __________________
Fax: __________________
Transferee: ____________________
Address: _______________________
Postal code: _______________________
Tel: _______________________
Tax: ______________________
Representative (Signature): ______________
_________month______day________year
Transferor: ____________________
Address: _______________________
Postal code: _______________________
Tel: _______________________
Tax: _______________________
Representative (signature): _________
p>_______year_______month______day