Whereas the transferor is the patent holder of XXX technology;
Whereas, the transferor has the right and agrees to grant the transferee the right to use, manufacture and sell the patented technology;
Whereas, the transferee wishes to use the patented technology of the transferor to manufacture and sell the products;
After friendly negotiation, the authorized representatives of both parties agree to sign this contract according to the following terms.
The first definition
1. 1 "patented technology"-refers to the technology listed in annex I to this contract, which was approved by the China Patent Office on ×××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××
1.2 "Transferor"-refers to XXX Company, or its legal representative, agent or property successor.
1.3 "Transferee"-refers to China XXX Company, or its legal representative, agent or property successor.
1.4 "Contract Products"-refers to the products listed in Annex II to the Contract.
1.5 "contract factory"-refers to the factory that produces contract products, located in XX city, XX province, and called XX factory.
1.6 "net sales price"-refers to the balance of the sales invoice price of the contract products after deducting the expenses such as packaging fee, transportation fee, insurance premium, commission, commercial discount, taxes, purchased parts, etc.
1.7 "Patent Information"-refers to the relevant information listed in Annex I to this contract.
1.8 "Effective date of the contract"-refers to the date approved by the last party of the relevant authorities of both parties to this contract.
Article 2 Scope of Contract
2. 1 The transferee agrees to obtain it from the transferor, and the transferor agrees to grant the transferee the right to design, manufacture and sell the contract products. The name, model, specifications and technical parameters of the contract products are detailed in Annex II to this contract.
2.2 Licensor grants Licensee the right to design and manufacture, use, sell and export contract products in China, which is non-exclusive and non-transferable.
2.3 The transferor shall be responsible for providing the transferee with the patent information of the contract products, including the name, content, use and patent number of the patent. See Annex I to the Contract for details.
2.4 During the execution of the contract, if the transferee needs the transferor to provide technical services or some spare parts or raw materials needed for production, the transferor is obliged to provide them to the transferee at the most favorable price, and then both parties shall sign the contract through consultation.
2.5 The transferor agrees to the transferee's right to use its trademark. The contract product may adopt the joint trademark of both parties, or it may be marked with the words "manufactured with the permission of the transferor".
Article 3 Contract Price
3. 1 According to the content and scope stipulated in Article 2, the price of this contract is calculated by royalty, and the pricing currency is USD.
3.2 The calculation time of the royalty of this contract starts from the month after the contract comes into effect, and the settlement date of the royalty is 65438+February 3 1 every year.
3.3 The royalty is calculated according to the net sales price of the contract products sold in that year, and the royalty rate is ××%. If the contract products are not sold, the royalty will not be calculated.
3.4 Within 65,438+00 days after the settlement date of royalties, the transferee shall submit the sales quantity, net sales and royalties payable of the contract products in the previous year to the transferor in the form of written notice. The specific calculation method of net sales and royalty is detailed in Annex III to this contract.
3.5 If the transferor needs to audit the accounts of the transferee, it shall notify the transferee within 65,438+00 days after receiving the written notice issued by the transferee according to Article 3.4. The contents and procedures of the audit are detailed in Annex 4 to the Contract.
Article 4 Payment Terms
4. 1 The transferee will pay the royalties specified in Article 3 of this contract to the transferor through XXX Bank (here, the transferee's business bank) and XXX Bank (here, the transferor's business bank) in USD.
4.2 After receiving the written notice from the transferee in accordance with Article 3.4, the transferor shall immediately issue relevant documents. The transferee shall pay the royalties to the transferor within 30 days after receiving and verifying the following documents issued by the transferor:
A. royalty calculation in quadruplicate;
B. commercial invoice in quadruplicate;
C. draft at sight in duplicate.
4.3 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 amount.
Article 5 Delivery and improvement of data
5. 1 The transferor shall provide the transferee with the name and content of the patent information and the relevant information about the patent application filed by the transferor to the Chinese Patent Office in accordance with Annex 2 of this contract.
5.2 The transferor shall deliver the patent information specified in Article 5. 1 to the transferee when signing this contract. (Note: As the patent information is ready-made, the transferor is required to submit it when signing the contract. )
5.3 During the validity period of the contract, if both parties improve and develop the technologies involved in the contract products, both parties shall provide the other party with the technical data of improvement and development free of charge.
5.4 The ownership of the improved and developed technology belongs to the improving and developing party, and the other party may not apply for a patent or transfer it to a third party by using these technical data.
Article 6 Infringement and Warranty
6. 1 The transferor guarantees that it is the legal holder of all patented technologies and patent materials in this contract and has the right to transfer them to the transferee. During the execution of the contract, if a third party accuses of infringement, the transferor shall be responsible for negotiating with the third party and bear all legal and economic responsibilities arising therefrom.
6.2 The Transferor guarantees that the patents involved in this contract are valid and legal during the execution of this contract. Where the patent expires early due to the reasons of the transferor, the transferor shall repay the fees paid by the transferee after the patent expires, and pay the transferee with interest at the annual rate of ××% together with the principal.
6.3 During the validity of the contract, Licensor shall pay the patent maintenance fee on time according to the relevant regulations of China Patent Office to maintain the validity of the patent.
6.4 During the execution of the contract, if the legal nature of the patent involved in this contract changes, Licensor shall immediately notify the transferee in writing, and then both parties shall negotiate to execute this contract.
Article 7 Taxes and fees
7. 1 All taxes and fees levied by the governments of People's Republic of China (PRC) and China in accordance with their current tax laws in connection with the execution of this contract shall be borne by the transferee.
7.2 All taxes and fees levied by the governments of People's Republic of China (PRC) and China in accordance with their current tax laws in connection with the execution of this contract shall be borne by the transferor.
Article 8 Settlement of disputes
8. 1 All disputes arising from or related to the execution of this contract shall be settled by both parties through friendly negotiation.
8.2 If negotiation fails, the case shall be submitted to Suzhou Arbitration Commission for arbitration.
8.3 The arbitral award is final and binding on both parties.
8.4 Arbitration fees or legal fees shall be borne by the losing party.
8.5 During the dispute settlement, except for the part under arbitration, other parts of the contract will continue to be executed.
Article 9 Entry into force of contract and others
9. 1 Each party shall apply to its relevant authorities for approval, and the date of approval by the last party shall be the effective date of this contract. Both parties shall do their best to obtain the approval of the contract within 90 days, and then notify each other by telex and confirm by letter.
9.2 If this contract does not come into effect within six months from the date of signing, both parties have the right to cancel the contract. Once this contract is cancelled, the transferee shall return the patent information specified in Article 5.2 to the transferor.
9.3 The validity period of this contract is * * * years from the effective date of this contract, and this contract will automatically become invalid after the expiration of the validity period.
9.4 After the expiration of this contract, if the patent involved in this contract is still valid, the transferee shall not continue to use the patent. If it is necessary 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 this contract also becomes invalid, the transferee may continue to use the patent without paying any fees to the transferor.
9.5 After the expiration of this contract, the outstanding creditor's rights and debts incurred by both parties shall not be affected by the expiration of this contract, and both parties shall continue to perform their respective responsibilities.
9.6 During the execution of the contract, any change, modification, addition or deletion of the terms of the contract must be agreed by both parties through consultation and signed in writing, which is an integral part of the contract and has the same effect as the contract.
9.7 This contract consists of articles 1 to 9 and annexes 1 to 4. The text and annexes of this contract are inseparable parts and have the same legal effect.
9.8 This contract is written in English in quadruplicate, with each party holding two copies. During the validity of the contract, the communication between the two parties shall be conducted in English, and the formal notice shall be in writing and sent by registered airmail in duplicate. The legal addresses of both parties to the contract are as follows:
A. transferee: ×××× company
Address: XX Street, XX City, XX County.
Remote transmission: ×××××××
Chuan Zhen: ×××××××
B. Transferor: XXX Company
Address: XX Street, XX City, XX County.
Remote transmission: ×××××××
Chuan Zhen: ×××××××
Representative of the transferee: representative of the transferor:
(signature) (signature)