Patent licensing contract format
Licensee: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Licensor: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Licensor is the sole patentee of China patent number. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Licensee agrees to obtain the above patent license from Licensor. Both parties reached the following terms through consultation:
Article 1 Types of licenses
This license is exclusive.
2. Licensor shall not manufacture, use or sell the licensed products in the contract area listed in Article 3.
3. Licensee has the right to grant sub-licenses.
4. This exclusive license shall not be transferred without the permission of Licensor.
Article 2 Scope of application of technology
1. Licensor determines that the protection scope of the patent is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
2. Licensor has used _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
3. The full technical use scope of the _ _ _ _ patent is the technical use scope permitted by this contract.
Article 3 Contract Area
1. This exclusive license is granted to the following regions: _ _ _ _ _ _ _.
2. Licensee shall not manufacture, use or sell the licensed products in other areas outside the above-mentioned areas.
3. Licensee may export the licensed products to the following countries: _ _ _ _ _ _ _.
Article 4 Technical assistance
1. Licensor is obliged to provide Licensee with the technical data necessary for the implementation of the patent.
2. Licensor is responsible for accepting and arranging the training of Licensee's technical personnel in Licensor's enterprise. Licensor shall do its best to meet the training requirements of Licensee, so that the personnel of Licensee can master the patented technology of _ _ _ _ _ _. See the annex to this contract for specific requirements.
3. Licensor is responsible for sending technicians to provide technical services to Licensee's enterprises. See Annex 3 of this contract for specific requirements.
Article 5 Improvement of patented technology
1. Licensor is obliged to inform Licensee of all improvements of patented technology within the validity period of the contract and provide them to Licensee for use. The use fee shall not be increased as a result.
2. The improvement of the patented technology by the Licensee does not require the consent of the Licensor, but it must be notified to the Licensor. Licensor has the right to use the improvement results of Licensee after paying an appropriate fee.
3. If the improvement result of Licensee is patented, Licensee has the right to file a patent application. After the patent right is approved, it belongs to the licensee.
Article 6 Licensor's Warranties
Licensor warrants to Licensee that at the time of signing this Contract, the patent right does not have the following defects:
1. Patent right is bound by real right or mortgage;
2. The implementation of this patent right is restricted by another existing patent right;
3. The existence of patent priority;
4. There is a compulsory license;
5. There are cases where the government adopts "planned promotion license";
6. The invention under this patent right is illegal income.
When this contract is signed, if Licensor fails to truthfully inform Licensee of the above-mentioned rights defects, Licensee has the right to refuse to pay royalties and demand Licensor to compensate for the extra fees paid.
Article 7 Maintenance and protection of patent right
1. Licensor has the obligation to safeguard the patent right and pay the annual fee.
2. When Licensor intends to give up the patent right, it must inform Licensee in time. Licensee has the right to obtain the patent right waived by Licensor free of charge.
Both licensor and licensee have the right to sue the third party for patent infringement. If one party files a lawsuit, the other party should support it. The party that decides to prosecute shall bear the cost of prosecution, and the proceeds from winning the case shall also belong to it. If both parties to the contract agree to jointly file a lawsuit, the expenses and benefits arising therefrom shall be shared according to the following proportion: _ _ _ _ _ _ _ _ _% of Licensor and _ _ _ _ _ _ _ _ _% of Licensee.
Article 8 Fulfilling obligations
1. Licensee undertakes the obligation to exploit the patent.
2. Licensee does not undertake the obligation not to manufacture and sell products competitively.
Article 9 Mode of payment
Pay the license fee to Licensor in the amount of _ _ _ _ _ _ _ _ _, and pay it in installments according to the following dates: _ _ _ _ _ _ _.
(Note: In the case of paying royalties, both parties can agree as follows: a. Pay _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Royalty is paid once a year, and the date of payment is before _ _ _ _ _ _ _ _ every year. )
Article 10 Taxes and fees
1. All taxes and fees incurred outside Licensee's country due to the performance of this contract shall be borne by Licensor.
2. The income obtained by Licensor in China due to the performance of this contract must be taxed according to the tax laws of China. The tax shall be deducted by Licensee at each payment, and a copy of the receipt from the Inland Revenue Department shall be submitted to Licensor.
Article 11 licensor's liability for breach of contract
1. If the patent right is invalid due to the licensor's failure to pay the annual patent fee, it shall pay the licensor liquidated damages.
2. If Licensor fails to deliver technical information and provide technical guidance within two months, Licensee has the right to terminate the contract. Licensor shall return royalties and pay liquidated damages.
3. If the licensor enters into a patent licensing contract with others for the same patent within the scope of the licensee's license to exploit the patent, it shall return the illegal income and pay the liquidated damages.
4. If Licensor implements the patented technology by itself within the scope of the patent licensed by Licensee, it shall stop the implementation and pay liquidated damages to Licensee.
Article 12 Licensee's Liability for Breach of Contract
1. If the licensee fails to pay the technology use fee within two months, the licensor has the right to terminate the contract. The Licensee shall pay the royalties and pay the liquidated damages amounting to _ _ _ _ _ _ _.
2. If the licensee exploits the patent beyond the scope agreed in the contract, or enters into a re-transfer license contract with others without the permission of the licensor, it shall return the illegal income and pay the liquidated damages.
Article 13 representations and warranties
Licensor:
1. Licensor is an enterprise established and existing according to law, and has the right to sign and have the ability to perform this contract.
2. All procedures required for Licensor to sign and perform this contract have been completed and are legal and effective.
3. At the time of signing this contract, no court, arbitration institution, administrative organ or regulatory body has made any judgment, ruling, ruling or specific administrative act that may have a significant adverse impact on Licensor's performance of this contract.
4. The internal authorization procedures required for Licensor to sign this contract have been completed, and the signatory of this contract is the legal representative or authorized representative of Licensor. After this contract comes into effect, it is legally binding on both parties.
Licensee:
1. Licensee is an enterprise established and existing according to law, and has the right to sign and have the ability to perform this contract.
2. All procedures required for the Licensee to sign and perform this contract have been completed and are legal and effective.
3. At the time of signing this contract, no court, arbitration institution, administrative organ or regulatory body has made any judgment, ruling, ruling or specific administrative act that may have a significant adverse impact on Licensee's performance of this contract.
4. The internal authorization procedures required for Licensee to sign this contract have been completed, and the signatory of this contract is the legal representative or authorized representative of Licensee. After this contract comes into effect, it is legally binding on both parties.
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 that cannot be obtained through public channels. Without the consent of the original provider of the trade secret, one party shall not disclose all or part of the trade secret to any third party. Unless otherwise stipulated by laws and regulations or otherwise agreed by both parties. The confidentiality period is _ _ _ _ _ years.
If one party violates the above confidentiality obligations, it shall bear the corresponding liabilities for breach of contract and compensate the losses caused thereby.
Article 15 Force Majeure
Force majeure as mentioned in this contract refers to unforeseeable, insurmountable and unavoidable objective events that have a significant impact on one party, including but not limited to natural disasters such as floods, earthquakes, fires and storms, and social events such as wars, turmoil and government actions.
If the contract cannot be performed due to force majeure, the party with force majeure shall immediately notify the other party of the accident in writing. And shall provide the details of the accident and the written materials that cannot perform the contract or need to be postponed within _ _ _ _ _ years.
Article 16 Notice
1. All notices to be issued under this contract, document exchange between both parties and notices and requirements related to this contract must be in written form and can be delivered by _ _ _ _ _ _ _ (letter, fax, telegram, face-to-face delivery, etc.). ). If the above methods cannot be delivered, you can take the form of announcement.
2. The mailing 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 uninformed party shall bear the corresponding responsibilities arising therefrom.
Article 17 Handling of disputes
1. This contract shall be governed by and interpreted in accordance with the law.
2. Disputes arising from the performance of this contract shall be settled by both parties through consultation, or mediated by relevant departments; If negotiation or mediation fails, it shall be settled in the following _ _ _ _ _ _ _ way:
(1) Submit to _ _ _ _ _ _ _ Arbitration Commission for arbitration;
(2) bring a lawsuit to the people's court according to law.
Article 18 Interpretation
The understanding and interpretation of this contract should be based on the purpose of the contract and the original intention of the text. The title of this contract is only for the convenience of reading and shall not affect the interpretation of this contract.
Article 19 Supplements and Annexes
Matters not covered in this contract shall be implemented in accordance with relevant laws and regulations. Where there are no provisions in laws and regulations, both parties may reach a written supplementary agreement. The annexes and supplementary agreements of this contract are an integral part of this contract and have the same legal effect as this contract.
Article 20 the validity of a contract
This contract shall come into effect as of the date when both parties or their legal representatives or authorized representatives sign and affix their official seals. The validity period is _ _ _ _ _ _ _ years, starting from _ _ _ _ _ _ _. The original contract was made on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Licensor (Seal): _ _ _ _ _ _ _ _ _ _ _ _
Licensee (Seal): _ _ _ _ _ _ _ _ _ _ _
Legal representative (signature): _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Signing place: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _