Preface (in view of terminology)
—— Whereas Licensor (name or name note: must be consistent with the legal document of the licensed patent) owns (patent name note: must be consistent with the legal document of the patent) the patent is (service invention creation or non-service invention creation), the patent is (nine digits), and WeChat official account is (eight digits including the last letter), and the filing date is (year, month and year).
Date, the date of authorization is year month day, and the legal expiration date of the patent is
Year month day. And have the technical secrets and technologies involved in the implementation of patents;
—— In view of the fact that the licensee (name or name) belongs to an enterprise, institution, social organization or individual in this field, has conditions such as factory buildings, equipment and personnel, has a certain understanding of the patented technology of the licensor, and hopes to obtain permission to implement the patented technology (as well as the technical secrets and processes involved). );
-Whereas Licensor agrees to grant the requested license to Licensee;
Both parties agree to sign this contract.
Article 1 Nouns and Terms (Definitions)
The nouns and terms involved in this paper are all those that need to be defined when signing a contract. For example:
Patents-The patents referred to in this contract are the patent numbers of invention patents (or utility model patents or design patents) licensed by Licensor and accepted by China Patent Office;
Name of invention:.
Proprietary technology-refers to the technology needed for the implementation of contract patents, which is helpful to maximize the use of contract technology in industrial production and does not enter the public domain.
Technical data-refers to all patent application documents and technical secrets related to patent implementation, as well as technical data such as design drawings, process drawings, process formulas, process flows, and lists of tooling and equipment required for manufacturing contract products.
Contract product-refers to the product produced by Licensee using the licensed technology provided in this contract, and its product name is:.
Technical services-refers to the services provided by Licensor for Licensee to implement the contract, including imparting technology and training personnel.
Sales volume-refers to the total amount of contract products sold by the licensee.
Net sales-refers to sales less packaging fees, transportation fees, taxes, advertising fees and commercial discounts.
Net profit-refers to the profit after deducting costs and taxes from the total sales of the contract products.
Improved technology-refers to the improved technology based on the technology licensed by Licensor to Licensee.
General license for exploitation-refers to that while the Licensor licenses the Licensee to exploit the patented technology within the time limit, area and technical field agreed in the contract, the Licensor reserves the right to exploit the patented technology, and may continue to license any unit or individual other than the Licensee to exploit the patented technology.
Exclusive exploitation license-refers to that while Licensor licenses Licensee to exploit the patented technology within the time limit, region and technical field agreed in the contract, Licensor reserves the right to exploit the patented technology, but shall not license any unit or individual other than Licensee to exploit the patented technology.
Exclusive license-refers to that the licensor licenses the licensee to exploit the patented technology within the time limit, region and technical field agreed in the contract, and no unit or individual may exploit the patented technology except the licensor and any licensee.
Sub-licensing-Licensee licenses the patented technology involved in this contract to a third party with the consent of Licensor.
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Article 2 Ways and scope of patent licensing
The licensing method of this patent is exclusive license (exclusive license, general license, cross license and sub-license);
The licensed scope of a patent is to manufacture (use and sell) its patented products in a certain area; (or) use its patented method, and use and sell the products directly obtained according to the patented method; (or) importing its patented products (or) importing products directly obtained according to its patented method.
Article 3 The technical content of a patent
Licensor shall provide Licensee with the patent number and patent name.
All patent documents (see Annex 1), as well as process flow documents necessary for the implementation of the patent (see Annex 2), equipment list for manufacturing the patented product (or equipment directly provided) (see Annex 3), technical secrets involved in the implementation of the patent (see Annex 4) and other technologies (see Annex 5).
Article 4 Delivery of Technical Data
1, technical data delivery time
After the contract comes into effect, Licensor will collect royalties (entry fee) paid by Licensee. 10,000 USD), Licensor shall deliver to Licensee all the materials mentioned in Article 3 of this Contract, that is, all the materials shown in Annex (1~5).
Within days from the effective date of this contract, Licensor shall deliver to Licensee all (or part of) the technical data mentioned in Article 3 of this contract, that is, all the data shown in Annex (1~5).
2. Delivery method and place of technical data
Licensor shall submit all technical materials to Licensee by face-to-face, registered mail or air transport, and submit the list of materials to Licensee by face-to-face, mail or fax, and submit the air waybill to Licensee by face-to-face or mail.
The delivery place of technical data shall be the location of Licensee or the place agreed by both parties.
Article 5 Usage fees and payment methods
1. The usage fee involved in this contract is (? , $) yuan. In the form of one-time payment, within days from the effective date of the contract, Licensee shall remit all royalties to Licensor's account or pay them to Licensor in cash.
2. The usage fee involved in this contract is (? , $) yuan. By installment, within days after the contract comes into effect, the recipient will pay% of the use fee, that is, (? , $) to Licensor, and then pay% after Licensor instructs Licensee to produce qualified prototype. , $) yuan. Until it is paid in full.
Licensee will remit the royalty to Licensor's account or pay it to Licensor in cash within the above period.
3. Total usage fee (? , $) yuan, by installment.
Payment on the effective date of the contract (? , $) yuan
Pay within months from the effective date of the contract (? , $) yuan
Pay again within the month (? , $) yuan
Finally paid in days (? , $) yuan, until paid in full.
Licensee will remit the royalty to Licensor's account or pay it to Licensor in cash according to the above period.
Royalty consists of two parts: entry fee and sales commission.
Pay the registration fee on the effective date of the contract. , $) yuan,
Sales will be increased to% (generally 3-5%) and settled once a month (or every six months or at the end of each year).
Licensee will remit the royalty to Licensor's account or pay it to Licensor in cash according to the above period.
5. The commission consists of two parts: entry fee and profit commission (the commission and payment method are the same as 4).
6. The royalty of the patent shall be calculated by sharing the patented technology, and the licensee and licensor shall jointly contribute (? For the contract products manufactured jointly with USD 10,000,000, the share of Licensor in patented technology accounts for% of the total investment (generally not more than 20%), and the profit will be distributed according to the dividend system in the first year.
Payment method is bank transfer (collection, cash payment, etc.). ). The place of cash payment is generally the place where the contract is signed.
7. In cases 4, 5 and 6, Licensor has the right to consult the relevant accounts of Licensee's implementation of the contract technology.
Article 6 Acceptance Criteria and Methods
1. Under the guidance of Licensor, produce contract products (pieces, tons, etc.). ) must meet the technical performance and quality indicators provided by Licensor (see Annex 6 for specific indicators and parameters) and meet the requirements.
international standard
national standard
Professional standards
2. Acceptance of contract products. Licensee entrusts the national (or a certain level) inspection department to carry out inspection, or Licensee organizes acceptance, and Licensor participates and actively cooperates, and the expenses required shall be borne by Licensee.
3. If the unqualified acceptance is due to the technical defects of Licensor, Licensor shall be responsible for proposing measures to eliminate the defects.
If the second acceptance is still unqualified and Licensor cannot eliminate the defects, Licensee has the right to terminate the contract, and Licensor shall return the royalties and compensate Licensee for some losses.
4. If the contract products fail to pass the acceptance due to the responsibility of Licensee, Licensor shall assist Licensee to remedy. If the re-acceptance still fails, and the Licensee cannot implement the contract technology, the Licensor has the right to terminate the contract without returning the royalties.
5. After the acceptance of the contract products, both parties shall sign the acceptance report.
Article 7 Confidentiality of technical secrets
1. Licensee shall not disclose the technical secrets to any third party other than both parties (and sub-licensors) of this contract not only within the validity period of this contract, but also at any time after the validity period (Annex 4).
2. The specific personnel of the licensee who have access to the technical secret shall sign a confidentiality agreement with the legal representative of the licensee to ensure that it does not violate the requirements of the preceding paragraph.
3. Licensee shall properly keep Annex 4 (if in the safe).
4. Licensee shall not copy Annex 4 without permission. After the execution of the contract, or if the contract is terminated or changed for any reason, Licensee shall return Annex 4 to Licensor.
Article 8 Technical Services and Training (This article can be signed as an ancillary contract)
1. Licensor shall be responsible for teaching the contract technology to Licensee after the contract comes into effect and answering questions raised by Licensee about the implementation of the contract technology.
2. When the Licensee implements the patent application technology, the Licensor shall send qualified technicians to the Licensee's site for technical guidance and be responsible for training the specific staff of the Licensee.
Licensee's personnel trained by Licensor shall meet the reasonable requirements put forward by Licensor. (Criteria for determining trainees)
3. Licensee may send personnel to Licensor for training and technical guidance.
4. The quality of technical services and training shall be subject to the trainees' mastery of technology. (Determine specific standards)
5. All expenses arising from technical services and training, such as travel expenses and meals, shall be borne by the Licensee.
6. After Licensor completes the technical service and training, both parties will accept and sign the acceptance certificate.
Article 9 Provision and Sharing of Subsequent Improvements
1. Within the validity period of the contract, either party shall promptly notify the other party of the technical improvement of the contract;
2, there is a substantial improvement and development, the right to apply for a patent shall be agreed by the parties to the contract. If there is no agreement, the right to apply for a patent belongs to the improving party, and the other party has the right to license or use the technology for free at a preferential price;
3. It is a small improvement on the original basis, and both parties provide each other with free use;
4. When the improved technology has not been patented, the other party shall bear the obligation of confidentiality for the improved technology, and shall not disclose, license or transfer the improved technology to others without permission.
5. It is a major improvement made by both parties, and the right to apply for a patent belongs to both parties, unless otherwise agreed.
Article 10 Breach of Contract and Claims
To Licensor:
1. If Licensor refuses to provide technical data, technical services and training stipulated in the contract, Licensee has the right to terminate the contract and demand Licensor to return the royalties and pay liquidated damages.
2. If Licensor fails to deliver technical data, provide technical services and training to Licensee without justifiable reasons, it shall pay liquidated damages to Licensee for each week overdue, and the overdue time shall exceed.
(specific time), the licensee has the right to terminate the contract and demand the return of royalties.
3. In the exclusive license, the licensor licenses the patented technology to a third party other than the licensee, and the licensee has the right to terminate the contract and demand payment of liquidated damages.
4. In the exclusive exploitation license, the Licensor will exploit or license the patented technology to a third party other than the Licensee, and the Licensee has the right to request the Licensor to stop such exploitation or license, and also has the right to terminate this contract and demand the Licensor to pay liquidated damages.
For Licensee:
1. If Licensee refuses to pay the royalties, Licensor has the right to terminate the contract, demand the return of all technical data, and demand compensation for its actual losses and payment of liquidated damages.
2. If Licensee delays the payment of royalties, Licensee shall pay liquidated damages to Licensor for each overdue period (specific time); In case of overdue (specific time), Licensor has the right to terminate the contract and demand payment of liquidated damages.
3. If the Licensee breaches the contract and expands the licensed scope of the licensed technology, the Licensor has the right to require the Licensee to stop the infringement, compensate the losses and pay liquidated damages; And have the right to terminate the contract.
4. If Licensee breaches the confidentiality obligation of this contract, which leads to the disclosure of Licensor's technical secrets, Licensor has the right to require Licensee to immediately stop the breach and pay liquidated damages.
Article 11 Infringement Treatment
1. If a third party accuses Licensee of technical infringement within the validity period of the contract, Licensor shall bear all legal responsibilities;
2. When any party to the contract finds that a third party infringes the patent right of Licensor, it shall notify the other party in time, and Licensor shall negotiate with the infringer with the assistance of Licensee, or be responsible for making a request to the patent management authority or bringing a lawsuit to the people's court.
Article 12 Disposal of revocation and invalidation of patent right
1. Within the validity period of the contract, if the patent right of Licensor is revoked or declared invalid, if there is no obvious violation of the principle of fairness, and Licensor does not maliciously cause losses to Licensee, Licensor does not need to return the royalties to Licensee.
2. During the validity period of the contract, if the patent right of Licensor is revoked or declared invalid, Licensor shall return all the royalties and terminate the contract because Licensor intentionally causes losses to Licensee or obviously violates the principle of fairness.
Article 13 Force Majeure
4. In case of force majeure (such as fire, flood, earthquake, war, etc.). ) Not affected by the will of both parties, both parties shall:
(1) Take appropriate measures to reduce losses;
(2) inform the other party in time;
(3) During the (event) period, issue a certificate that the contract cannot be performed;
2. In case of force majeure, the performance of this contract shall be postponed within (reasonable time);
3. In case of force majeure, the contract can only perform a certain part (specific terms);
4. In case of force majeure, the contract will be terminated if the duration exceeds (specific time).
Article 14 Taxes and fees
1. If both Licensor and Licensee are China citizens or legal persons, the royalties payable under this contract shall be paid by Licensor according to the tax laws of People's Republic of China (PRC) and the state;
2. If Licensor is an overseas resident or unit, Licensor shall pay taxes according to the National Tax Law of People's Republic of China (PRC) and the Income Tax Law of People's Republic of China (PRC) on Enterprises with Foreign Investment and Foreign Enterprises;
3. If the Licensor is a citizen or legal person of China and the Licensee is an overseas unit or individual, the tax shall be paid in accordance with the tax laws of the other country or region.
Article 15 dispute settlement methods
1. Any dispute arising from the performance of this contract shall be settled by both parties through friendly negotiation according to the terms of this contract;
2. If both parties fail to reach an agreement, they shall submit it to the patent administration organ for mediation; If he refuses to accept the mediation decision, he shall bring a lawsuit to the people's court;
3. In case of dispute between the two parties, if negotiation fails, they shall bring a lawsuit to the people's court;
4. In case of dispute between the two parties and no settlement can be reached, it shall be submitted to the Arbitration Promotion Committee for arbitration;
Note: Only one of 2, 3 and 4 can be selected.
Article 16 Entry into force, modification and termination of a contract
1. This contract shall come into effect as of the date of signature and seal by both parties, and the contract shall be valid for years (not exceeding the patent validity period).
2. (Exclusive License Contract) If the licensee fails to implement the patented technology without justifiable reasons, this contract will be changed to a general license contract after it comes into effect.
3. If this contract cannot be performed normally due to the reasons of the Licensee, this contract will be terminated, or both parties agree to change the relevant terms of this contract.
Article 17 Others
What is not in the first sixteen articles, but needs special agreement, such as:
Other special agreements, including how to solve unforeseen technical problems and how to solve unforeseen legal problems.