How to write the technology import contract? A technology import contract refers to an agreement between a company, enterprise, organization or individual (the recipient) in the People's Republic of China and a company, enterprise, organization or individual (the supplier) outside the People's Republic of China for the purpose of importing technology. The following are three templates of technology import contract I brought. Welcome to read them.
Technology import contract 1. Format _ _ Technology import contract
Party A: _ _ (enterprises and other organizations in technology exporting countries, indicating their names, legal representatives, registered countries, legal addresses, etc.); Name, sex, age, occupation and address for individuals)
Party B: _ _ _ (enterprises and other organizations in the technology importing country, indicating enterprise name, legal representative and legal address, etc.); For individuals, please specify name, sex, age, occupation and address)
Party A and Party B have reached the following agreement on the transfer of _ _ _ _ (technical name):
Article 1 Party A is the transferor (specify the basic information of Party A); Party b is the transferee (state the basic information of party b)
article 2 the content of technology transferred by party a
(state the technical conditions such as the name, scope, technical indicators and technical data of the transferred technology. The technical object, objective, content, technological process, technological requirements, technical parameters and technical data shall be clearly specified in the contract. )
Article 3 The mode of technology transfer (exclusive transfer or general license shall be specified in the contract)
Article 4 Price and payment terms (the price terms, the currency to be used as the means of payment, the payment stage, etc. shall be specified)
Article 5 Technical acceptance terms (it shall be specified that the technical acceptance includes the acceptance of technical data and the inspection and acceptance of products. It is usually necessary to specify the time, place, frequency, personnel standard and cost of acceptance.
article 6 technology and its rights guarantee clause (specify the various indicators and advanced degree of the technology, and make corresponding commitments to the technical rights related to patent rights, so as to ensure that the imported technology does not have rights disputes.
article 7 technical training and technical services (specify the contents of technical training, which usually includes the number of people, majors, time and duration of training, and the contents, methods and requirements of training. Technical services usually include technical guidance, specialty, number, level and working hours of technical service professionals. )
article 8 technical secrecy provisions (the scope and duration of technical secrecy shall be specified. The confidentiality period generally does not exceed the validity period of the contract.
article 9 rights clause of the transferee (stating the transferee's right to use, manufacture, sell and export the technology, the scope and conditions of exercising the rights, etc.).
article 1 force majeure events and exemption conditions (force majeure clauses mainly include the scope, consequences, treatment and exemption scope of force majeure). Force majeure should generally be an event that the parties cannot foresee when concluding a contract, and the consequences of which cannot be avoided and overcome. Force majeure events can be divided into two categories, namely, force majeure caused by natural reasons and force majeure caused by social reasons. These issues must be clearly defined in the contract.
Article 11 Liability for breach of contract (including the constitution of breach of contract, remedy for breach of contract, claim method, dispute settlement method, etc.). )
article 12 dispute settlement and application of law
all disputes arising from or related to the execution of this contract shall be settled by both parties through friendly negotiation; If no settlement can be reached through consultation, the case shall be submitted to the Foreign Economic and Trade Arbitration Commission of China Council for the Promotion of International Trade for arbitration in accordance with its provisional rules of arbitration procedure. The arbitral award is final and binding on both parties.
(or provision: all disputes arising from or related to the execution of this contract shall be settled by both parties through friendly negotiation. If negotiation fails, the case shall be submitted to an arbitration institution in _ _ _ _ country for arbitration according to its arbitration procedures. The arbitral award is final and binding on both parties. )
arbitration shall be conducted in accordance with the laws of China.
article 13 effective period and termination of the contract
this contract shall come into effect on _ _ _ _ _ _. Termination due to _ _ _ (specify the reason for termination).
Article 14 Modification and dissolution of the contract
(specify the conditions for modification and dissolution of the contract)
Article 15 The text of the contract is in Chinese and English (other languages are also acceptable). In case of any discrepancy, the Chinese version shall prevail.
article 16 for matters not covered in this contract, both parties shall sign a supplementary agreement through consultation. The supplementary agreement has the same effect as this contract.
party a: (seal) party b: (seal)
legal representative: (signature) legal representative: (signature)
2. description
technology import contracts refer to companies, enterprises and organizations within the people's Republic of China. According to the Regulations on the Administration of Technology Import Contracts and its detailed rules for implementation, the following issues should be paid attention to when signing a technology import contract:
(1) The basic information of the contract should be listed, including the name of the contract, the name of the party, the domicile (or legal address), nationality, and the time and place of signing. The name of the contract should accurately reflect the nature, characteristics and contents of the contract, so as to facilitate people to understand the whole contract. The name of the party (or name) should be consistent with the unit or individual who actually undertakes the rights and obligations of the contract, which is a problem that we should pay more attention to when signing with the subsidiary of a foreign head office. The legal address (or domicile) of the parties and the place where the contract is signed often become the place where the technical data are delivered, and may also become the arbitration place or legal litigation place where the contract disputes arise, so it should be clear and specific.
(2) Define the meanings of key words used in the contract. Key words used in the contract can be explained by definition clauses. The parties to a technology import contract belong to different countries, languages and laws. In order to prevent possible differences in the execution of the contract, it is necessary to clearly and specifically explain those words that are easily confused, such as proprietary technology, technical data, quality standards, net sales, technical improvement and so on.
(3) The technology import contract shall follow the principle of equality and mutual benefit. Without the special approval of the examination and approval authority, the contract shall not contain the following restrictive clauses: ① Require the recipient to accept incidental conditions unrelated to technology, including purchasing unnecessary technology, technical services, raw materials, equipment or products; (2) Restrict the recipient from freely purchasing raw materials, spare parts or equipment from different sources; ③ Restrict the recipient from developing and improving the introduced technology; (4) restrict the recipient from obtaining similar technologies from other sources or competing with similar technologies; ⑤ The conditions for the two sides to exchange improved technologies are not equal; ⑥ Restrict the quantity, variety or sales price of products produced by the recipient by using imported technology; ⑦ Unreasonably restrict the sales channels or export markets of the recipient; (8) Prohibit the recipient from continuing to use the imported technology after the expiration of the contract; Pet-name ruby requires the licensee to pay remuneration or undertake obligations for unused or invalid patents.
(4) The imported technology must meet the conditions stipulated by law, otherwise the contract will be invalid. Regarding the conditions that imported technology should meet, Article 3 of the Regulations on the Administration of Technology Import Contracts clearly stipulates that it must be advanced and applicable, and it should meet more than one of the following requirements: ① it can develop and produce new products; ② It can improve product quality and performance, reduce production cost and save energy or materials; (3) is conducive to make full use of domestic resources; ④ It can expand the export of products and increase foreign exchange income; ⑤ Conducive to environmental protection; ⑥ Conducive to production safety; ⑦ Conducive to improving management; Being helpful to improve the level of science and technology. When signing a contract, the parties should pay attention to whether these requirements are met.
model technology import contract
party a: _ _ (name, legal representative, registered country, legal address, etc. of enterprises and other organizations in the technology exporting country; If it is an individual, write down the name, gender, age, occupation and address)
Party B: _ _ (enterprises and other organizations in the technology importing country, indicating the name, legal representative, legal address, etc.); If it is an individual, write down the name, gender, age, occupation and address)
Party A and Party B have reached the following agreement on the transfer of _ _ _ _ (technical name):
Article 1 Party A is the transferor (state the basic information of Party A); Party b is the transferee (state party b's
basic information)
article 2 the content of technology transferred by party a
(state the technical conditions such as the name, scope, technical indicators and technical data of the transferred technology. The technical object, objective, content, technological process, technological requirements, technical parameters and technical data shall be clearly specified in the contract. )
Article 3 Method of technology transfer (specify whether it is transfer or general license in the contract)
Article 4 Price and payment terms (specify the price terms, the currency to be used as the means of payment, and the stage of payment, etc.)
Article 5 Technical acceptance terms (specify that technical acceptance includes technical data acceptance and product inspection acceptance. It is usually necessary to specify the time, place, frequency, personnel standard and cost of acceptance.
article 6 technology and its rights guarantee clause (specify the various indicators and advanced degree of the technology, and make corresponding commitments to the technical rights related to patent rights, so as to ensure that the imported technology does not have rights disputes.
article 7 technical training and technical service clauses (specify the content of technical training, which usually includes the number of trainees, majors, time and duration, and the contents, methods and requirements of training. Technical services usually include technical guidance, specialty, number, level and working hours of technical service professionals. )
article 8 technical secrecy provisions (the scope and duration of technical secrecy shall be specified. The confidentiality period is generally not more than the same effective period.
article 9 rights clause of the transferee (stating the transferee's right to use, manufacture and sell the technology, the provisions on the exit, the scope and conditions for exercising the rights, etc.).
article 1 force majeure events and exemption conditions (the force majeure clauses mainly include the scope, consequences, treatment and exemption scope of force majeure). Force majeure should generally be an event that the parties can't foresee when concluding a contract, and its consequences can't be avoided and overcome. Force majeure events can be divided into two categories, namely, force majeure caused by natural reasons and force majeure caused by social reasons. These issues must be clearly defined in the contract.
Article 11 Liability for breach of contract (including the constitution of breach of contract, remedy for breach of contract, claim method, dispute settlement party
, etc. )
article 12 dispute settlement and application of law
all disputes arising from the execution of this contract or related to this contract shall be settled by both parties through friendly negotiation. If negotiation fails, the case shall be submitted to an arbitration institution in _ _ _ _ country for arbitration according to its arbitration procedures. The arbitral award is final and binding on both parties.
arbitration shall be conducted in accordance with the laws of China.
article 13 effective period and termination of the contract
this contract shall come into effect on _ _ _ _ _ _. Termination due to _ _ _ (specify the reason for termination).
Article 14 Modification and dissolution of the contract
(specify the conditions for modification and dissolution of the contract)
Article 15 The text of the contract is in Chinese and English (other languages are also acceptable). In case of any discrepancy,
Chinese shall prevail.
article 16 for matters not covered in this contract, both parties shall sign a supplementary agreement through consultation. The supplementary agreement has the same effect as this contract.
Party A: (Seal) Party B: (Seal)
Legal representative: (Signature) Legal representative: (Signature)
Note:
According to the Regulations of the People's Republic of China on the Administration of Technology Import and Export, technologies that are prohibited from being imported shall not be imported. Where the import of technology is restricted, a license shall be obtained, and an application for technology import shall be submitted to the competent foreign trade and economic cooperation department of the State Council with relevant documents attached. Where the technology import project needs to be approved by the relevant departments, the approval documents of the relevant departments shall also be submitted.
A technology import contract shall not contain the following restrictive clauses:
(1) Require the transferee to accept the incidental conditions that are not essential for technology import, including the purchase of non-essential technologies, raw materials, products, equipment or services;
(2) requiring the transferee to pay royalties or undertake relevant obligations for the technology whose patent right expires or whose patent right is declared invalid;
(3) restricting the transferee from improving the technology provided by the transferor or restricting the transferee from using the improved technology;
(4) restricting the transferee from obtaining technology similar to or competing with the technology provided by the transferor from other sources;
(5) unreasonably restricting the channels or sources for the transferee to purchase raw materials, spare parts, products or equipment;
(6) unreasonably restricting the production quantity, variety or sales price of the transferee's products;
(7) unreasonably restricting the export channels of products produced by the transferee using imported technology.
model technology import contract
party a: _ _ _ _ _ _ (enterprises and other organizations in technology exporting countries, indicating their names, legal representatives, countries of registration, legal addresses, etc.); For individuals, please indicate their name, gender, age, occupation and address)
Party B: _ _ _ _ _ _ (enterprises and other organizations in the technology importing country, please indicate their name, legal representative and legal address, etc.); Personal name, gender, age, occupation and address)
Party A and Party B have reached an agreement on the transfer of _ _ _ _ _ _ _ (technical name) as follows:
Article 1 Party A is the transferor: _ _ _ _ _ _ _ _ (state the basic information of Party A); Party b is the transferee: _ _ _ _ _ _ (state the basic information of party b)
article 2 the content of technology transferred by party a: _ _ _ _ _ _ (state the technical conditions such as the name, scope, technical indicators and technical data of the transferred technology. The technical object, objective, content, technological process, technological requirements, technical parameters and technical data shall be clearly specified in the contract. )
article 3: _ _ _ _ _ _ _ (whether it is transfer or general license, it shall be specified in the contract)
article 4: price and payment terms: _ _ _ _ _ _ _ _ (the price terms, the currency to be used as the means of payment, the stage of payment, etc.)
article 5: technical acceptance. Usually it's necessary to regulate