0 1 Keep it confidential.
(1) Confidentiality: Both parties shall clearly stipulate that both parties shall be obligated to keep the patented technology confidential, and neither party shall disclose it without authorization, otherwise it shall bear corresponding responsibilities. However, if the contract is transferred by general license, the licensor will license the patented technology to others for use, which does not violate the confidentiality provisions.
(2) Confidential object: Both parties to the contract should clearly agree on the confidential object, list it in detail and illustrate it with examples, and also agree on some exceptions under certain circumstances.
(3) Scope of confidentiality: both parties to the contract should clearly agree on the scope of confidentiality, which regions and industries should be kept confidential, and some exceptions that should be agreed for some needs.
(4) Both parties to the contract shall strictly limit the scope of personnel who know the business secrets, and make specific agreements by listing or other means.
⑤ Confidentiality method: Both parties shall clearly agree on specific methods and measures to implement confidentiality.
⑥ Secrecy period: The parties should clearly stipulate the specific confidentiality period of confidential matters in the patent licensing contract, instead of only having an estimate without specifying the specific time period and time point.
⑦ Independence of confidentiality clause: Both parties may agree that the confidentiality clause of this contract will remain valid without its restrictions regardless of whether this contract is modified, dissolved or terminated, and each party shall continue to undertake the agreed confidentiality obligations.
(8) If the contents of the contract involve national security, vital interests and other national scientific and technological secrets that need to be kept confidential, the scope, classification and duration of the confidential matters and the confidentiality obligations of all parties shall be clearly defined in the contract.
Patents are highly technical and professional. Therefore, when signing a contract, the terms of the contract must be accurate and clear, and some key terms should be defined or explained to avoid ambiguity. The expression of contract terms must be complete and standardized.
The parties shall clearly agree on the way to accept the patented technology. They can agree to adopt appraisal meeting and expert evaluation, or they can agree that the approval of the licensee is regarded as acceptance.
The parties concerned shall expressly stipulate that all technical contents involved in the patent specification and the scope of rights protection, including process design, technical report, process formula, documents and drawings, shall be submitted when applying for patent exploitation license.
04 acceptance precautions
① Both parties shall clearly agree on the acceptance place, such as the work place of Licensor or the location of Licensee.
(2) No matter what method is agreed in the contract for acceptance, it shall be agreed that the acceptance certificate and documents shall be issued by the acceptance party in duplicate, one for each party.
③ Both parties to the contract shall agree on the acceptance period. After the Licensor delivers the patented technology, the Licensee shall conduct acceptance within a reasonable period after acceptance, and notify the other party of the acceptance result in time.
(4) Both parties should actively seek solutions, instead of passively waiting after disputes arising from unqualified initial inspection. It should be stipulated in the contract that after the initial acceptance of the subject matter of the contract is unqualified, who will be responsible for the acceptance fee and how to share it will be determined through multiple acceptance evaluations.
05 dispute resolution method
The parties may agree to choose one of the four solutions: negotiation, mediation, arbitration and litigation.
(2) Where litigation is agreed, only the domicile of the defendant, the place where the contract is performed, the place where the contract is signed, the domicile of the plaintiff and the jurisdiction of the place where the subject matter of the contract is located can be agreed, and only one court can be agreed. If the agreement is not clear, two or more courts are selected for jurisdiction, or courts other than the above five courts are agreed, or arbitration and litigation are agreed, such dispute settlement clauses are invalid.
(3) If arbitration is agreed, the arbitration institution and arbitration matters shall be clearly agreed.
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