How can the technology transfer contract take effect?

In real business affairs, if an enterprise wants to adopt a technology, it can buy it from the technology owner to enhance its competitiveness. When purchasing technology, a patent technology transfer contract is usually signed, so how can the technology transfer contract take effect? Bian Xiao answers your questions. How does the technology transfer contract come into effect? 1. What are the elements of the contractual effect of technology transfer? According to the Provisions on the Recognition of Technology Contracts, the conditions for the recognition of technology transfer contracts are: (1) the technological achievements that the parties to the contract have mastered when concluding the contract, including invention-creation patents, technical secrets and other intellectual property achievements. (2) The subject matter of the contract is complete and practical, and the relevant technical contents should constitute technical solutions for improving products, processes, materials and varieties. (3) The parties have a clear agreement on the ownership of the intellectual property rights of the subject matter of the contract. At the same time, the Rules for the Identification of Technology Contracts also stipulates that the subject matter of a technology contract is a technical secret and should meet the following conditions: (1) Not known to the public. (2) It can bring economic benefits to the obligee. (3) strong practicability. (4) The obligee has taken confidentiality measures. All or substantial parts of technical secrets have been made public, that is, they can be obtained directly from public information channels, and should not be regarded as technology transfer contracts. Scope of use in technology transfer contract Article 343rd of the Contract Law stipulates that a technology transfer contract may stipulate the scope for the transferor and the transferee to exploit the patent or use the technical secret, but it shall not restrict the technological competition and development. Generally speaking, a technology transfer contract can stipulate the scope of use in the following aspects: (1) restrictions on the right to use: the parties to a technology transfer contract can stipulate the right to use patents or technical secrets. The right to use patents and technical secrets can be divided into general license, exclusive license and exclusive license according to whether the licensor can use them for himself or allow others to use them within the geographical scope discussed in detail. (2) Term of use: The parties to a technology transfer contract may stipulate the term of use of the patent or technical secret. If the contract has no agreed time limit or the agreement is unclear, the transferee is not limited by the time limit for exploiting the patent or using the technical secret. However, the term of the patent exploitation license stipulated in the contract shall not exceed the whole patent term. (3) Restrictions on the use area: The parties to a technology contract may agree on the use area of the patented technology or technical secret, or on the manufacture, use and sale area of products related to the implementation of the patented technology or the use of technical secret. If there is no agreement in this respect in the contract, it shall be deemed that the transferee has the right to exploit the patented technology in any part of the country or region where the patent is granted and use the technical secret in any part of the world. The geographical restrictions in the technology transfer contract are different from those in the patent right itself. The geographical restriction of the patent right itself means that the patent is only valid in the granting country, which is a legal principle and does not need to be stipulated in the contract. The geographical restriction mentioned in the technology transfer contract generally refers to the geographical restriction that the transferee has the right to use the technical subject matter of the patent licensing contract to engage in production, manufacturing or sales activities. (4) Limitation on the mode of implementation: The parties to a technology transfer contract may agree on the patented technology and the mode of implementation. As the object of technology transfer contract, technological achievements can be technical methods or technical products. When the subject matter of a technology transfer contract is a technical method, and the technology can be used for a variety of purposes and uses, the transferor may limit the transferee to only one or several purposes or uses in the contract. When the subject matter of a technology transfer contract is a technology product, the transferor may restrict one or more rights of the transferee in the manufacture, use, sale and import of the product in the contract, and may also restrict the specific use and use of the product. The parties to a technology contract can agree on the scope of use, but it does not mean that the parties can abuse their rights and hinder technology competition and development with various unreasonable terms. Matters needing attention in signing technology transfer contract 1. Pay attention to the validity of patents and technical secrets. The validity of a patent is mainly reflected in the fact that the transferred patent or the licensed patent should be within the validity period; Those who exceed the time limit are not protected by law. The effectiveness of technical secrets is mainly reflected in confidentiality, that is, they are not known to the public and are exclusive to all. If the technology is known to the public, it is not a technical secret, and of course there is no transfer problem. 2. The relevant information of technology should clearly stipulate that technology is the subject of a technology transfer contract, and the relevant information of technology should be specified in detail in the contract to facilitate performance. Technical related information includes: technical project name, main indicators, technical functions or uses, key technologies, production process, matters needing attention, etc. These data show the inherent characteristics of the technology and are effective, which is also the basis for the parties to calculate the use fee or transfer fee. 3. Scope of transfer or license The scope of transferring technology or licensing others to implement technology should be clear. Optional clauses in the contract include: the patent transfer involves the change of the patentee, so its scope covers the whole country; If the patent is licensed, it should be clear in what field the patent can be used, and if it exceeds it, it will be a breach of contract; Where a technical secret is transferred, the transferor shall bear the responsibility of confidentiality, and its scope of use may be extended to the whole country or only a certain area. 4. The agreed transfer fee includes transfer fee and use fee. Where the patent is transferred, the transferee shall pay the transfer fee. The transfer fee is calculated according to the actual value that the technology can produce, and usually a proportion is specified for easy operation. If permitted, the amount of transfer fee or use fee shall be considered according to the scope of use, production capacity and exclusivity. If the transferee fails to pay the royalties as agreed, it shall pay the royalties and liquidated damages as agreed; Those who fail to pay royalties or liquidated damages shall stop exploiting patents or using technical secrets, return technical materials and bear the liability for breach of contract. Where a third party is allowed to exploit a patent or use a technical secret beyond the agreed scope without the consent of the transferor, it shall stop its breach of contract and bear the liability for breach of contract; Anyone who violates the agreed confidentiality obligation shall bear the liability for breach of contract.