If the contract is signed through an intermediary agency, the intermediary contract shall be an annex to this contract. If both parties agree on deposit, property mortgage and guarantee, the copies of deposit payment, property mortgage and guarantee procedures shall be attached to this contract.
Model patent transfer contract
ContractNo.: _ _ _ _ _ Transferee: _ _ _ _ _ (hereinafter referred to as Party A)
Legal address: _ _ _ _ _ _ _ Legal representative: _ _ _ _ _ _ Title: _ _ _ _ _ _ _ _ Authorized agent: _ _ _ _ _ _ _ _ ID number: _ _ _ _ _ _ _ _ Mailing address: _ _ _ _ _ _ _.
Legal address: _ _ _ _ _ _ _ Legal representative: _ _ _ _ _ _ Title: _ _ _ _ _ _ _ Authorized agent: _ _ _ _ _ _ _ _ ID number: _ _ _ _ _ _ _ Mailing address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 1 The patent right transferred in this contract:
(a) to apply for a _ _ _ _ _ _ (invention, utility model, design) patent.
(2) Inventor/Designer: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(1) Status of Party B's implementation of this patent right (time, place, method and scale): _ _ _ _ _ _ _ (2) Status of Party B's permission to others to use this patent right (time, place, method and scale): _ _ _ _ _ _ _ (3) After this contract comes into effect,
Article 3 After this contract comes into effect, Party A shall guarantee the performance of the original patent licensing contract. The rights and obligations enjoyed by Party B in the original patent licensing contract shall be borne by Party A from the effective date of this contract. Party B shall notify and assist the licensor of the original patent licensing contract to handle the contract change with Party A within _ _ _ _ _ _ _ _ days. ..
Article 4 If Party B continues to implement this patent after this contract comes into effect, it shall be handled according to the following agreement: _ _ _ _ _ _ Article 5 (1) In order to ensure that Party A effectively owns this patent right, Party B shall submit the following technical materials to Party A:
1. All patent application documents submitted to the China Patent Office, including specifications, claims, drawings, abstract and abstract drawings, requests, statements of opinions, approval decisions on changing recorded items, restoration of rights after loss of rights, power of attorney, etc. (If the application is pct, all pct application documents should also be included).
2. All documents issued by China Patent Office to Party B, including acceptance notice, intermediate documents, authorization decision, patent certificate and copies, etc.
3. The patent exploitation license contract licensed by Party B to others, including the contract attachments (i.e. the technology, process and other documents related to patent exploitation).
4. Valid certificate of patent right issued by China Patent Office. Refers to the recent patent annual fee payment certificate (or the patent register of the patent office), and the decision made by the Chinese Patent Office, the Patent Reexamination Board or the people's court to maintain the validity of the patent right in the request for revocation or invalidation of the patent right.
5. The approval document of the superior competent department or the relevant competent department of the State Council.
6._________ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(III) Delivery Method and Place of Materials Party B shall submit all the above materials to Party A in person, by registered mail or by air, submit the list of materials to Party A in person, by mail or by fax, and submit the air waybill to Party A in person or by mail. The place of delivery of all materials is the location of Party A or the place agreed by both parties.
Article 6 Transition Clause (1) After this contract comes into effect, Party B shall keep the patent valid until the date of registration and announcement by the Patent Office. During this period, the annual fee and renewal fee should be paid (for the utility model applied before _ _ _ _ _ _ _ _ _ _).
(II) After this contract is registered and announced in the Patent Office, Party A shall be responsible for maintaining the validity of the patent, such as handling the annual patent fee, renewal fee, administrative cancellation, invalid request defense, invalid lawsuit response, etc. (It may also be agreed that all expenses for maintaining the validity of the patent right shall be paid by Party A after the signing of this contract ..)
(III) During the transition period, if Party B or Party A fails to perform this contract due to force majeure, this contract will be terminated.
Article 7 After the signing of this contract, _ _ _ _ _ _ _ shall be responsible for the registration of patent right transfer within _ _ _ _ _ _ _ _.
Article 8 In order to ensure that Party A effectively owns this patent, Party B transfers the technical secrets related to the implementation of this patent to Party A:
1. Contents of technical secrets: _ _ _ _ _ _ _ _. 2. Requirements for implementing technical secrets: _ _ _ _ _ _. 3. The confidentiality scope and duration of technical secrets: _ _ _ _ _ _. Article 9 Party B warrants to Party A that the patent right will not be
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 concluded, if Party B fails to truthfully inform Party A of the above-mentioned rights defects, Party A has the right to refuse to pay the use fee and demand Party B to compensate the extra expenses arising therefrom.
Article 10 According to Article 50 of the Patent Law, when the patent right of Party B is revoked or declared invalid after the establishment of this contract, if there is no obvious violation of the principle of fairness and Party B does not maliciously cause losses to Party A, Party B will not return the transfer fee to Party A, and Party A will not return all the information.
If the signing of this contract obviously violates the principle of fairness, or Party B intentionally causes losses to Party A, Party B shall return the transfer fee.
When others request the Patent Office to revoke the patent right, or request the Patent Reexamination Board to declare the patent right invalid, or bring a lawsuit to the people's court against the decision of the Reexamination Board (for invention patents), after the establishment of this contract, Party A shall be responsible for defending and bear the resulting request or litigation costs.
Article 11 Party A shall pay the transfer price of the patent right to Party B in the following ways:
1. The total transfer price of the patent right is _ _ _ _ _ _ _; Among them, the transfer price of the technical secret is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
The specific payment method and time are as follows:
1._ _ _ _ _ 2. _ _ _ _ _ _ 3. _ _ _ _ The name, address and account number of Party B's bank are:
Bank: _ _ _ _ _ _ _ Address: _ _ _ _ _ _ Account number: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
4. If both Party A and Party B are China citizens or legal persons, the taxes payable for the transfer fee involved in this contract shall be paid by Party B according to the tax laws of People's Republic of China (PRC) and the state.
5. If Party B is an overseas resident or unit, Party B shall pay taxes to the China tax authorities in accordance with 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.
6. If Party B is a citizen or legal person of China and Party A is an overseas unit or individual, the tax shall be paid according to the tax laws of the other country or region.
Article 12 Both parties confirm that during the performance of this contract, neither party shall restrict the technological competition and technological development of the other party in the following ways:
1._________;
2._________;
3._________;
Article 13 Both parties agree that:
1. Party A has the right to use the inventions involved in the patent right transferred by Party B for subsequent improvement. The resulting new technological achievements with the characteristics of substantive or creative technological progress shall be owned by _ _ _ _ _ _ _ (both parties). The specific distribution method of relevant benefits is as follows: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ The specific distribution methods of relevant interests are as follows: _ _ _ _ _ _ _. Article 14 Party B:
1. If Party B refuses to deliver all the information stipulated in this contract and go through the formalities for patent right transfer, Party A has the right to terminate this contract and demand Party B to return the transfer fee and pay the liquidated damages.
2. If Party B fails to deliver to Party A the materials for handling the patent right transfer formalities (including changing the record items to the Patent Office) without justifiable reasons, Party B shall pay RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
3. According to Article 6, in case of breach of contract, Party B shall pay RMB as penalty.
To Party A:
1. If Party A refuses to pay the transfer fee, Party B has the right to terminate the contract and demand the return of all information, and demand compensation for its losses or payment of liquidated damages.
2. If Party A fails to pay the transfer fee, it shall pay RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
3. If Party A violates the agreement in Article 6, Party A shall pay a penalty of RMB _ _ _ _ _ _ _.
After the breaching party assumes the liability for breach of contract, the signing party agrees to the contents of this contract:
1. Continue the performance.
2. No more performances.
3. Whether to execute the negotiation again.
Article 15 Both parties confirm that within the validity period of this contract, Party A designates _ _ _ _ _ _ _ _ _ as the project contact person of Party A, and Party B designates _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. The project contact person shall bear the following responsibilities:
1._________;
2._________;
3. _ _ _ _ _ _. If one party changes the project contact person, it shall notify the other party in writing in time. If the performance of this contract is affected or losses are caused due to the failure to notify in time, it shall bear corresponding responsibilities.
Article 16 If both parties determine that it is unnecessary or impossible to perform this contract, they may terminate this contract:
1. Due to force majeure:
2._________;
3. _ _ _ _ _ _ _ _. Article 17 Dispute settlement (1) This contract shall be governed by and interpreted in accordance with _ _ _ _ _ _ _ _ _ _ _ _ _.
(2) Disputes arising from the performance of this contract shall be settled through negotiation by both parties, or mediated by relevant departments; If negotiation or mediation fails, it shall be settled in the following _ _ _ _ _ _ _ way:
1. Submit to the Arbitration Commission for arbitration;
2. Bring a lawsuit to the people's court according to law.
Article 18 Force Majeure (1) If either party to this contract is unable to perform all or part of its obligations under this contract due to force majeure, the performance of this obligation shall be suspended during the period when the force majeure prevents it from performing its obligations.
(2) The party claiming to be affected by the force majeure event shall notify the other party of the occurrence of the force majeure event in writing within the shortest possible time, and provide the other party with appropriate evidence about the force majeure event and its duration and written materials that the contract cannot be performed or needs to be postponed within _ _ _ _ days after the occurrence of the force majeure event. The party claiming that the performance of this contract is objectively impossible or unrealistic due to force majeure events has the responsibility to make every reasonable effort to eliminate or mitigate the impact of such force majeure events.
(III) In case of force majeure, both parties shall immediately decide how to implement this contract through friendly negotiation. After the force majeure event or its influence is terminated or eliminated, both parties shall immediately resume their respective obligations under this contract. If the force majeure and its influence cannot be terminated or eliminated, so that one party to the contract loses the ability to continue to perform the contract, both parties may terminate the contract through consultation or temporarily postpone the performance of the contract, and the party suffering from force majeure shall not be responsible for this. If force majeure occurs after the delay in performance, the parties concerned cannot be exempted from their responsibilities.
(4) The term "force majeure" as mentioned in this contract refers to any event that is beyond the reasonable control of the affected party, unpredictable or even predictable, inevitable and insurmountable, and occurs after the signing date of this contract, making it objectively impossible or unrealistic for the affected party to perform all or part of this contract. These events include, but are not limited to, natural disasters such as floods, fires, droughts, typhoons and earthquakes, as well as social events such as wars (whether war is declared or not), riots, strikes, government actions or legal provisions.
Article 19 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 does not affect the interpretation of this contract.
Article 20 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 21 The 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 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 22 Both parties confirm that the definitions and interpretations of relevant terms and technical terms involved in this contract and related annexes are as follows:
1. patent-refers to _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
3. Enterprise standards or specifications-refers to the enterprise standards or specifications for each product in the series of products formulated by Party A, and the performance and functional indicators specified or explained should at least reflect the practical value of the products.
4. Patent right transfer-refers to Party B transferring all the rights of this patent to Party A (national exclusive buyout), that is, Party A has all the rights to receive the original patent materials (patent certificates, etc.). ), design, trial-produce, produce and sell contract products, register changes in patent specifications, re-transfer or re-license patent rights, and apply for new patents on the basis of this technology.
5. Trial production period refers to the period from the date of signing the contract to 30 days after signing the contract. During the trial production, Party A must try its best to design and trial-produce the contract products and formulate enterprise standards or specifications.
6. Third Party-refers to the unit or individual whose natural person or legal representative specified in its business license is different from that specified in the business licenses of both parties to the contract.
7. _ _ _ _ _ _ _. Article 23 The following technical documents related to the performance of this contract shall become an integral part of this contract after being confirmed by both parties in the form of _ _ _ _ _ _:
1. Technical background information: _ _ _ _ _ _ _ _;
2. Feasibility report: _ _ _ _ _ _ _;
3. Technical assessment report: _ _ _ _ _ _ _;
4. Technical standards and specifications: _ _ _ _ _ _ _ _;
5. Original design and process documents: _ _ _ _ _ _ _ _;
6. Others: _ _ _ _ _ _. Article 24 This contract shall come into force as of the date of registration by the patent administration department of the State Council.
Article 25 Both parties agree that other relevant matters of this contract are: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ If you fail to reply within the time limit, you can put forward a reconsideration of the terms of this contract.
2. This contract shall come into effect as of the date of signing. During the execution of this contract, any change, modification, addition or deletion of the terms of this contract must be agreed by both parties through consultation and signed in writing, which is an integral part of this contract and has the same effect as this contract.
3. In case of legal force majeure events (such as fire, flood, earthquake, war, etc.). ), Party A shall notify Party B in time with a valid certificate that the execution of this contract will be terminated and the incurred expenses will not be refunded or settled.
4. This contract is printed in Chinese and written in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
5. _ _ _ _ _ _ _. Transferor (seal): _ _ _ _ _ _ transferee (seal): _ _ _ _ _ _ _ _ legal representative (signature): _ _ _ _ _ _ legal representative (signature): _