The Contract Sample Channel has compiled the "Technology Entrusted Development Contract Sample" for your study and reference.
Entrusted technology development contract
Entrusting party: ______, hereinafter referred to as Party A;
Legal representative or person in charge: ________;
Research and development party: _______, hereinafter referred to as Party B;
Legal representative or person in charge: ___________.
In accordance with the relevant provisions of the "Contract Law of the People's Republic of China", this contract is signed after consensus reached by both parties.
1. Project name: ________.
(Note: This reference format is suitable for research and development activities of new technologies, new products, new materials, new processes and their systems.)
2. The current status, level and development trend of this technology development project at home and abroad: _______.
3. The technical level that this research and development results should reach _________.
4. Party A’s main obligations:
(1) Pay Party B the agreed project investment (including research and development funds and reports. Research stipulated in the contract
If a certain proportion of the development funds is used as a scientific research subsidy, the remuneration may not be listed separately)
The total project investment is __________.
Including: equipment fee ______; material fee ________;
energy fee ________; test fee ________;
trial production fee ________; installation fee ________;
Adjustment fee________; Document preparation fee______;
(2) The above-mentioned project investment shall be paid in installments as follows: ________.
(Note: The parties can usually choose the following payment methods: ① actual reimbursement; ② lump sum,
payment in installments, lump sum; ③ "research and development funds" royalty fee way).
(3) Party B shall provide Party B with the following technical background information and original data within _____ days after the contract takes effect:
(4) Party A shall provide Party B with the following assistance_ ______.
(5) Party A shall promptly carry out the following matters and accept the research and development results_____.
(Note: If there is a special agreement in the contract, the client is also obliged to provide the following assistance to the research and development party;
Provide research and development samples, molds, according to the application purpose and process May propose clear technical and economic indicators,
Processing and testing of samples; installation, debugging and maintenance of process equipment, and technical appraisal of organizational results
etc.)
p>5. Party B’s main obligations:
(1) Conscientiously formulate and implement a research and development plan.
The plan and speed of this research and development project (main technical problems to be solved in phases, goals to be achieved and completion time
) are as follows: ______.
The main research, test methods and technical routes (including process flow) used in this research and development project are as follows:
_______.
(2) Reasonable use of research and development funds. Party B's use of research and development funds shall be earmarked and shall not be misappropriated for other purposes.
(3) Deliver the agreed research and development results to Party A at _____ before ____year__month__day
(Note: The parties may agree to adopt one of the following methods Or submit research and development results in several ways);
① Product design, process procedures, material formulas and other technical documents such as drawings, papers, reports; ② Magnetic tapes, disks, Computer software; ③ new varieties of animals, plants, and microbial strains; ④ complete sets of technical facilities.
(4) Provide the following necessary technical guidance and technical services_______.
Note: If there are special stipulations in the contract, the research and development party is also obliged to provide the following collaboration items to the client:
Provide technical consulting services (such as market forecasts, value engineering , feasibility study, etc.); provide technical training to client personnel
; provide information on the development of new technologies; assist in formulating relevant operating and process procedures; propose technical Development summary report or technical appraisal of organizational results; in addition, without hindering the normal work of one's own research and development, one is obliged to accept the entrusting party's inspection of one's performance of the contract and use of funds.
In addition to performing the above-mentioned main obligations, the parties may also agree to undertake the obligation to continuously inform each other of the performance of the contract during the conclusion and performance of the contract.
Especially those situations that hinder the conclusion or performance of the contract, such as obstacles in information exchange, technical risks, overspending or surplus of research and development funds, etc.
etc.).
6. Party A’s liability for breach of contract:
(1) If Party A delays payment of research and development funds, causing stagnation or delay in research and development work, Party B shall not
Take responsibility. Party A shall pay liquidated damages equal to the total investment___. If the research and development funds or remuneration are not paid within a certain period of time, Party B shall have the right to terminate the contract, and Party A shall return the technical data or relevant technical results and pay the remuneration payable and pay The amount of liquidated damages is ____ of the total project investment.
(2) Party A fails to provide technical information, original data and collaboration matters as stipulated in the contract or the technical information, original data and collaboration matters provided have major defects, resulting in research If the development work is stagnant, delayed or fails
, Party A shall bear the responsibility, but Party B discovers that the information and data provided by Party A are obviously wrong and fails to notify Party A for review
Corrections and supplements shall bear corresponding responsibilities. If Party A fails to provide technical information, original data and collaboration matters for two months overdue, Party B has the right to terminate the contract, and Party A shall pay an amount equal to the total project investment
___ Liquidated damages.
(3) If Party A fails to accept the work results for two months overdue, Party B has the right to transfer or sell the work results to a third party outside the contract.
7. Party B’s liability for breach of contract:
(1) If Party B fails to implement research and development work as planned, Party A has the right to require it to implement the research and development plan
And take remedial measures. If Party B fails to implement the research and development plan for two months overdue, Party A has the right to terminate the contract.
Party B shall pay liquidated damages equal to the total project investment___.
(2) If Party A uses the research and development funds for purposes other than the performance of the contract, Party A has the right to stop it and require it
to return the corresponding funds for research and development work. If the research and development work is stagnant, delayed or failed as a result, Party B shall pay liquidated damages equal to the total project investment ____ and compensate for losses. After being urged by Party A,
overdue If the funds used for research and development work are not returned within two months, Party A has the right to terminate the contract. Party B shall pay liquidated damages or compensate for the losses caused to the entrusting party.
(3) If part or all of the research and development results do not comply with the conditions stipulated in the contract, Party B shall return part
or all of the research and development funds, and the payment amount shall be the total project investment___ liquidated damages.
8. Ownership and sharing of research and development results:
The patent rights for the research and development results completed in the performance of this contract belong to the _____ party.
Note (1): The party that obtains the patent right should usually allow the other party to exploit the patent free of charge and have priority to transfer the patent right.
)
Note (2): If both parties have no intention to apply for a patent for the research and development results, the parties may
agree on the right to use and transfer the non-patented technical results. ;If there is no agreement in the contract, both parties shall be deemed to have the right to use and transfer the technology. However, according to legal provisions, the research and development party shall not transfer the technical results to the entrusting party before delivering them. Transfer to third parties. )
Note (3): If the parties use the common license, exclusive license, exclusive license and other methods commonly used in industrial property rights regulations based on the principle of mutual benefit and compensation, It can more satisfactorily reflect the relationship between "authority and investment"
. That is:
① If the entrusting party pays part of the research and development funds and remuneration to the research and development party, it can enjoy the technical results (including
patented technology and non-patented technology, the same below) Free general implementation rights; the research and development parties retain the right to use
themselves and the right to transfer to third parties.
② If the entrusting party has paid all the research and development funds and remuneration to the research and development party, it may enjoy the priority implementation rights for the technical achievements; Within the period, you can retain the right to use it, but you are not allowed to transfer the results to a third party.
③If the principal pays the agreed "exclusive fee" in addition to all the research and development funds and remuneration to the research and development party, it may stipulate in the contract Within the scope, they have the safe right to use and transfer (exclusive rights) to the research and development results; the research and development party shall not use or transfer the technological results to a third party.
Note (4): If the entrusting party intends to obtain the complete patent application rights or patent rights for the technical achievements, it can also
In addition, a patent application right or patent transfer contract may be entered into.
9. Confidentiality Clause:
During the validity period of this contract, both parties shall bear the obligation to keep the following technical information confidential____this contract
After expiration__ Within _year, both parties shall bear confidentiality obligations for the following technical information___.
10. Technical risk assumption:
In the performance of this contract, due to insurmountable technical difficulties, resulting in the failure or partial failure of research and development
, the resulting risk losses shall be borne by the ____ party.
When one party discovers the circumstances listed in the preceding paragraph that may lead to the failure or partial failure of research and development, it shall promptly notify the other party and take measures to reduce losses. If you fail to notify in time and take appropriate measures, causing the loss to expand
, you shall be responsible for the expanded loss.
11. Acceptance standards and methods: _____.
12. Contract disputes and solutions are as follows: ________.
13. Explanations of nouns and terms: ________.
This contract shall take effect from the date of signature and seal of both parties.
Person in charge of Party A (or authorized representative) Person in charge of Party B (or authorized representative)
Signature: _____ (seal) Signature: _______ (seal)
Signing time: _______ Signing time: _________
Signing place: _______ Signing place: _________
Account opening bank: _______ Account opening bank: ______
Account number: _________ Account number: _____________
Party A’s guarantor (name): ___ Party A’s guarantor (name): ____
Address: __________ Address: ___________
Person in charge (or authorized representative) int ' Signature: _______ (seal]
Signature time: _______ Signature time: _________
p>Signing place: _______ Signing place: _________
Account opening bank: _______ Account opening bank: ______