On the basis of equality, voluntariness, mutual benefit and consensus, Party A and Party B discuss the production technology, product technology and engineering technology mastered by Party B..
As intangible assets, the intellectual achievements and technical solutions were converted into shares of Taizhou Riyi Electronic Technology Co., Ltd. (hereinafter referred to as Riyi Company or Company) for more than RMB 654.38 million, and a cost agreement was reached for compliance:
Article 1: Rights and obligations of Party B
1. According to the registered capital, Party B has the legal right to an equity of 100,000 yuan, a monthly salary of 10000 yuan and everything else stipulated by the company.
Welfare benefits.
Party B obtains 8.5% of the shares.
Receive salary on 20th of each month (Party A shall not deduct the salary owed to Party B for any reason).
2. Party B holds the technical engineering post of the company, and is responsible for the oily products of the company, including but not limited to research and development, production and technical guidance.
Ensure that the qualified rate of products is above 98% and meet customer requirements.
3. Party B guarantees that it has legal ownership of the technology it has invested, and there is no infringement dispute after these technologies have been invested in Party A, otherwise Party B will bear all the responsibilities.
Party B also guarantees the advancement and feasibility of its shareholding technology and technical background in the same industry.
4. Party B (including Party B's
Immediate family members, the same below) shall not engage in or engage in business similar to or competitive with our company in other places in the name of others, nor shall they establish enterprises similar to or competitive with our company in any name without the consent of Party B.
Don't transfer the company's technology and customer information to peers, otherwise Party A will lose money.
Be liable for compensation.
5. Party B shall not disclose, disclose or let others use the company's technological achievements (including the technology in which Party B shares), trade secrets or other intellectual property rights with or without compensation, or use them for purposes that are unfavorable to the company.
Under the premise of observing the confidentiality system, Party B's use and disclosure in the company for the benefit of the company are not subject to this restriction.
During his tenure, he shall not have any economic contacts with customers and suppliers, and offenders will be punished according to the seriousness of the case and be investigated for legal responsibility.
6. Party B
After the technology shares, Party B obtains the shareholder status.
Its technology belongs to the company, and Party B shall go through the right transfer formalities after half a year, provide relevant technical data and impart technical know-how, so that the technology can be smoothly transferred to the company, which will digest and master it.
7. As a shareholder, Party B enjoys the rights of shareholders stipulated by law, including asking to check the financial accounts at any time and paying dividends according to the specified share.
Article 2: Rights and obligations of Party A
1. Party A shall publish the financial accounts to Party B regularly every year, and may provide the financial accounts for inspection at any time upon the request of Party B..
Party A shall pay dividends according to the agreed shares.
Party B owns the original shares, and the profit generated in the third year 100% shall be distributed according to the shares.
2, the company in accordance with
According to the Articles of Association, if additional investment is needed after voting by the shareholders' meeting, or if losses need to be made up due to operating losses, Party A shall bear the capital contribution.
Article 3:
Termination of the agreement
1. Both parties cannot continue to operate due to force majeure.
2. Either party breaches the contract, causing great damage to the other party.
Economic loss.
3. Party B's technology does not meet the technical standards of the contract industry.
4. If Party A violates this contract and fails to fulfill its commitments under this agreement, Party B may request to terminate this contract, and all the constraints on Party B are invalid for Party B. ..
Article 4:
Party A and Party B shall strictly abide by this agreement.
Either party breaches the contract.
If the company's technological achievements, trade secrets or other intellectual property rights are leaked, disclosed or used by others, or used without authorization, which is not conducive to the company's purpose and causes losses to the company and the amount is difficult to calculate, it shall pay to the other party.
The penalty is RMB 300,000.00 Yuan, and the other party may
Cancel the contract.
If Party B withdraws without Party A's consent, or fails to provide technical support, it will be regarded as a breach of contract, and Party B shall pay a penalty of RMB 300,000.00 Yuan to Party A and be responsible for compensating Party A's losses. If Party A breaches the contract, it shall compensate Party B for RMB 300,000 and compensate Party B for its due share.
Article 3: Others
1. After the signing of this agreement, it is inconvenient for both parties to go through the formalities of equity change in the industrial and commercial department. Now,
Signed in the form of a contract agreement, the shares owned have the same legal benefits as the equity of the industrial and commercial department; As all the terms of this contract are determined by both parties through consultation (Party A knows Party B's production technology, product technology and its own engineering technical ability, so Party A shall not deny the legality of this contract for any reason).
2. For matters not covered, both parties may adopt articles of association or sign.
Unless otherwise agreed in the supplementary agreement, the Articles of Association and the supplementary agreement shall come into force at the same time as this agreement. If the Articles of Association are different from this Agreement, this Agreement shall prevail. In case of any conflict between the terms of this agreement and the supplementary agreement, the supplementary agreement shall prevail. 3. Disputes arising from the performance of this Agreement shall be settled by both parties through consultation. If negotiation fails, either party may bring a lawsuit to the people's court.
This contract shall come into effect after being signed and sealed by both parties, in duplicate, each party holding one copy, and each copy has the same effect.
This agreement shall come into effect after being signed by both parties. Signature (official seal) (signature or seal) of all shareholders of Party A and Party B Address: legal representative: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Non-patented technology shareholding agreement II
How to invest in non-patented technology
Legal Issues of Non-patented Technology Share-holding
In the case of shareholders' investment in non-patented technology, because non-patented technology is not as open as trademarks and patents, and it is not as easy to operate as patented technology, it is difficult to determine whether non-patented technology is invested in place, and it is also easy to cause disputes among shareholders in reality.
Therefore, we must attach great importance to the following issues in the operation:
The most common problems
As for the contribution of non-patented technology, it is also acceptable for shareholders to invest in non-patented technology and evaluate it by an asset appraisal firm. The capital verification report of the accounting firm has confirmed the contribution status of the non-patented technology, but the production situation of the company's investors is difficult to show the attributes of the non-patented technology.
If the equity of an established company contains non-patented technology, will the non-patented technology also be transferred when the company is transferred as a whole? How is the transfer price constituted? Whether non-patented technology holders can set up another company.
If the equity of the established company contains non-patented technology, how to distribute the remaining property when it is liquidated, whether to distribute it to the holders of non-patented technology, or whether to continue to invest in other companies with non-patented technology after distribution.
Thinking extension
Standard for investment in non-patented technology in place
According to the aforementioned legal provisions and judicial practice, whether the non-patented technology investment is in place should meet the following standards:
1, whether it has been appraised by an appraisal institution according to law;
2. Whether it has been verified by an accounting firm and transferred to the company;
3. Whether the technical data are handed over to the company and actually used by the company;
4. Whether other shareholders raise objections.
After the transfer of the company's overall assets, there is still surplus funds after the company's external liabilities are fully repaid. Should it be distributed to this shareholder?
(1) The remaining property after liquidation according to regulations shall be distributed according to the proportion of shareholders' investment.
(2) Non-patented technology shall be owned by the company from the date when the shareholder's capital contribution is in place, and the shareholder has lost the ownership of the non-patented technology.
The disposal of the company's property shall be handled by the shareholders of the company through consultation, and may be sold to a third party or any shareholder at a fixed price, and the proceeds shall be distributed in proportion to the capital contribution, but the non-patented technology invested in the shares shall not be forcibly returned to the shareholders who contributed.