Foreign technology transfer contract

Promulgation unit: Economic Contract Division of the State Administration for Industry and Commerce

Contract number:

This contract was signed in ___ on __Year__月__日. Party A is: China ___Company

Contract Factory: China ___ Factory Party B: × Country ___ Company

Chapter 1 Content of the contract

1.1 Party B agrees to provide Party A with written and non-written proprietary technology for the manufacture of XX Contract Products. The variety, specifications and technical performance of the contract products produced by this technology can be found in the attached file of this contract.

1.2 Party B is responsible for providing Party A with the know-how and all other relevant technical materials for the manufacture, use and sale of the contracted products. The contents of the technical materials and related matters are detailed in Attachment 2 of this contract.

1.3 Party B is responsible for arranging the technical personnel of Party A to conduct training in Party B's factory. Party B shall take effective measures to enable Party A personnel to master the technology for manufacturing contracted products. For details, please refer to Attachment III of this contract.

1.4 Party B dispatched competent technical personnel to the contract factory of Party A for technical services. For details, please refer to Attachment IV of this contract.

1.5 Party B agrees to provide Party A with spare parts for the contracted products at the most favorable price when Party A needs it. At that time, the two sides will sign an agreement.

1.6 Party B is responsible for providing relevant consultation on the key equipment required by Party A of this contract.

1.7 Party B shall provide Party A with prototypes, castings and spare parts for the contracted products. For details, please refer to Attachment 5 of this contract.

1.8 For the provisions of Party A's sales contract products and the use of Party B's trademarks, see Chapter 8 of this contract.

Chapter II Definition

2.1 “Contracted Products” means all products listed in Attachment 1 of this Contract.

2.2 “Blueprint” refers to the copy of the general drawings, manufacturing drawings, material specifications and parts catalogues currently used by Party B's manufacturing contract products.

2.3 “Technical Data” means all the proprietary technologies and other relevant design drawings and technical files that Party B is currently required to produce for the contracted products for the production of the contracted products.

2.4 “Standard” means the standard adopted and formulated by Party B in the technical materials provided to Party A for the manufacture of the contracted product.

2.5 “Introduction fee” means the design and manufacturing technology for the provision of contractual products to Party A in the form of transfer of technical data in accordance with the provisions of Articles 1.2, 1.3, 1.4, 1.6 and 1.7 of Chapter 1 of this contract. The fee paid to Party B.

2.6 “Proceeds fee” means the fee paid by Party A to Party B during the period of validity of this contract due to the continuous technical consultation and assistance provided by Party B to Party A and the continuous use of Party B’s trademark and know-how during the validity period of the contract.

2.7 “Contract validity period” means the period from the commencement of this contract to the termination time of this contract as specified in Article 14.3 of this contract.

Chapter III Price

3.1 According to the provisions of Chapter 1 of this contract, the contractual fees paid by Party A to Party B are as follows:

3.1.1 The entry fee is ___ USD. This refers to the data transfer fee and technical training fee related to the products of this contract, including all costs before the delivery of technical data. The entry fee is a fixed price.

3.1.2 After the acceptance of the contract product is qualified, the commission fee for each contract product sold by Party A is __% of the base price. Parts purchased by Party A from Party B are not included in the royalties.

3.1.3 The base price for calculating the royalties shall be __% of the price of each catalogue published and used by Party B in the ___ city on the 31st of the current year.

3.2 Party B agrees to return the contracted products produced by Party A. The amount of the resold product is __% of Party A’s payment of all royalties of Party B. The products sold back shall meet the technical performance standards provided by Party B. The product variety, specification, quantity and delivery date of each resale shall be determined by friendly negotiation between the two parties. The price of the product sold in the resale product is 3.1.3, which is the __% of the catalog price.

Chapter IV Payment and Payment Conditions

4.1 All costs under this contract, Party A and Party B are paid in US dollars. The amount paid by Party A to Party B shall be handled by __ Bank of China and _Country___ Bank. If Party B and Party A repay the amount, the amount should be processed through _____ Bank and ___ Bank of China. All bank expenses incurred in China shall be borne by Party A. The bank expenses incurred outside of China shall be borne by Party B.

4.2 The contract fee stipulated in Chapter III of this contract shall be paid by Party A to Party B according to the following methods and time:

4.2.1 Party A shall pay the entry fee __ USD to Party B within __ days after receiving the following documents and reviewing them.

A letter of guarantee issued by Party B. When Party B is unable to deliver technical materials in accordance with the contract, the amount of repayment is guaranteed __ US dollars.

One copy of the current draft and one copy of the draft.

The original amount of the invoice for the total amount of the entry fee shall be 1 copy and 3 copies.

_ A photocopy of the license issued by the government. If Party B believes that an export license is not required, Party B shall submit a copy of the letter regarding the absence of an export license.

4.2.2 Party A shall pay Party B __ USD within __ days after receiving the following documents from Party B for the delivery of the first phase of the product.

One copy of the current draft and one copy of the draft.

Original copy of the commercial invoice, 3 copies.

The original copy of the air waybill, 3 copies.

The technical documents, prototypes, castings and spare parts issued by Party B shall be issued and certified in duplicate.

4.2.3 Party A shall pay Party B __ USD within __ days after receiving the following documents from Party B for the delivery of the second phase of the product.

One copy of the current draft and one copy of the draft.

Original copy of the commercial invoice, 3 copies.

The original copy of the air waybill, 3 copies.

The technical documents, prototypes, and auxiliary files issued by Party B shall be provided with one copy of the certificate and one copy of the certificate.

4.2.4 Contracted products After the first batch of prototypes have passed the acceptance test, Party A shall pay Party B __ USD within __ days after receiving the following documents from Party B and reviewing them.

One copy of the current draft and one copy of the draft.

Original copy of the commercial invoice, 3 copies.

A photocopy of the “Certificate of Acceptance and Acceptance of Contract Products” signed by both parties.

Note: If the acceptance test is delayed and is the responsibility of Party A, it will be paid no later than the contract becomes effective.

4.3 The royalties specified in Chapter III of this contract shall be paid by Party A to Party B after the inspection and inspection of the sampled products are qualified according to the following methods and conditions:

4.3.1 Party A shall submit to Party B a report on the actual sales volume of each type of product of Party A in the previous calendar year within __ days after the end of each calendar year.

4.3.2 Party B shall send a representative to the contract factory to inspect and verify the report on the actual sales volume of Party A's contract products each year, and Party A will provide assistance. Party B's expenses in China shall be borne by Party B. If the number of contracted products listed in the summary and/or report is found to be significant during the inspection, Party A and Party B should discuss the gap and negotiate to take corrective action.

4.3.3 Party A shall pay Party B a royalty fee within __ days after receiving the following documents from Party B and reviewing it:

One copy of the current draft and one copy of the draft.

Original copy of the commercial invoice, 3 copies.

The commission for the year is calculated in four copies.

4.3.4 During the expiration of the contract, Party A will submit a report on the quantity of the final sales contract product within __ days after the termination of the contract, so that Party B can calculate the royalties.

4.4 According to the provisions of this contract, if Party B is required to pay a fine or compensation to Party A, Party A has the right to deduct from any of the above payments.

Chapter V Payment of Technical Information

5.1 Party B shall provide Party A with technical information in accordance with the provisions of Attachment 2 of this contract.

5.2 Party B shall deliver technical data at the __ airport or station. __The stamp date of the airport or station is the effective delivery date of the technical data. Party A shall confirm the receipt of the information within two weeks of receipt of the information.

5.3 Technical data, prototypes, castings and spare parts for the first phase of the product:

5.3.1 Within __ weeks after the contract takes effect, Party B must issue a blueprint, a set of two basemaps and a set of criteria. Can be delivered in batches.

5.3.2 Within __ weeks after the contract takes effect, Party B must issue all technical materials, prototypes, castings and spare parts related to the first phase of the contracted product.

5.4 Technical data and prototype of the second stage product:

5.4.1 Within __ weeks after the start date of the second phase, Party B must issue a set of blueprints, a set of two basemaps and a set of standards related to the second phase of the product. Can be delivered in installments.

5.4.2 Within __ weeks after the start of the second phase, Party B must issue all technical materials and prototypes, castings and materials related to the second phase of the contracted product as soon as possible.

5.5 Within __ hours after each batch of technical data or prototypes, castings and spare parts are shipped, Party B shall inform Party A of the air waybill number, air waybill date, data number, contract number, number of pieces and weight. At the same time, Party B shall send the following documents to Party A by airmail:

The original copy of the air waybill, 2 copies.

A detailed list of the technical documents, prototypes, castings and spare parts shipped is in duplicate.

5.6 If the technical documents or prototypes, castings and spare parts provided by Party B are lost or damaged in transit, Party B shall, upon receipt of Party A's written notice of loss or damage, renew it as soon as possible within __ months or Resend it to Party A.

5.7 Delivery technical information should have a strong package suitable for long-distance transportation, multiple handling, rain and moisture. The inside and outside of each box should be marked with the following in English:

Contract number

Transport mark

Receiver

Technical data destination

weight

Prototype, casting and spare parts destination

5.8 Each box should be accompanied by a detailed packing of 4 copies.

Chapter VI Improvement and Modification of Technical Information

6.1 In order to adapt to China's design standards, materials, process equipment and other production conditions, Party A has the right to modify and change Party B's technical information without changing the basic design of Party B. Party A must notify Party B of these changes and changes. Party B shall be responsible for assisting Party A in modifying the technical materials during training or technical guidance. For details, please refer to Attached File III and Attached File IV.

6.2 Party A must add a trailing mark after the model number to distinguish between those that affect the shape, fit or function, and notify Party B.

6.3 During the period of validity of the contract, any improvement and development of the parties within the scope of the contract shall be submitted to the other party for free to improve and develop the technical materials.

6.4 Improvement and development of technology, ownership is a party to improvement and development.

Chapter VII Quality Acceptance Test

7.1 In order to verify the reliability of the contract product manufactured according to the technical data provided by Party B, both Party A and Party B shall jointly assess and accept the technical performance and requirements of the contract product at the contract factory. If necessary, it can also be tested or redone at the factory. Party A may send designated personnel to verify the repeated test, Party B shall be responsible for repeating the test and the expenses of Party B personnel, and Party A shall be responsible for the expenses of personnel and translation of Party A participating in the repeated test. For details, please refer to the attached file VII of this contract.

7.2 Assessment The technical performance of the test product shall be in accordance with the standard provisions of this contract provided by Party B, that is, through the appraisal. Party A and Party B signed 4 copies of the “Certificate of Acceptance and Acceptance of Contract Products”, and each party held 2 copies.

7.3 If the technical performance of the test test product does not meet the technical parameters stipulated in the attached file, the two parties shall consult and discuss the cause and take measures to eliminate the defect and carry out the second test acceptance.

7.4 If the unqualified test product is the responsibility of Party B, Party B shall pay Party B all the expenses for the second assessment and acceptance. If Party A is responsible, the fee shall be borne by Party A.

7.5 If the second test of the test product is still unqualified, if it is the responsibility of Party B, Party B shall compensate Party A for the direct loss suffered by Party A and take measures to eliminate the defect and participate in the third assessment. The expenses shall be borne by Party B. If Party A is responsible, the fee shall be borne by Party A.

7.6 If the third test of the test product fails, the two parties shall discuss the issue of the execution of the contract. If it is the responsibility of Party B, Party A has the right to amend the contract in accordance with Article 9.8 of the contract. If Party A is responsible, the two parties will jointly negotiate further implementation issues. Party B will provide technical advice to improve the unqualified prototype according to the requirements of Party A.

Chapter VIII Exports and Trademarks of "Contracted Products"

8.1 The “contracted products” produced by Party A may be sold in the People's Republic of China and may be exported to other countries according to the following conditions:

8.1.1 Party A shall first negotiate with Party B to arrange for sales in the area where Party B's sales/distribution network is located. The quantity and project of export sales will be decided through friendly negotiation. If it cannot be arranged, Party A can export freely. However, Party A must notify Party B of the project, quantity and name of the buyer within one week after the transaction is completed.

8.1.2 Party A can sell freely in areas not included in Party B's sales/distribution network.

8.2 Party B shall not interfere with Party A’s right to sell “contracted products” to any host in China. In order to repair the Chinese export host, Party A can freely sell the "contract product" as an accessory.

8.3 During the contract period, Party A may use the trademark used by Party B and the trademark of Party A on the “contracted product”, and note “Manufactured by the People's Republic of China XX Factory”. The trademark license shall be signed separately by Party A and _____ Company.

8.4 When using a trademark, the “contracted product” produced by Party A must meet the standards provided by Party B under this contract. When necessary, Party B may conduct a sampling test every year. If the result of the sampling test does not meet the standards provided by Party B, Party B shall recommend Party A to improve the unqualified “contract product” and conduct the test again within __ months. If the result is still not met, Party B may suspend Party A's right to use its trademark. Party A may submit another sample to Party B for testing. If the sample is tested again and the result meets the standards provided by Party B, Party B will again give Party A the right to use its trademark.

Chapter IX Guarantee

9.1 Party B guarantees that the technical information provided by it is the latest technical data used by Party B when the contract becomes effective, and is completely consistent with the technical data owned by Party B. During the contract period, the technical notice and technical improvement and development information of the “contract product” design change, Party B will send it to Party A in time.

9.2 Party B guarantees that the technical information provided by it is complete, clear and reliable, and delivered on time according to the provisions of Chapter V. The relevant definitions are as follows:

9.2.1 “Complete” means that the information provided by Party B is all the information specified in the attached file of this contract and is in full accordance with the information currently used by Party B's own factory.

9.2.2 “Reliable” The contract product manufactured by the nail side according to the technical data shall comply with the technical specifications of the contract product provided by Party B in accordance with this contract.

9.2.3 “Clear” means that the drawings, curves, terminology symbols, etc. in the data are easy to see.

9.3 If the technical information provided by Party B does not meet the requirements of Article 9.2, Party B must send the missing information or clear and reliable information to Party A for free within __ days after receiving the written notice from Party A.

9.4 When Party B is unable to deliver the materials at the time specified in Chapter 5 or 9.3 of this contract, Party B shall pay Party A a fine in the following proportions:

Late __ to __ weeks, the fine for each full week is __% of the total entrance fee.

Late __ to __ weeks, the fine for each full week is __% of the total entrance fee.

Late delivery is more than __ weeks, and the penalty for each full week is __% of the total entrance fee.

9.5 In the event of 9.4 items, the total amount of fines paid by Party B to Party A shall not exceed __ USD.

9.6 The fines specified in Article 9.4 paid by Party B to Party A shall be calculated on the basis of the full number of late payments.

9.7 After Party B pays the fine to Party A, Party B shall not release Party B's obligation to continue to deliver the above information.

9.8 According to the provisions of Chapter 7, due to the responsibility of Party B, if the product assessment fails three times, it shall be handled as follows:

9.8.1 If the assessment product is unqualified and Party A cannot be put into production, the contract must be modified and effective measures should be taken to remove the unqualified product from the contract. Party B shall refund the portion of the amount that Party A has paid. This part of the refund amount is limited to the portion of the total product of the contracted product that is not qualified, and the interest is increased by __%.

9.8.2 If the contract is modified in accordance with 9.8.1, Party A will waive the manufacturing rights of only those parts and parts that are not qualified. Party A will return all the files that help to manufacture these non-conforming products, and cannot be copied or destroyed. .

Chapter 10 Licenses and Know-how

10.1 Party B warrants that it is the legal person who provides the license and know-how to Party A in accordance with the provisions of this contract, and is able to legally transfer the above license and know-how to Party A without any third party charges. If a third party files a complaint of infringement, Party B shall handle the complaint with the third party and be responsible for legal and economic responsibilities.

10.2 The complete list of _national patents related to this contract is included in the affiliation file 2. Within one month of the effective date of this contract, Party B will provide Party A with 2 copies of the patent photocopy. However, the __ country patent license is not granted or should not be included.

10.3 After the termination of this contract, Party A still has the right to use the licenses and know-how provided by Party B without any obligations and responsibilities. After the contract is terminated, the right to use the ___ trademark will also terminate.

10.4 Both parties shall perform this contract and shall not disclose or disclose any technical information or business information provided by the parties to any third party in any way.

Chapter XI Taxes

11.1 All taxes and fees arising from the performance of this contract shall be borne by Party B outside of China.

11.2 During the execution of the contract, Party B's income in China shall be taxed in accordance with the Chinese tax law. This tax will be withheld by Party A at each payment and a copy of the receipt from the Inland Revenue Department will be handed over to Party B.

Chapter 12, Arbitration

12.1 All disputes arising from the execution of this contract shall be settled by friendly negotiation between the two parties. If it cannot be resolved, it will be submitted to arbitration.

12.2 The place of arbitration is in Beijing and is arbitrated by the Foreign Trade and Economic Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Interim Rules of the Arbitration Program.

12.3 The arbitral award shall be final and binding on both parties, and both parties shall comply with it.

12.4 The arbitration fee shall be borne by the losing party.

12.5 In the course of arbitration, in addition to the part subject to arbitration, this contract shall continue to be executed by both parties.

Chapter 13: Disability

13.1 If any party signing up, due to war and serious fires, floods, typhoons and earthquakes, affecting the execution of the contract, the contract period should be delayed, and the delay should be equivalent to the time affected by the accident.

13.2 The responsible party shall promptly report the irresistible human accident to the other party, and submit the certificate file issued by the relevant authority to the other party for confirmation within __ days.

13.3 If the manpower irresistible accident continues for more than __ days, the two parties shall resolve the issue of the continued execution of the contract as soon as possible through friendly negotiation.

Chapter XIV Contract Effectiveness and Others

14.1 After the contract is signed by the representatives of Party A and Party B, both parties shall apply to the respective governments for approval, and the date of the last approval of the party shall be the effective date. Both parties should use their best efforts to obtain approval within the __ day period. And use the telegram to inform the other party, and then confirm with a letter. If the contract cannot be valid within __ months after signing the contract, then this contract is not binding on Party A and Party B. With the consent of both parties, the time limit for applying for approval may be extended.

14.2 This contract is written in four copies in _ and Chinese, and the _ text and the Chinese text are equally valid. The two sides hold two copies of the text and two texts.

14.3 This contract is valid from the date of entry into force of the contract. After the expiration of the validity period, this contract will automatically become invalid. Unless otherwise agreed by the parties within the validity period of the contract, the start date of the second phase contract product will be guided by Party B to China, and the two parties will sign a memorandum to confirm.

14.3.1 At any time before the expiration of the contract, Party A or Party B may, at any time, request a negotiation for the extension of the contract, and then sign a special clause for the extension of the contract.

14.4 The first phase of the contract begins on the effective date of the contract, and the start date of the second phase of the contract is expected to be the first month after the contract takes effect.

14.5 Prior to the termination of the contract, the unliquidated defaults and liabilities incurred under any contract will not be affected by the termination of the contract. The termination of the contract does not relieve the debt of the debtor to the other party.

14.6 The sub-files of this contract are inseparable parts of this contract and have the same effect as the body of the contract.

14.7 All correspondence between the parties before the signing of the contract will automatically become invalid from the date of entry into force of the contract.

14.8 This contract may only be changed and supplemented in accordance with a written file signed by an authorized representative of both parties. These files will become an integral part of the contract.

14.9 The communication between the two parties for the performance of this contract shall be in duplicate in _国文.

14.10 The parties shall not transfer any rights and/or obligations of this contract to third parties until the other party has not agreed in advance.

14.11 Any provision of this contract does not affect trade between the State and any other country.

14.12 Party A agrees to purchase a batch from Party B so that Party A can produce “contracted products” in the amount of __ dollars. Orders and plans for specific parts are determined by the inspection team in the country, and if the price and conditions are favorable, Party A will order another batch from Party B.

Chapter 15 Legal Address

Party A: China __Company

address:

Telegraph registration:

telex:

__factory

Address: People's Republic of China __ Province__ City

Telegraph registration:

Party B: __国__ Company

address:

telex:

This contract is signed in __ on __year__月__日.

Party A: __ Company Representative Party B: __ Company Representative



__Factory representative

Party A Lawyer Party B Lawyer