Patent technology license contract
The ×××× company is one party, and the ××× country××× city×××× company is the other party;
Whereas the transferor is the patent holder of the ×××× technology;
In view of the rights of the transferor, and also agree to grant the right to use, manufacture and sell the patented technology of the ×××× patent to the transferee;
Whereas the transferee wishes to use the patented technology of the transferor to manufacture and sell the product;
The authorized representatives of both parties agreed to sign this contract on the following terms through friendly negotiation.
Article 1 Definition
1.1 “Patent Technology” - refers to the technology listed in Attachment 1 of this contract. The technology has been approved by the Chinese Patent Office in XX × × × Nikkei and obtained the patent right. The patent number is ××××.
1.2 “Transfer Party” - means the company of ×××国×××××××, or the legal representative, agent and inheritor of the company.
1.3 “Transferee” – refers to the Chinese ×××× company, or the legal representative, agent and property successor of the company.
1.4 “Contractual Products” – refers to the products listed in the Subsidiary Archives II of the Contract.
1.5 “Contract Factory” – refers to the factory that produces the contract product, which is located in the ××××××××××× factory.
1.6 “Net Sales Price” - refers to the balance of the sales invoice price of the contract product after deducting the packaging fee, transportation fee, insurance fee, commission, commercial discount, tax, and purchased parts.
1.7 “Patent Information” - refers to the relevant information listed in Attachment 1 of this contract.
1.8 “Contract Effective Date” – refers to the date of approval of the last party of the relevant authorities of the contract.
Article 2 Scope of the contract
2.1 The transferee agrees to obtain from the transferor and the transferor agrees to grant the transferee the right to design, manufacture and sell the contracted product. The name, model, specifications and technical parameters of the contract product can be found in the attached file II of this contract.
2.2 The transferor grants the transferee the right to design and manufacture the contracted product, use, sale and export contract product in China. This right is non-exclusive and non-transferable.
2.3 The transferor is responsible for providing the transferee with the patent information of the contract product, including the name, content, application status and patent number of the patent. For details, please refer to Attachment 1 of this contract.
2.4 In the execution of the contract, if the transferee needs the transferor to provide technical services or a part of the parts or raw materials required for production, the transferor is obliged to provide the transferee at the most favorable price. .
2.5 The transferor agrees to the rights of the transferee to use its trademark. In the contract product, the joint trademark of both parties may be adopted, or the words "made according to the permission of the transferor" shall be indicated.
Article 3 Contract price
3.1 In accordance with the content and scope of Article 2, this contract uses the commission method to calculate the price, and the currency of the consideration is US dollars.
3.2 The calculation fee for this contract royalty is calculated from the calendar year after the effective date of the contract, and the December 31 of each year is the settlement date of the commission fee.
3.3 The royalties are calculated based on the net sales price of the products sold in the current year, and the royalty rate is XX%. If the contract products are not sold, the royalties should not be calculated.
3.4 Within 10 days after the settlement fee settlement date, the transferee shall submit to the transferor the sales quantity, net sales and royalties payable for the previous year's contract products, net sales and royalties, in the form of written notice. The calculation method is detailed in Attachment III of this contract.
3.5 If the transferor needs to check the account of the transferee, it shall notify the transferee within 10 days after receiving the written notice from the transferee in accordance with Article 3.4. For details of the contents and procedures of the audit. Attached file IV of this contract.
Article 4 Payment terms
4.1 The royalties specified in Article 3 of this contract shall be paid by the transferee through the banks of ×××× Bank and XXX×, and the currency used in the payment shall be USD.
4.2 The transferor shall, upon receipt of the written notice from the transferee in accordance with the provisions of Article 3.4, immediately open the relevant documents, and the transferee shall pay the correct amount within 30 days after receiving the following documents issued by the transferor. The royalties are given to the party:
A. The commission fee is calculated in a single type of 4 copies;
B. 4 invoices for commercial invoices;
C. The current draft is in two copies.
4.3 In accordance with the provisions of this contract, if the transferor needs to pay the transferee a fine or compensation, the transferee has the right to deduct directly from the above payment.
Article 5 Delivery and improvement of information
5.1 The transferor shall provide the transferee with the name and content of the patent information and the relevant circumstances of the patent application by the Chinese Patent Office in accordance with the provisions of Attachment 2 of this contract.
5.2 The transferor shall deliver the patent information specified in Article 5.1 to the transferee at the same time as the contract is signed.
5.3 During the period of validity of the contract, if both parties have improved and developed the technologies involved in the contractual products, they shall provide each other with technical information for improvement and development free of charge.
5.4 Improved and developed technology, whose ownership belongs to the improvement and development party, and the other party may not use the technical information to apply for a patent or transfer to a third party.
Article 6 Infringement and Guarantee
6.1 The transferor guarantees that it is the legal holder of all patented technology and patent materials in this contract, and has the right to transfer to the transferee. If a third party alleged infringement occurs during the execution of the contract, the transferor is responsible for the third party. Negotiate and assume all legal and economic responsibilities arising therefrom.
6.2 The transferor guarantees that the patents involved in this contract are valid and legal during the execution of the contract. If the patent is prematurely invalid due to the transferor's reasons, the transferor shall reimburse the transferee for the fee paid by the transferee after the patent has expired, and add interest at the annual interest rate of ××%, and repay the transfer with the principal. square.
6.3 During the period of validity of the contract, the transferor shall pay the patent maintenance fee on time in accordance with the relevant provisions of the Chinese Patent Office to maintain the validity of the patent.
6.4 During the execution of the contract, if the legal nature of the patent involved in this contract changes, the transferor shall immediately report the situation to the transferee in writing, and then the parties will negotiate the implementation of the contract.
Article 7 Taxes and fees
7.1 The Government of the People's Republic of China shall levy all taxes and fees of the Transferee in connection with the execution of this Contract in accordance with its current tax laws and shall be borne by the Transferee.
7.2 All taxes and fees levied by the Government of the People's Republic of China in accordance with its current tax laws and related to the execution of this contract shall be borne by the transferor.
Article 8 Settlement of disputes
8.1 All disputes arising out of or in connection with the execution of this contract shall be settled through friendly negotiation.
8.2 If the negotiation fails, it shall be submitted to the Suzhou Municipal Arbitration Commission for arbitration.
8.3 The arbitral award is final and binding on both parties.
8.4 The arbitration fee or litigation fee shall be borne by the losing party.
8.5 In the course of the dispute, the rest of the contract will continue to be executed, except for the part that is undergoing arbitration.
Article 9 The contract enters into force and other
9.1 Each party shall apply to the relevant authorities for approval, with the date of approval of the last party as the effective date of the contract. Both parties should make every effort to obtain approval of the contract within 90 days, then notify the other party by telex and confirm with the letter.
9.2 If the contract is still not valid for six months from the date of signature, both parties have the right to cancel the contract. Once the contract is cancelled, the transferee shall return the patent information specified in Article 5.2 to the assigning party.
9.3 The validity period of this contract is calculated from the effective date of the contract for a total of × years. After the expiration of the validity period, this contract will automatically become invalid.
9.4 After the contract expires, if the patent involved in the contract is still valid, the transferee may not continue to use the patent. If it needs to continue to use, it shall renew the contract with the transferor. If the contract is invalid, if the patent involved in the contract is also In the event of a lapse, the transferee can continue to use the patent without paying any fees to the transferor.
9.5 At the expiration of this contract, the outstanding claims and debts of both parties shall not be affected by the expiration of the contract and shall continue to perform their respective duties.
9.6 In the execution of the contract, any changes, modifications, additions and deletions to its terms must be agreed upon by both parties and signed into a written file, which is an integral part of the contract and has the same effect as the contract.
9.7 This contract consists of Articles 1 through 9 and Attachment File 1 to Attachment File 4. The body and subsidiary files of the contract are inseparable and have the same legal effect.
9.8 This contract is in English, in four copies, and each party holds two copies. During the period of validity of the contract, the communication between the two parties shall be conducted in English, and the formal notice shall be in writing, and the airmail shall be sent by post in duplicate. The legal addresses of the parties to the contract are as follows:
A. Transferee: ×××× Company
Address: ××国××市××街
Telex: ××××
Fax: ××××
B. Transferor: ×××× Company
Address: ××国××市××街
Telex: ××××
Fax: ××××
Representative of the transferee: The transferee representative:
Whereas the transferor is the patent holder of the ×××× technology;
In view of the rights of the transferor, and also agree to grant the right to use, manufacture and sell the patented technology of the ×××× patent to the transferee;
Whereas the transferee wishes to use the patented technology of the transferor to manufacture and sell the product;
The authorized representatives of both parties agreed to sign this contract on the following terms through friendly negotiation.
Article 1 Definition
1.1 “Patent Technology” - refers to the technology listed in Attachment 1 of this contract. The technology has been approved by the Chinese Patent Office in XX × × × Nikkei and obtained the patent right. The patent number is ××××.
1.2 “Transfer Party” - means the company of ×××国×××××××, or the legal representative, agent and inheritor of the company.
1.3 “Transferee” – refers to the Chinese ×××× company, or the legal representative, agent and property successor of the company.
1.4 “Contractual Products” – refers to the products listed in the Subsidiary Archives II of the Contract.
1.5 “Contract Factory” – refers to the factory that produces the contract product, which is located in the ××××××××××× factory.
1.6 “Net Sales Price” - refers to the balance of the sales invoice price of the contract product after deducting the packaging fee, transportation fee, insurance fee, commission, commercial discount, tax, and purchased parts.
1.7 “Patent Information” - refers to the relevant information listed in Attachment 1 of this contract.
1.8 “Contract Effective Date” – refers to the date of approval of the last party of the relevant authorities of the contract.
Article 2 Scope of the contract
2.1 The transferee agrees to obtain from the transferor and the transferor agrees to grant the transferee the right to design, manufacture and sell the contracted product. The name, model, specifications and technical parameters of the contract product can be found in the attached file II of this contract.
2.2 The transferor grants the transferee the right to design and manufacture the contracted product, use, sale and export contract product in China. This right is non-exclusive and non-transferable.
2.3 The transferor is responsible for providing the transferee with the patent information of the contract product, including the name, content, application status and patent number of the patent. For details, please refer to Attachment 1 of this contract.
2.4 In the execution of the contract, if the transferee needs the transferor to provide technical services or a part of the parts or raw materials required for production, the transferor is obliged to provide the transferee at the most favorable price. .
2.5 The transferor agrees to the rights of the transferee to use its trademark. In the contract product, the joint trademark of both parties may be adopted, or the words "made according to the permission of the transferor" shall be indicated.
Article 3 Contract price
3.1 In accordance with the content and scope of Article 2, this contract uses the commission method to calculate the price, and the currency of the consideration is US dollars.
3.2 The calculation fee for this contract royalty is calculated from the calendar year after the effective date of the contract, and the December 31 of each year is the settlement date of the commission fee.
3.3 The royalties are calculated based on the net sales price of the products sold in the current year, and the royalty rate is XX%. If the contract products are not sold, the royalties should not be calculated.
3.4 Within 10 days after the settlement fee settlement date, the transferee shall submit to the transferor the sales quantity, net sales and royalties payable for the previous year's contract products, net sales and royalties, in the form of written notice. The calculation method is detailed in Attachment III of this contract.
3.5 If the transferor needs to check the account of the transferee, it shall notify the transferee within 10 days after receiving the written notice from the transferee in accordance with Article 3.4. For details of the contents and procedures of the audit. Attached file IV of this contract.
Article 4 Payment terms
4.1 The royalties specified in Article 3 of this contract shall be paid by the transferee through the banks of ×××× Bank and XXX×, and the currency used in the payment shall be USD.
4.2 The transferor shall, upon receipt of the written notice from the transferee in accordance with the provisions of Article 3.4, immediately open the relevant documents, and the transferee shall pay the correct amount within 30 days after receiving the following documents issued by the transferor. The royalties are given to the party:
A. The commission fee is calculated in a single type of 4 copies;
B. 4 invoices for commercial invoices;
C. The current draft is in two copies.
4.3 In accordance with the provisions of this contract, if the transferor needs to pay the transferee a fine or compensation, the transferee has the right to deduct directly from the above payment.
Article 5 Delivery and improvement of information
5.1 The transferor shall provide the transferee with the name and content of the patent information and the relevant circumstances of the patent application by the Chinese Patent Office in accordance with the provisions of Attachment 2 of this contract.
5.2 The transferor shall deliver the patent information specified in Article 5.1 to the transferee at the same time as the contract is signed.
5.3 During the period of validity of the contract, if both parties have improved and developed the technologies involved in the contractual products, they shall provide each other with technical information for improvement and development free of charge.
5.4 Improved and developed technology, whose ownership belongs to the improvement and development party, and the other party may not use the technical information to apply for a patent or transfer to a third party.
Article 6 Infringement and Guarantee
6.1 The transferor guarantees that it is the legal holder of all patented technology and patent materials in this contract, and has the right to transfer to the transferee. If a third party alleged infringement occurs during the execution of the contract, the transferor is responsible for the third party. Negotiate and assume all legal and economic responsibilities arising therefrom.
6.2 The transferor guarantees that the patents involved in this contract are valid and legal during the execution of the contract. If the patent is prematurely invalid due to the transferor's reasons, the transferor shall reimburse the transferee for the fee paid by the transferee after the patent has expired, and add interest at the annual interest rate of ××%, and repay the transfer with the principal. square.
6.3 During the period of validity of the contract, the transferor shall pay the patent maintenance fee on time in accordance with the relevant provisions of the Chinese Patent Office to maintain the validity of the patent.
6.4 During the execution of the contract, if the legal nature of the patent involved in this contract changes, the transferor shall immediately report the situation to the transferee in writing, and then the parties will negotiate the implementation of the contract.
Article 7 Taxes and fees
7.1 The Government of the People's Republic of China shall levy all taxes and fees of the Transferee in connection with the execution of this Contract in accordance with its current tax laws and shall be borne by the Transferee.
7.2 All taxes and fees levied by the Government of the People's Republic of China in accordance with its current tax laws and related to the execution of this contract shall be borne by the transferor.
Article 8 Settlement of disputes
8.1 All disputes arising out of or in connection with the execution of this contract shall be settled through friendly negotiation.
8.2 If the negotiation fails, it shall be submitted to the Suzhou Municipal Arbitration Commission for arbitration.
8.3 The arbitral award is final and binding on both parties.
8.4 The arbitration fee or litigation fee shall be borne by the losing party.
8.5 In the course of the dispute, the rest of the contract will continue to be executed, except for the part that is undergoing arbitration.
Article 9 The contract enters into force and other
9.1 Each party shall apply to the relevant authorities for approval, with the date of approval of the last party as the effective date of the contract. Both parties should make every effort to obtain approval of the contract within 90 days, then notify the other party by telex and confirm with the letter.
9.2 If the contract is still not valid for six months from the date of signature, both parties have the right to cancel the contract. Once the contract is cancelled, the transferee shall return the patent information specified in Article 5.2 to the assigning party.
9.3 The validity period of this contract is calculated from the effective date of the contract for a total of × years. After the expiration of the validity period, this contract will automatically become invalid.
9.4 After the contract expires, if the patent involved in the contract is still valid, the transferee may not continue to use the patent. If it needs to continue to use, it shall renew the contract with the transferor. If the contract is invalid, if the patent involved in the contract is also In the event of a lapse, the transferee can continue to use the patent without paying any fees to the transferor.
9.5 At the expiration of this contract, the outstanding claims and debts of both parties shall not be affected by the expiration of the contract and shall continue to perform their respective duties.
9.6 In the execution of the contract, any changes, modifications, additions and deletions to its terms must be agreed upon by both parties and signed into a written file, which is an integral part of the contract and has the same effect as the contract.
9.7 This contract consists of Articles 1 through 9 and Attachment File 1 to Attachment File 4. The body and subsidiary files of the contract are inseparable and have the same legal effect.
9.8 This contract is in English, in four copies, and each party holds two copies. During the period of validity of the contract, the communication between the two parties shall be conducted in English, and the formal notice shall be in writing, and the airmail shall be sent by post in duplicate. The legal addresses of the parties to the contract are as follows:
A. Transferee: ×××× Company
Address: ××国××市××街
Telex: ××××
Fax: ××××
B. Transferor: ×××× Company
Address: ××国××市××街
Telex: ××××
Fax: ××××
Representative of the transferee: The transferee representative:
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