[Boutique] Technical Cooperation Agreement Template

Part 1: Model Cooperation Agreement

Party A: xxx

Party B: xxx

On the basis of equality and voluntariness, both parties will fully cooperate with each other to establish a XX factory and clarify the rights and responsibilities of all parties to the cooperation.

1. Cooperation means:

Party A shall pay 70% of the shares; Party B shall have the technology and 30% of the shares.

2. Cooperation projects:

Xxxx. Includes various xxxxxxxxxx.

Cooperation time

Provisional X years, counting from the date on which the signature of this contract takes effect. After the expiration of the term, if both parties have the desire to continue to cooperate, the new agreement will be revised on the basis of this Agreement.

Cooperation division of labor:

1. Party B is responsible for the technical development, production training, production monitoring and product quality control of the project. Others are responsible for Party A.

2. The parties reserve the right to review the financial operations of the project on a monthly basis. If there is any doubt about the financial revenues and expenditures, the profit and loss, the parties have the right to verify the original documents and check the accounts. If the accounts are suspicious and the parties cannot provide a reasonable explanation, the parties to the project shall have the right to pursue the economic and legal responsibilities of the parties. The original income and expenditure receipts of all accounts related to the project's expenditures, income, etc. shall be signed and approved by the parties and submitted to the financial administrator for account.

V. Technology, market confidentiality:

During the cooperation period, no one may transfer the technology and market content without the consent of the project partners, and may not cooperate with the partners other than the project partners or seek benefits for others, and may not disclose the technology. The offender project partner has the right to confiscate the relevant income of the responsible party and to investigate the economic legal responsibility of the responsible party.

6. Income distribution:

1. The profit of the project is divided into shares according to the proportion of different shares held by the partners. Party A accounts for 70% of the shareholding and Party B accounts for 30% of the share. At the end of the year, the annual dividend is paid once in the case of ensuring the normal operation of the project. When expanding business operations, if it is necessary to retain profits, it must be approved by all parties and must not exceed 30% of the total annual profit. The retention is calculated as the equity capital of the parties based on the proportion of the shares of the parties.

2. Considering the individual circumstances of Party B, Party B has the right to advance the salary, but half of the salary is deducted from Party B's year-end dividend, and the other half is included in the project operating cost.

3. The fixed assets of the funds issued by Party A are depreciated over five years, but the liquid funds are not subject to interest.

4. Party B is responsible for the loss caused by product quality problems, and Party A is responsible for the loss of bad debts caused by poor sales management.

VII. Cooperation safeguard measures

1. During the cooperation period, either party of the project cooperation will withdraw from the cooperation project without the approval of the other party, and the responsible party shall compensate the injured party for the loss of investment and the other gains during the cooperation period. It must also abide by the technical and market confidentiality provisions. It is not allowed to use or operate the same technical content and market content of the project within two years. Otherwise, the project partners shall have the right to pursue all economic and legal responsibilities of the defaulting party.

2. During the cooperation period, due to war force, disasters, diseases and other force majeure factors, the project cooperation will be dissolved or the cooperation will not cooperate after the cooperation expires. The technical content of the project belongs to both parties.

3. If one of the partners violates this contract, the other party has the right to cancel the cooperation with the defaulting party and investigate all economic and legal liabilities of the defaulting party.

8. Other unfinished matters shall be supplemented by mutual agreement between the two parties, and the supplementary clause shall have the legal effect of this contract.

9. This contract is made in two copies, one for each party.

Party A: xxx Party B: xxx

Date: Date:

Part 2: Model Cooperation Agreement

Party A: ___________________

Legal representative: _______________

Party B: ___________________

Legal representative: _______________

In accordance with the relevant provisions of the "Contract Law of the People's Republic of China", through friendly consultations between the two parties, in the long-term principle of equal cooperation and mutual benefit, to achieve a direct alliance of technology research and development and market operations, create good economic and social benefits, and achieve The following agreement:

First, the purpose of cooperation

Promote the development of scientific and technological industrialization, make full use of Party A's extensive market resource advantages and leverage the capabilities of Party B's scientific research platform to achieve direct alliances between technology research and development and market operations.

Second, the scope of cooperation

1. Multimedia software, hardware development.

2. Marketing of IT products.

3. Network engineering.

4. Network operations.

Third, cooperation methods and conditions

1. Based on the existing marketing network and social resources, Party A further develops market potential and gradually forms a standardized, nationwide marketing network.

2. Party A collects and undertakes the application of soft and hardware development projects according to social needs.

3. Party B uses a strong technical development force to develop a new project undertaken by Party A or jointly established by Party A and Party B.

4. Party B shall cooperate with Party A to provide technical advice and provide technical support in the process of developing business.

Fourth, the power of duty

1. Projects belonging to Party A and Party B jointly planned and jointly developed, whose ownership belongs to Party A and Party B.

2. A development project that is unilaterally undertaken by Party B, and its ownership belongs to Party B.

3. In the process of cooperation between the two parties, Party A and Party B have no right to interfere in the internal management of the other party's enterprise.

4. Both parties should be based on honesty, exchange and discuss business activities, so as to promote each other.

V. Benefit distribution

1. A series of products jointly developed by both parties. The market price is negotiated by both parties and is divided according to the proportion of _____% of the after-tax benefits. The share ratio can be adjusted once every six months and negotiated and adjusted according to the cooperation situation.

2. Products belonging to Party B's unilateral development. If Party A is interested in cooperation, it may, after consultation between the two parties, determine the mode of cooperation and the method of division.

6. Ownership and sharing of the results of joint development projects

1. If a party transfers its patent right, the other party may give priority to the patent right it has.

2. Among the parties to the cooperation, if the unilateral statement waives the patent application right, the other party may apply separately.

3. After the development project is granted a patent, the party that waives the patent application right can obtain the ordinary implementation license of the patent for free, and the license cannot be revoked.

4. If one party does not agree to apply for a patent, the other party may not apply for a patent unilaterally.

5. Under special circumstances, the parties may also stipulate in the contract the share of the right to share the technical achievements and the patent application rights they enjoy, and the research and development results produced at each major stage of technology development shall be agreed to be independently enjoyed. s right.

Seven, confidentiality provisions

1. All information provided by Party A and Party B to the other party, special technology and planning and design of the project shall be strictly confidential and shall only be used within the business scope of the partners.

2. All senior staff of the Company A and Party B, the R&D team will sign a confidentiality agreement with the partner company to ensure that the confidential information they contact during the employment period and the research and development period, and the special technology will be kept confidential.

3. All materials related to funds provided by Party A and Party B, including but not limited to capital operation plan, treasury information, customer list, business decision, project design, capital financing, technical data, project business plan Painting books, etc. are all confidential.

4. Any act that provides confidential content to a third party directly, indirectly, orally or in writing without the written consent of the parties is a breach of confidentiality.

Eight, other

1. A dispute between Party A and Party B in the execution of this contract may be settled through friendly negotiation between the two parties. If the mediation between the two parties is invalid, the arbitration may be submitted to the relevant arbitration institution.

2. Matters not covered by this Agreement, the parties agree to a supplementary agreement and have the same legal effect as this Agreement.

3. This Agreement is made in two copies and each party shall hold one copy.

4. This Agreement shall become effective upon signature by both parties.

Party A: ___________________

address:___________________

Legal representative: _______________

Signing place: _________________

Signing time: _______________

Party B: ___________________

address:___________________

Legal representative: _______________

Signing place: _________________

Signing time: _______________

Part 3: Model Cooperation Agreement

Contract number: ____________________

Technical service project: ____________________

Principal: ____________

Legal representative: ______________________

Legal address:________________________

Postal code: ________________________

contact number:________________________

Service party: ___________

Legal representative: ______________________

Legal address:________________________

Postal code: ________________________

contact number:________________________

____________year month day

Preface

In view of the need for Party A to provide technical services to Party B for the _________ technical project; in view of Party B's willingness to accept Party A's entrustment and provide technical services; in accordance with the provisions of the Contract Law of the People's Republic of China on technical contracts and other relevant laws and regulations, After friendly negotiation, the two parties agreed to conclude this contract on the following terms and jointly abide by the implementation.

text

First service item name

1.1 The name of the service item refers to the full name of the technical target item involved in the technical service contract. The technical service project name of this contract is:

1.2 The project name of the technical service contract should reflect the technical and legal characteristics of the contract in concise and accurate words and language, and the project name must be consistent with the content, and try to use standardized expressions, such as the technology about ______ technology. Service contract or technical training contract or technical intermediary contract.

1.3 In view of the specific situation of China's technical service industry, the types of technical service contracts are numerous and complex, and only the technical training contracts and technical intermediary contracts are specified in the law. However, the scope of technical services is far from being limited to this. Most contracts between parties that require scientific and technical knowledge to solve specific technical problems are mostly technical service contracts.

Article 2 Contents, methods and requirements of technical services

2.1 The technical service contract is reflected in the technical work results, mainly including product design, process preparation, engineering calculation, material formulation, equipment transformation, formulation of enterprise technical transformation plan, improvement management, computer program design and retrieval, and complex physical testing. And chemical testing, biological testing, complex products or materials

Technical analysis and identification, other scientific research, technology development, technology transfer, industrialization testing and specific technical work completed in production activities, as well as technical training and technical intermediary contracts. The service provider may provide technical services to the client for the above technical service content.

2.2 The way of technical service mainly refers to the specific practices, methods and methods of completing technical service work. The two parties agree that the service provider can provide technical services through product design, process preparation, unconventional physical and chemical test analysis, enterprise technology transformation, material identification analysis, professional and technical personnel training, and technical intermediary activities.

2.3 Technical service requirements refer to the difficulty, specific technical indicators, economic indicators and implementation effects of completing specific technical service projects. For example, in order to introduce the installation and commissioning of technical equipment and the digestion and absorption of key components, technical equipment can enable technical equipment to achieve a certain level of technical living standards and certain standards.

Article 3 Time limit, place and manner of performance

3.1 The term of performance of this contract refers to the specific time of the contract from the beginning of performance to the completion of the performance, as well as the starting and ending time of each stage of the phased performance. The parties agree that their respective performance periods are: If the parties have not agreed on the time limit for performance, the obligor can perform at any time, and the right party can also ask the other party to perform at any time but should give the other party the necessary preparation time.

3.2 The place of performance of this contract may be agreed by both parties at the place of the entrusting party, or may be agreed at the location of the service party or other places agreed by both parties. If the agreement is not clear, it is presumed to be performed at the client's location.

3.3 The implementation of this contract can be agreed upon by the design of the process product structure, the test analysis of new product and new material properties, the commissioning of new or complex production lines, non-standardized test analysis, and the use of technology and experience to serve specific technical projects. carry out.

Article 4 Working conditions and cooperation matters

4.1 Working conditions and coordination matters means that in order for the service party to carry out the service work smoothly, the entrusting party shall provide the necessary working conditions and technical background information to the service party.

4.2 The matters that the client should collaborate mainly include the following aspects:

Explain to the service party the main points of the technical problem to be solved, and provide relevant technical background materials and related technologies, data, original design files and necessary sample materials;

Supplement the relevant information according to the requirements of the service party, and add relevant information and data;

The technical information and data provided to the service party are obviously wrong and defective, and should be revised and improved in time;

Provide a place and necessary working conditions for the service provider to carry out service work.

4.3 The parties agree that the entrusting party shall provide the following technical materials and data to the service party:

4.4 The parties agree that the entrusting party shall provide the following work to the service party.

condition:

4.5 The above-mentioned collaborative matters should be clearly defined and specific, and the specific time, content, quantity, method and requirements for providing information and working conditions should be written as far as possible.

Article 5 Confidentiality of technical information and materials

5.1 If the contents of this contract require confidentiality in relation to national security and major interests, the scope, confidentiality and confidentiality period of the confidential matters and the confidentiality obligations of the parties shall be stated in the contract.

5.2 If the technical materials and data provided by the entrusting party need to be kept confidential, the scope and time limit of confidentiality shall be stipulated in the contract. If the contract is not agreed, the client shall not interfere with the service party's citation, publication and provision to third parties.

5.3 The parties may agree that the contract confidentiality clause shall remain valid regardless of whether the contract is changed, terminated or terminated, and all parties shall continue to undertake the agreed confidentiality obligations.

Article 6 Acceptance criteria and methods

6.1 In view of the special acceptance of technical service contracts, most of their technical service achievements belong to the category of soft science. To some extent, they are intangible and inoperable. Their acceptance criteria are generally not measured by hard indicators. Therefore, both parties should be scientific and fair. The principle of seeking truth from facts is strictly checked and accepted in accordance with the requirements of the contract, and it should not be too harsh or unfair.

6, 2 Both parties may agree in the contract to adopt the appraisal meeting and expert evaluation of the technical service results, or may agree that the unilateral approval of the entrusting party shall be deemed as acceptance. However, regardless of the method used for acceptance, a written acceptance certificate shall be issued by the acceptance party.

6.3 If the parties do not agree on the acceptance or evaluation method in the contract, then the appraisal shall be organized according to the general requirements of the contract.

Article 7 Remuneration and payment methods

7.1 Both parties shall clearly stipulate the remuneration that the service provider shall receive for the provision of technical services. In this contract, the entrusting party shall pay the service party RMB.

7.2 The payment method and term of the agreed payment of both parties are:

7.3 Both parties may agree on the amount of money to be paid and paid by the service party if the necessary investigation, research, analysis and demonstration, and test and measurement activities are not included in the contractual remuneration.

Article 8 Liability for breach of contract

8.1 If the entrusting party violates the contractual agreement and affects the progress and quality of the work, and does not accept or overdue the work results of the service party, it shall pay the remuneration in full.

8.2 If the entrusting party fails to provide technical information, data, samples and working conditions in accordance with the contract, and affects the quality and progress of the work, it shall pay remuneration in full; if the entrusting party fails to provide the agreed material and technical conditions within two months, the servant shall have the right. When the contract is terminated, the entrusting party shall pay the liquidated damages or compensate the losses caused to the service party.

8.3 If the entrusting party delays accepting the results of the work, it shall pay liquidated damages and custody fees;

If the entrusting party fails to receive the work results within six months, the service party shall have the right to dispose of the work results, and after deducting the remuneration, liquidated damages and custody fees from the proceeds obtained, the remaining part shall be returned to the entrusting party, and the proceeds obtained shall be insufficient to compensate, In case of liquidated damages and custodial fees, the right to request the entrusting party to make up the shortfall.

8.4 If the service party finds that the technical materials, data, samples, materials or working conditions provided by the entrusting party do not conform to the contractual agreement, it shall promptly notify the entrusting party that the entrusting party shall supplement, modify or replace it within the agreed time limit, and the entrusting party shall be notified. If the reply is not made on time, it shall bear the corresponding responsibility.

8.5 During the performance of the contract, the service party shall suspend the work when it is in danger of damage to materials, samples or equipment, and notify the entrusting party or make recommendations in a timely manner. The entrusting party shall reply within the agreed time limit, and the entrusting party fails to meet the deadline. If the reply is answered, the entrusting party shall bear the corresponding responsibility.

8.6 The technical data, data, samples or the work results provided by the client shall be kept confidential. The scope and duration of the confidentiality and the confidentiality obligations of the parties shall be stipulated in the contract. If the entrusting party violates the confidentiality obligations, it shall bear the corresponding Responsibility.

8.7 If the service party fails to complete the service work in accordance with the contract, it shall reduce or waive the remuneration and pay liquidated damages or compensate for the loss.

8.8 If the service provider delays the delivery of the work results, the entrusting party shall have the right to terminate the contract, and the service party shall return the technical materials, samples and remuneration received, and pay liquidated damages or compensate for the losses.

8.9 The service results and service quality of the service party are flawed. If the entrusting party agrees to use it, the service party shall reduce the remuneration and take corresponding remedial measures; the work results and service quality are seriously flawed, and the technical problems of the contract are not resolved. The party shall be exempt from remuneration and pay liquidated damages or compensate for losses.

8.10 If the service party fails to keep confidential the samples and technical materials delivered by the entrusting party, resulting in loss of security, lack of quality, pollution, or damage, it shall pay liquidated damages or compensate for losses.

8.11 During the performance of the contract, the service party shall bear the corresponding responsibility if it finds that the work, if it is in danger of damage to materials, samples or equipment, should suspend the work without suspending the work, or take appropriate measures and notify the entrusting party in time.

8.12 If the service party violates the contractual confidentiality obligations and causes losses to the entrusting party, it shall bear corresponding responsibilities.

Article 9: Solutions to disputes

9.1 In the process of fulfilling this contract, both Party A and Party B may resolve the dispute according to the voluntary choice of negotiation, mediation, arbitration or litigation.

9.2 After the dispute has occurred, both parties shall, in accordance with the principle of equality and voluntariness, clarify their respective responsibilities in accordance with the contractual agreement and resolve the dispute by means of negotiation.

9.3 If the two parties are unwilling to negotiate or fail to negotiate, the dispute may be submitted to a third party jointly designated by the two parties for mediation.

9.4 If the two parties negotiate, mediate, or are unwilling to negotiate or mediate, they may agree to submit the dispute to the ___________ Arbitration Commission for arbitration.

9.5 The two parties may also stipulate that they will file a lawsuit directly with the court without arbitration, and resolve the dispute through litigation.

Article 10 Interpretation of nouns and terms

10.1 Technical Service: refers to a service activity in which a science and technology expert or a think tank composed of experts uses their own scientific and technological knowledge to solve specific technical problems for others.

10.2 Technical Service Contract: A contract concluded by one of the parties to solve a specific technical problem by technical knowledge, but does not include a proposed engineering contract and a contract.

10.3 Technical training contract: refers to the contract between the party and the other party to entrust the other party to the technical guidance and professional training of the specific project.

10.4 Technology Intermediary Contract: A contract concluded by a party using its own technical knowledge to facilitate the introduction of a technical contract between the other party and a third party, and to assist in resolving the agreed technical issues.

10.5 Specific technical issues; refers to the need to use scientific and technical knowledge to solve professional technology work to improve product structure, improve process, improve product quality, reduce product costs, save resources and energy, protect resources and environment, achieve safe operation, improve economy Benefits and other issues.

10.6 Technical work results: refers to the use of scientific and technical knowledge and means by the service providers

Work based on scientific and technical knowledge that is completed by specific technical issues.

10.7 Acceptance criteria and methods refer to the criteria and methods agreed upon by the two parties to meet the requirements of the contractual agreement when the technical service contract is completed.

Enclosure

Article 11 This contract shall become effective after being signed and sealed by both parties; if it is subject to the approval of the relevant department, the date of approval of the relevant department shall be the effective date of the contract.

Article 12 Matters not covered in this contract shall be settled through negotiation between the two parties.

Article 13 This contract is a _______ share, and both Party A and Party B shall hold one copy.

Party A: ______________

Legal representative: _________________

date:_______________________

Party B: _______________

Legal representative: _________________

date:_______________________

Approval department comments: _______________

Approval Department;___________

date:_______________________