Technology license agreement

The licensor ____________ is a ______________ (licensee organization form) established under the _________ law, registered address _______________, principal place of business ______________. and licensee _____________, is a law established under Chinese law _____________ (acceptor organization form), registered address _____________________, main place of business _______________. The licensor and the licensee are separately referred to as one party, collectively referred to as both parties

Foreword

A. The licensor is a global manufacturer of large _________ products.

B. The licensee is a Chinese _________ product manufacturer.

C. The licensee wishes to obtain a license from the licensor, and the licensor is willing to grant the licensee a license to manufacture the _________ product (see attached file _________, hereinafter referred to as the product).

D. The Licensor agrees to grant Licensee a license to manufacture the Licensed Product in accordance with the laws of the relevant department and the terms of this Agreement.

The two sides, in accordance with the principle of equality and mutual benefit, and, in accordance with relevant laws, agreed to sign a licensing agreement in accordance with the terms of this Agreement. The parties hereby hereby agree as follows:

1. Definitions and Interpretations Unless otherwise agreed by this Agreement or otherwise indicated in the context, the interpretation rules of this Agreement and the meanings of the terms used in this Agreement are given in Appendix I.

2. Grant a license

2.1 Licensing The Licensor hereby grants the Licensee the right to be enforced, not assignable or transferable to another person, indivisible:

(a) in China _________ (province) _________ (City) in the approved facility of the licensee, using the licensor's technical materials, patents and related tools to manufacture (non-exclusive) (exclusive) rights to the licensed product;

(b) the exclusive right to sell the licensed product to the licensee's exclusive customer and in the exclusive area of ​​the licensee, and in the non-exclusive area of ​​the licensee subject to the provisions of the product supply agreement and the distribution agreement Non-exclusive rights to sell licensed products.

2.2 License Period

2.1

The validity period of each patent license granted under subparagraph (a) shall be from the date of entry into force of the agreement or the date of issuance or grant of the relevant patent certificate to the following date:

(a) the expiration of the relevant patent protection period;

(b) the expiration of the period by which the licensor has the right to grant the license; or (c) the expiration or early termination of the term of this Agreement in accordance with the relevant provisions of this Agreement.

3. License fee

3.1

The entry fee and royalties licensee should:

(a) payment of _________ dollars (entry fee) to the licensor; and (b) payment of royalties to the licensor in the following manner within the agreed period, in the amount of _________ of net sales.

3.2 Other Fees: Licensee shall pay an additional fee for the collection, copying or other reproduction of technical materials, tools and information relating to the revision of third party software under this Agreement. The licensee shall pay the licensor the above fee within sixty (60) days of the licensor's payment notice.

4. Recording and payment

4.1 License Fee Payment Date: The licensor shall pay the franchisee an entry fee within thirty (30) days of the effective date of the agreement.

4.2 Commission fee report: within the fifteenth (15th) day after the end of the contract period, half a year (as of June 30 or December 31 of each year), from the ______ year ______ month ______ day At the beginning of the commission payment period, the licensor shall, in accordance with the form specified in the _________ annex to this Agreement, issue a written report (the royalty report) to the licensee for the previous commission payment period. The royalties report shall be confirmed by (authorized senior management or director of the licensee). The amount contained in the royalties report shall not be deducted because the licensee has extended its payment obligations to the buyer, and has not or cannot receive the arrears from the licensed product buyer or any other person. In order to determine the amount of the royalties, the licensor will ask the licensee to provide relevant information from time to time, and the licensee should satisfy the reasonable request of the licensor.

4.3 Date of payment of royalties: Within sixty (60) days after the end of each commission payment period, the licensee shall pay the licensor the amount of the royalties stated in the current royalties report.

4.4 Wire Transfer Fee: According to the written notice from the licensor to the licensee from time to time, the licensee shall pay all the payables under this Agreement to the licensor's bank account by wire transfer.

4.5 Tax Payment: Except for the tax payable on the payment to the licensor, the licensee shall be responsible for paying all taxes incurred during the signing and performance of this Agreement. When the licensee pays the licensor the amount under this Agreement, it shall withhold the relevant tax withholding from the middle, and within 30 (30) days, provide the licensor with the relevant taxation of the relevant government agency. Tax payment certificate paid. To assist the licensor in obtaining tax credits or concessions for tax accruals paid in China in the country, the licensee shall provide the licensor with additional evidence required by the foreign tax authority.

4.6 Delay in Payment of Interest: If the Licensee fails to pay a licensor a fee within the time limit set forth in this Agreement, the Licensee shall bear interest on the date on which the payment is due until the payment is made in full. The relevant interest rate (according to the L1BOR US dollar loan interest rate plus 2%, calculated on a daily basis.)

4.7 Payment cannot be made: If the licensee does not pay any part of the royalties or other due payments on or before the relevant due date, the licensor is not obliged to submit any other to the licensee. Technical information, technical improvements or tools, or continue to provide technical support or training.

4.8 Save Sales Record: The licensee shall record the sales of the licensed product in a clear and accurate manner. The licensor has the right to audit all records relating to the calculation of the royalties at the expense of the fee. The licensor's audit shall be conducted during the normal business hours of the licensee, no more than (one) per calendar (quarter) (year), and the licensee shall be notified in writing at least two (2) business days in advance. If it is found through audit that the commission fee for any commission payment period is incorrectly calculated, the commission fee for the period shall be adjusted accordingly. If the audit finds that there are other payments due within the commission payment period, the licensee shall pay the licensor within thirty (30) days. If the audit reveals that the licensee has paid more than the royalties payable in the current period, the licensor shall return the excess to the licensee within thirty (30) days.

5. Software and firmware

5.1 Operational Software License: The Licensor hereby grants Licensee the right to use the Operating Software for non-exclusive rights, but only for Licensed Products and subject to the provisions of Section 5.4. The licensor and each of its third-party software providers (each third-party software provider) retain all rights to the operating software used in the licensed product. The licensor hereby authorizes the licensee to grant the sublicense of the operating software to the buyer of the licensed product, generally in accordance with the written agreement (software sublicense) made in the format listed in the attached file _________. Except as otherwise expressly provided in this Agreement, Licensee shall not own or license or attempt to license any rights in or relating to the Operating Software to the Buyer or any other person of the Licensed Product.

5.2 Software Sub-license: The licensee shall manage and supervise each software sub-license to ensure that each buyer/sublicensee complies with the relevant regulations. If the buyer/sublicensee violates the software sublicense, the licensee shall immediately notify the licensor in writing (or its designation online) and take all measures required by the licensor from time to time to assist the licensor (or designate In the case of online stipulations, the rights of the sub-licensor are exercised and remedies are taken, or the licensor exercises the relevant rights and takes remedies.

5.3 Firmware Rights: For firmware, the licensee shall indicate the copyright logo and/or other marks on the firmware in accordance with relevant laws and prudent procedures, inform the buyer of the licensed product and anyone else, strictly prohibiting the copying and distribution of the firmware. Demolition or other similar acts, and the licensor's exclusive rights to the firmware.

5.4 Licensee's own use of the product: If the licensee uses the agreed or licensed product for its own use, including testing, training or display activities permitted by this Agreement or otherwise approved by the licensor, the licensee is using the relevant operating software. The sublicense agreement must be complied with as the buyer/sublicensee of the licensed product.

5.5 Third-party software license: If the licensee is inseparable from the operating software, the licensee cannot obtain the third-party software through other means. If the licensor has the statutory and contractual rights to sublicense the licensee to the licensee, then On the application of the licensee, the licensor shall sublicense the licensee exclusively for the purposes of this Agreement. A separate written agreement shall be signed for the sub-license, including the following terms and conditions and other contents reasonably required by the licensor:

(a) Licensee shall comply with all relevant terms and conditions of the license agreement between the licensor and each third-party software provider;

(b) Licensee shall promptly report to the licensor and pay the fee for the use and permission of the third party software to enable the licensor to meet its obligations to the third party software provider; Licensee The payment to the licensor shall include all fees payable by the licensor for the licensee's use of the third party software, and reasonable charges and related fees for the licensor's copying and other actions for the licensee to use the third party software. Management cost;

(c) The Licensee shall make a claim and liability (including attorney's fees and expenses) for damages, losses, expenses or expenses arising out of the use or permitted sub-licensing of the Third Party Software to the Licensor and its online The structure compensates and protects it from damage.

5.6 Third-party software license request: For third-party software that is not an integral part of the operating software, if the licensee cannot obtain it in time, and the licensor has statutory or contractual rights to sublicense the software to the licensee, it should be At the request of the licensor, the licensor shall comply with and reasonably consider sublicense to the licensee in accordance with the provisions of Article 5.5.

5.7 Third-party software license assistance: For third-party software that does not have legal or contractual rights to license the licensee, the licensor shall, at the request of the licensee, make commercially reasonable efforts to assist the licensee from The third party software supplier obtains the relevant license of the third party software, and the licensee bears the corresponding costs and expenses.

5.8 Third Party Software Modification: If the licensor has modified the third party software, the licensor shall provide such modification to the licensee within the scope of its statutory or contractual rights.

5.9 Relevant source code transfer In the case of third party software source code, the licensor is not obliged to grant the licensee any sublicense of any nature.

6. Delivery of technical data and tools 6.1 Licensor's delivery: The licensor shall begin to provide the licensee with relevant technical information and tools within thirty (30) days of the effective date of the agreement.

6.2 Form of first delivery: The technical information and tools containing the initial submission under this Agreement shall be in the form taken by the licensor in its _______________ (location) plant on the effective date of the agreement. (The licensor shall notify the licensee within a reasonable period of time if the licensor makes any improvement to the technical documentation for any normal use of the licensor's manufacture in the _______________ (location) premises during the term of the agreement. .)

6.3 deemed delivery: The licensee shall appoint a common carrier and organize the delivery of technical information and tools at a cost of _____________. The delivery of technical data and tools by the licensor to the ordinary carrier designated and arranged by the licensee in its facility is deemed to have been completed.

6.4 Licensee's use of the Tool: Under no circumstances shall the Licensor be obligated to provide the Licensee with the source code for any technical documentation or software involving the Software, the Software, or any third party software. Licensee may not copy, reverse engineer, disassemble or revise the Tool, use the Tool for any purpose other than the Licensed Product, or permit use or contact with other persons who are not reasonably necessary to manufacture the Licensed Product. tool.

6.5 Licensee Access Settings: Licensee confirms that it has not acquired any rights under this Agreement: access is placed on each host computer system, regional network, wide area network operated by the licensor or its online operations A system, database, software or service on or in a facility (including but not limited to a workstation and a personal computer connected to it).

6.6 Return of Information: Upon termination of this Agreement, or after the Licensee ceases to use any part of any Tool or Technical Data, the Licensee shall promptly (1) return and/or destroy (including from) the Licensee in accordance with the instructions of the Licensor. The computer memory in its control deletes all materials (including originals and copies) that represent the technical data and/or tools located on any medium; and (2) grants the license within ten (10) days of the request of the licensor The person confirms in writing that all of the above materials have been returned or destroyed.

7. Technical support and training

7.1 Licensor Training Obligation Licensor shall provide the licensee with the technical support and training specified in the attached file _________.

7.2 Additional Training and Support: At the request of the licensee, the licensor may, at its discretion, provide additional technical support and training to the licensee in accordance with the licensor's fee schedule. Such charges should include daily allowances (including wages or salaries, additional benefits and administrative expenses) based on the associated costs of the personnel used, as well as travel, accommodation and related expenses for such personnel (eg for related facilities) Use, access to external resources, services and materials, etc.). Licensee shall pay all relevant fees in full within thirty (30) days of the licensor's payment notice for the above fees.

8. Parts procurement, subcontracting

8.1 Licensor Parts Supply Licensee shall purchase Licensee Parts from the Licensor in accordance with the terms and conditions set forth in the Parts Supply Agreement.

8.2 Third Party Parts Supply: The licensee shall have the right to purchase from (third party supplier) (approved supplier) in accordance with (approved terms) (subject to mutually agreed terms between the licensee and the approved provider) Third party parts.

8.3 Sub-licensing technical information: Licensee (should have the right) (not allowed) to sublicense the technical data to (subcontractor) (subcontractor determined in accordance with the approved terms), but subject to (Subject to the written consent of the licensee in accordance with a separate written agreement. The sole purpose of the sublicense is to manufacture the components or elements of the licensed product)

8.4 Obligations of the Licensee Although there may be other provisions in this Agreement:

(a) Licensee shall be solely responsible for the actions of all (third party suppliers) (approved suppliers) (and) (subcontractors) (approved subcontractors) under this Agreement to ensure this The requirements under the agreement are complied with.

(b) at the request of the licensor, the licensee shall agree with it (the third party supplier) (approved supplier) (and) (subcontractor) (approved subcontractor) Transfer to the licensor. If the licensee does not take any action to claim its rights under the agreement between (a third party supplier) (approved supplier) (and) (subcontractor) (approved subcontractor), The licensor has the right to take all measures prescribed by law or agreement to ensure that the provisions of this Agreement are fulfilled and that the licensor’s legal rights are protected.

8.5 Licensee's Disclosure of Technical Information: In accordance with the above provisions of this Agreement, the Licensee shall have the right to disclose the Technical Information to the third party (and to subcontract the components or elements of the Licensed Product). The supplier) (approved supplier) (and) (subcontractor) (approved subcontractor) for disclosure. However, the licensee shall comply with the following provisions:

(a) The main content of not disclosing technical information to a supplier:

(b) disclose to any supplier only the part of the technical information necessary to provide the third party component (or component or element): and (c) obtain the following binding from the supplier before submitting the relevant technical information. Written commitment:

(1) Compliance with the confidentiality obligations of the licensee not less than this Agreement;

(2) comply with the relevant standards of this part of the technical information;

(3) The technical information obtained may only be used for the purpose of manufacturing and/or providing third party parts (or components or elements) to the licensee at any time; and (4) accepting the obligations specified in 8.4 and 8.5, but The licensee cannot thereby waive the obligations set out in Article 8.4.

8.6 Licensee's Confirmation: The Licensee acknowledges and agrees that this Section 8 is reasonably necessary to ensure that the quality of the Licensed Product meets the licensor's quality standards and that the licensor's technical information is protected.

9. Quality Assurance

9.1 Licensee's Quality Assurance: Licensee acknowledges that it is important to meet and maintain the high standards that licensors typically achieve in manufacturing. With this in mind, the licensee promises that the manufacture of the licensed product must be strictly adhered to:

(a) technical information and related manufacturing procedures; and (b) technical specifications.

9.2 Notice of Licensee Modification: If the Licensee intends to make significant changes to the methods, procedures and equipment used in the manufacture of the Licensed Product, the Licensee shall be notified in writing. Written notice of the proposed modification shall be provided to the licensor at least sixty (60) days prior to the date of the proposed change to enable the licensor to assess whether the modification will permit the licensee to manufacture the licensed product in accordance with the technical specifications. Have any negative impact. Licensed personnel may make relevant changes based on the written approval only after obtaining the written approval of the licensor.

9.3 Facility inspection: The licensor may, at its own expense, conduct an on-site inspection of the approved facility and other facilities of the licensee to verify that the manufacture of the licensed product meets the technical specifications and that the licensee is in compliance with the obligations under this Agreement. Inspection of approved facilities and other facilities of the licensee may be conducted at any time within the normal business hours of the licensee, with or without prior notice, but the licensor shall comply with the reasonable confidentiality and security of the licensee. And / or safety regulations.

9.4 Amendment of Licensed Products: If the licensor is not satisfied with the above inspection, the licensor shall notify the licensee in writing of the inspection opinions, and the licensee shall follow the licensor's recommendations within sixty (60) days after the written notice is issued. Take all appropriate corrective actions to improve the manufacture of the licensed product.

10. Technical Improvements 10.1 Technical Improvements Developed by Licensors

(a) Before the termination of the term of the agreement, the licensor shall improve the technology used in the manufacture of the agreement product (whether or not the improvement is patented) and notify the licensee in advance (up to one year). Such notices and recommendations shall be made within a reasonable time after the licensor begins to use the technical improvements in the manufacture of the agreed product, up to a maximum of one year.

(b) in compliance

Subject to the provisions of Section 10.1(c), the licensee shall be authorized to use and the licensor shall submit the relevant technical information of the technical improvement to the licensee, and the licensee shall have the right to use such technical information in accordance with the provisions of this Agreement. Dedicated to the manufacture of licensed products.

(c) The licensee is not obligated to submit technical information under this Article 10.1 unless the following provisions are met, and the licensee is not entitled to use this technical improvement:

(1) Both parties agree on the implementation plan and timetable;

(2) The licensee has successfully manufactured the licensed product for the technical materials previously submitted by the licensor; and (3) the licensee has obtained and installed all manufacturing equipment and other matters in the approved facility and The facility, or other modifications or improvements necessary to successfully implement this technical improvement, have been adopted in the approved facility.

10.2 Technical improvements developed by the licensee

(a) Licensee shall promptly disclose any technical improvement information it has developed or otherwise obtained to the licensor. If the licensor believes that such technological improvements will enhance the technical performance and commercial potential of the licensed product, the licensee may be authorized to use the licensed technology to improve the manufacture of the licensed product. Licensee may not use any technology developed by Licensee to manufacture Licensed Products prior to receipt of a written authorization notice from the Licensor.

(b) Upon receipt of the authorization notice issued by the licensor, the licensee may use the licensed technical improvements for the manufacture of the licensed product free of charge, and the licensor shall be granted a non-exclusive, free right to:

(1) Use this technology improvement globally, whether or not it is patent protected; and (2) allow other licensees of the licensor to use this technology improvement globally.

(c) The licensee has the right to apply for a patent in any country of its choice for the technical improvements developed in its own name and at its own expense, and grant the licensor a non-exclusive, free right to:

(1) use the patent worldwide during the validity period of the patent; and (2) allow other licensees of the licensor to use the patent globally.

(d) If the licensee does not apply for or maintain the patents specified in Article 10.2(c) for any reason, it shall promptly notify the licensor and, at the request of the licensor, grant the licensor the right to apply for and maintain the patent in its own name. The right, the relevant fees are paid by the licensor. In this case, the licensor waives any right to file a lawsuit against the licensee during the validity period of the patent.

11. Sales and Marketing of Licensed Products 11.1 The licensor purchases the Licensed Product (the licensor has the right to acquire the Licensed Product in accordance with the (Product Supply Agreement) (and) (Distribution Agreement).)

11.2 Licensee's right to sell Licensed Products: Licensee's right to sell Licensed Products under Section 2 includes the sale or lease of the hardware portion of the Licensed Product either directly or through a Distributor or Reseller The buyer’s rights and the right to sublicense the operating software to the buyer of the licensed product in accordance with Article 5.1.

11.3 Marketing Support: At the request of the licensee, the licensor may, at its discretion, provide marketing support and training to the licensee in accordance with the terms of a separate written agreement.

11.4 Restrictions on Licensee's Rights Licensee may not directly or indirectly license licensed products within the licensor's exclusive territory or to the licensor's exclusive customers.

11.5 Licensor's sales in the exclusive area of ​​the licensee: Under the product supply agreement, the licensor shall not sell the manufactured products manufactured by the licensee in the exclusive area of ​​the licensee or sell the licensed products purchased from the licensee, but the following Except for the situation:

(a) at the time of sale, the licensee does not manufacture and does not deliver the ordered licensed product within the required delivery time because of the inability to blame the licensor; or (b) the licensee’s exclusive area The customer or any relevant department does not approve the quality of the licensed product, or requires the agreed product manufactured by the licensor or its other authorized subcontractor; or (c) the licensee gives written notice or confirmation to the licensor, For any reason, you are not willing to quote or sell licensed products to customers in the exclusive area of ​​the licensee.

12. Trademark

12.1 No Trademark License: Nothing in this Agreement shall be construed as granting Licensee the right to use the Licensee's (trademark) trademark, any other trademark or trade name. The use of (trade name) requires an additional license agreement. To avoid ambiguity, this Agreement does not grant Licensee the right to use the licensor's trademark.

12.2 Use of the licensor's trademark: The licensor hereby authorizes the licensee to use the licensor's trademark only on the licensed product or in the relevant circumstances in accordance with the packaging and labeling specifications. Licensee may not use the Licensee's trademark or similar trademarks that are confusing on Licensed Products, any Competitive Products, or Products manufactured by Licensee or any other entity or in circumstances. Licensee has not obtained any rights to trademarks under this Agreement. Licensee may not distort, obscure, or alter any licensor's trademark on any Licensed Product. The licensee may not place a trademark on the licensed product that is developed or used by the licensee or its online organization.

12.3 Words used for Licensed Products: During the term of this Agreement, the Licensee shall use the (licensor's name) license or its corresponding foreign language translation in the documents and advertisements of the Licensed Product and fix it on the Licensed Product. A nameplate with the above words. If the licensee fails to comply with the technical specifications, technical performance specifications, packaging and label specifications, and technical documentation provided by the licensor, the licensor may revoke the authorization under this License Agreement.

13. No competition

13.1 Prohibition of Competitive Products: Licensee shall not manufacture, market or sell any competitive products directly or indirectly, and may not engage in an offer or enter into an agreement (whether a written agreement or an oral agreement) with others to engage in such conduct.

13.2 Licensor's competitor: Licensee shall not enter into any oral or written agreement with the licensor's competitor for the manufacture, marketing or sale of other products of the same kind as the licensed product.

13.3 There is no restriction on the rights of the licensor: during the term of the agreement, no provision of this Agreement shall be construed as permitting the license in any form, whether or not the existing product being manufactured by the licensor in any part of the world constitutes a competitive product under this Agreement. The right to manufacture or market the above products is directly or indirectly restricted.

14. Business Conduct Policy

14.1 Prohibited Expenses or Expenses: The licensor has a commercial policy that provides money, directly or indirectly, to the employee or other person of the client, in addition to the small amount of social etiquette publicly paid and fully booked, as well as legal commercial fees. A physical object or service that determines the decision to influence a purchase agreement product: When the licensor knows that the above-mentioned payment action has occurred or is about to occur, no transaction may be signed or completed. The licensee agrees not to require or allow its employees or agents to perform the above-mentioned payment for the sale or potential sales opportunity of the licensed product. (The licensee shall abide by the US Anti-Foreign Corrupt Practices Act.)

14.2 Compliance with relevant laws: The licensor and the licensee agree to comply with all relevant PRC legal requirements to enforce appropriate and lawful business conduct.

14.3 Independent Auditor's Report: At the request of the licensor, the licensee shall provide the licensor with a report issued by an independent auditor confirming that the licensee complies with the foregoing provisions of this section.

15. Compensation for intellectual property rights infringement

15.1 Licensor's Compensation: Any action, claim or procedure (infringement allegation) against the licensee's use of technical materials, operating software or tools against any patent or copyright registered in China. The licensor agrees to compensate the licensee in accordance with this Article 15.

15.2 Scope of Compensation: The licensor agrees to defend the licensee in the event of an alleged infringement and pays all legal costs, reasonable attorneys' fees, settlement fees, and damages determined in the final judgment of the alleged infringement.

15.3 Prerequisites for Compensation The licensor's performance of the liability under this Article 15 has the following prerequisites:

(a) The licensee shall promptly notify the licensor of any alleged infringement;

(b) The licensee shall cooperate fully with the licensor in the process of handling the alleged infringement;

(c) The licensee shall allow the licensor to defend the alleged infringement.