Proprietary technology transfer contract

Contract number: _________

Contract directory

First definition

Second contract scope

Article 3 Contract Price

Article 4 Payment Terms

Article 5 Delivery of technical materials

Article 6 Technical services and personnel training

Article 7 Assessment and acceptance

Article 8 Guarantees and Claims

Article 9 Infringement and Confidentiality

Article 10 Taxes

Article 11 Force Majeure

Article 12: Settlement of disputes

Article 13: The contract enters into force and other

Article 14 Legal address

Subsidiary file

The name, model, specifications and technical parameters of the subsidiary file-contracted product (omitted)

Contents, quantity and delivery plan of the subsidiary file 2 technical materials (omitted)

Appraisal procedures and acceptance criteria for the three-contract product of the subsidiary file (omitted)

Subsidiary file four transfer party technical services content and requirements (omitted)

Subsidiary file five content and requirements of the transferee personnel training (omitted)

The irrevocable letter of guarantee issued by the bank of the subsidiary file of the subsidiary file (omitted)

Subsidiary file seven irrevocable letter of guarantee issued by the transferee bank (omitted)

China, _________ company (hereinafter referred to as “transferee”) is one party, _________ country _________ city _________ company (hereinafter referred to as “transfer party”) is the other party;

Whereas the transferor has the know-how to design, manufacture, install and sell the _________ product;

Whereas the transferor has the right, and also agrees to transfer the above proprietary technology to the transferee;

Whereas the transferee wishes to use the proprietary technology of the transferor to design, manufacture, sell and export the _________ product;

The authorized representatives of both parties agreed to sign this contract on the following terms through friendly negotiation.

First definition

1.1 “Transferee” – refers to the Chinese _________ company, or the legal representative, agent and property successor of the company.

1.2 “Transfer Party” – means the _________ country _________ company, or the legal representative, agent and property successor of the company.

1.3 “Contracted Products” – refers to the products listed in Annex 1 of this Compact and their models and specifications.

1.4 “Technical Data” – refers to all technical data, drawings, design, calculation, operation, maintenance, product inspection and other information listed in Attachment 2 of this contract.

1.5 “Contract Factory” – refers to the place where the transferee uses the technical information provided by the transferor to produce the contract product, ie _________ province _________ city _________ factory.

1.6 “Net Sales Price” – refers to the sales invoice price of the contract product and the balance after the cost of packaging, transportation, insurance, commission, commercial discount, tax and purchased parts.

1.7 “Technical Service” – indicates that the Contracting Party shall provide the transferee with the work of designing, manufacturing, assembling, inspecting, commissioning and operating the contracted product in accordance with the provisions of Annex IV and Subsidiary File 5 of this contract. Technical guidance and technical training.

1.8 “Commercial Production” – refers to the production after the contract factory produces the _________ contract product.

1.9 “Date Effective Date” – means the date on which the last party of the relevant government authorities of the contract approves the contract. ... (Note: The above definition can be added or subtracted according to the needs of specific projects)

Second contract scope

2.1 The transferor agrees to transfer to the transferee, and the transferee agrees to obtain the design, manufacture, sale, installation, maintenance and know-how of the contracted product from the transferor. The model, name, specifications and technical parameters of the contract product are detailed in Attachment 1 of this contract.

2.2 The transferor acknowledges the transferee's right to design and manufacture the contracted product and use, sale and export within the territory of the People's Republic of China. This right is non-exclusive and non-transferable.

2.3 The transferor is responsible for providing the transferee with the know-how and technical information related to the contracted product. For details, details and delivery time, please refer to Attachment 2 of this contract.

2.4 The transferor is responsible for dispatching technical personnel to China to explain technical data, and to provide technical guidance and services for the design, manufacture, assembly, inspection and assessment of the contract products. The contents and requirements of the technical services are detailed in Attachment IV of this contract.

2.5 The transferor is responsible for accepting and arranging the technical training of the transferee's personnel at the transferor's factory. The transferor shall use the best efforts to satisfy the transferee's requirements, so that the transferee's personnel can master the above-mentioned proprietary technology, the transferee. The requirements for personnel training are detailed in Attachment V of this contract.

2.6 According to the needs of the transferee, the transferor is obliged to provide the transferee with the parts, raw materials, or standard parts required for the contract product at the most favorable price. The specific supply content will be negotiated at the same time. contract.

2.7 The transferor agrees to the transferee's right to use its trademark, and the contractual product may use the joint trademark of both parties or the words “manufactured under the permission of the transferor”.

2.8 After the contracted products produced by the transferee have passed the examination, the transferor agrees to return some of the contracted products in accordance with the provisions of Articles 8 and 9 of this contract.

Article 3 Contract Price

3.1 According to the content and scope of the contract stipulated in Article 2 of this contract, the total contract price paid by the transferor in the direction of transfer is _________ USD (capital: _________ USD). Its sub-items are as follows:

a. Technology transfer fee _________ US dollars;

b. Design fee _________ US dollars;

c. Technical data fee _________ US dollars;

d. Staff training fee _________ USD.

3.2 The above contract price is a fixed price, and the price of the technical data is all costs before the delivery of the _________ airport. (Note: The airport here should be the international airport near the transferee contract factory)

Option 1: Apply to the contract based on the commission

(1) According to the content and scope of the contract stipulated in Article 2, the contract uses the commission method to calculate the price, and the contract currency is US dollars.

(2) The calculation fee for the contract royalties shall be calculated from the date of signing the contract product evaluation certificate by both parties, and calculated according to the calendar year, and the December 31 of each year is the commission fee settlement date.

(3) The commission fee is calculated based on the net sales price of the contracted product during the year, and the commission rate is _________%. If the contract product is not sold, the commission fee should not be calculated.

(4) Within 10 days after the settlement fee settlement date, the transferee will submit in writing to the transferor the sales amount of the previous year's contract product, net sales and royalties payable, net sales and royalties. For details, please refer to the attached file _________ of this contract.

(5) The technical service and personnel training expenses of this contract will be calculated on the actual working day. The daily wage standard and calculation method are detailed in the attached file _________.

(6) If the transferor needs to check the account of the transferee, it shall notify the transferee within ten days after receiving the written notice from the transferee in accordance with the provisions of Article 3.4, the specific auditing procedures, contents and For details, please refer to the attached file _________ of this contract.

Option 2: Applicable to the combination of fixed and commissioned pricing contract

(1) According to the content and scope of the contract stipulated in Article 2, this contract uses the entry fee and the royalty fee to calculate the price. The contract currency is US dollars.

(2) The entry fee for this contract is _________ USD (capital: _________ USD), and the entry fee is a fixed price.

(3) The calculation time of the commission fee for this contract begins on the date of signing the contract product certification certificate by both parties, and is calculated according to the calendar year. The depreciation fee settlement date is December 31 of each year, and the commission fee is sold according to the contract product of the current year. After the net sales price calculation, the commission rate is _________%, and the specific calculation method is the same as that of Option 3.4 of Option 1.

(4) The technical services and personnel training costs are calculated in the same way as Article 3.5 of Option 1.

(5) The program, content and method of auditing are the same as in Article 3.6 of Option 1.

Article 4 Payment Terms

4.1 All fees specified in this contract will be paid in US dollars by wire transfer (t/t) or letter of credit (m/t) through Beijing Bank of China and _________ Bank. All bank charges incurred in China are borne by the transferee, and all bank charges incurred outside of China are borne by the transferor.

4.2 The total contract price stipulated in Article 3 of this contract shall be paid by the transferee as follows:

(1) _________% of the total contract price, _________ US dollars (upper capital _________ US dollars), after the transferee receives the following documents from the transferor for the following 30 days, the payment is given to the giver ;

a. A photocopy of a valid export license issued by the transferor’s government authority, or a certificate issued by the authorities that does not require an export license.

b. The amount issued by the transferor bank is _________ USD/capital _________ US dollars. The irrevocable letter of guarantee is the beneficiary of the transferee. The format of the letter of guarantee is shown in the attached file of this contract;

c. The invoice for the amount of the total contract price is in quadruplicate;

d. The sight draft is in duplicate.

The transferee shall, at the same time as paying the above-mentioned payment, submit to the transferor an irrevocable letter of guarantee issued by the Bank of China in Beijing of US$ _________ (capital _________ USD) with the transferor as the beneficiary, the letter format See Attachment VII of this contract for details.

(2) _________% of the total contract price, _________ US dollars (upper capital _________ US dollars), after the transferor has delivered the technical documents stipulated in the subsidiary file of this contract, the transferee receives the following documents submitted by the transferor. After the review is correct, the transferee will pay the giver within 30 days;

a. Commercial invoices in quadruplicate;

b. The sight draft is in duplicate;

c. Air transportation of technical data is delivered in quadruplicate.

(3) The total contract price _________%, _________ dollars (capital _________ US dollars), after the transferee receives the following documents within 30 days after being verified, the transferee will pay the giver.

a. Commercial invoices in quadruplicate;

b. The sight draft is in duplicate;

c. The signature file indicating the contract factory performance guarantee period has been signed by both parties in duplicate.

(4) _________% of the total contract price, _____________ dollars (upper capital _________ US dollars), after the transferee receives the following documents submitted by the transferor within 30 days after being verified, the transferee shall pay Transferor:

a. Commercial invoices in quadruplicate;

b. The sight draft is in duplicate;

c. The certificate of acceptance and acceptance of the contract product signed by both parties shall be duplicated.

4.3 According to the contract, if the transferor is required to pay a fine or compensation to the transferee, the transferee is entitled to deduct from any of the above payments.

Option 1: Apply to the contract based on the commission

(1) The royalties specified in Article 3 of this contract shall be paid by the transferee after passing the examination and acceptance of the contract product.

(2) Within 10 days after the settlement date of the royalties, the transferee shall notify the transferor of the actual sales volume and net sales of the contracted products in the previous calendar year. The transferee shall receive the following documents issued by the transferor. After the audit is completed within ten days, the transferee will pay the royalties to the surrender:

a. The commission fee for this period is calculated in quadruplicate;

b. Commercial invoices in quadruplicate;

c. The sight draft is in duplicate;

(3) For details of the technical service fee and personnel training fee for this contract, please refer to the contract attached file _________.

(4) According to the provisions of this contract, if the transferor needs to pay a fine or compensation to the transferee, the transferee has the right to deduct directly from the above payment.

Option 2: Applicable to the combination of fixed and commissioned pricing contract

(1) The payment method for the entry fee specified in Article 3 of this contract is the same as the payment method of Article 4.2, and the number of payments may be determined according to the needs of the specific contract, and the documents required for each payment shall be 4.2. The same is true.

(2) The payment method of the royalties is the same as the provision in Article 4.2 of Option 1.

(3) For details of the technical service fee and personnel training fee for this contract, please refer to the attached file _________ of this contract.

(4) The method of paying fines and compensation is the same as that of Article 4.3.

Article 5 Delivery of technical materials

5.1 The transferor shall deliver the technical information at _________ airport in accordance with the contents, quantity and time specified in Attachment 2 of this contract. After the technical data arrives at the _________ airport, the risk is transferred from the transferor to the transferee.

5.2 The date of stamping of the delivery airport is the actual delivery date of the technical data.

5.3 Within 24 hours after the shipment of each batch of technical data, the transferor shall fax the contract number, air waybill number, air date, item number, number of pieces, weight, flight number and estimated arrival date. Or the telegraph informs the transferee and, at the same time, airmails the bill of lading and the detailed list of technical materials in two copies to the transferee.

5.4 If the technical data is lost, damaged or shorted in air transportation, the transferor shall reissue or resend it to the transferee for free within 30 days after receiving the written notice from the transferee.

5.5 The information to be delivered shall have a strong package suitable for long-distance transportation, multiple handling, rainproof and moisture proof.

5.6 The cover of each piece of technical information shall be marked with the following in English:

a. Contract number: _________

b. Receiver:_________

c. Destination airport: _________

d. mark:_________

e. Weight (kg): _________

f. Box number or part number: _________

g. Consignee code: _________

5.7 A detailed list of technical documents shall be attached to the package in duplicate, with the serial number, file code, name and number of pages of the technical data.

Article 6 Technical services and personnel training

6.1 The transferor shall dispatch skilled, healthy and competent personnel to the contracted factory on the site of the transferee to provide technical services in accordance with the contract. The number, professional, tasks and contents of the technical services shall be detailed in China. Attached file IV of this contract.

6.2 The transferee shall provide the exiting technical service personnel with the exit visa and the working and living conditions in China. The conditions for the transfer of the technical personnel of the transferor in China are detailed in Attachment IV of this contract.

6.3 The technical service personnel of the transferor shall abide by the laws of the People's Republic of China and the rules and regulations of the factory during the service in China.

6.4 The transferee has the right to dispatch technical personnel or operators to the relevant factories of the transferor for training according to the contract. The number, professional, content, time and requirements of the trainers are detailed in Attachment V of this contract.

6.5 The transferor shall provide the conditions for the entry and exit visas and training for the trainees of the transferee. The conditions for the training of the trainees on the transferor can be found in Attachment V of this contract.

6.6 The transferee trainer shall comply with the laws of the transferor country and the relevant regulations of the local factory during the training of the transferor.

Article 7 Assessment and acceptance

7.1 In order to verify the correctness and reliability of the technical data of the transferor, the transferor shall send representatives to work with the technical personnel of the transferee to jointly assess and accept the contract products at the contract factory. For details of the assessment procedures and acceptance criteria, see Attached file III of this contract.

7.2 After the joint assessment by both parties proves that the contract product meets the acceptance criteria stipulated in the subsidiary file, the authorized representatives of both parties shall sign the four-part certificate of acceptance and acceptance of the contract product, and each party shall hold two copies.

7.3 If the contract product proves that its technical performance has not reached the technical indicators stipulated in the contract, the two parties shall consult and discuss together, analyze the reasons, take measures, and wait for the defect to be eliminated before conducting the second performance assessment. After the stipulations in Article 7.2, both parties sign the examination certificate.

7.4 If the failure of the first assessment is the responsibility of the transferor, all costs incurred by the transferor in dispatching the technician to participate in the second assessment will be borne by the transferor. If it is the responsibility of the transferee, the transferee shall bear the burden. .

7.5 After the second assessment of the contract product still can not meet the acceptance criteria, if it is the responsibility of the transferor, the transferor must compensate the transferee for the relevant losses, and the transferor should also take measures to eliminate the defects and send the technology at their own expense. The personnel participated in the assessment of the third contract product. In the case of the assignee’s responsibility, all costs will be borne by the transferee.

7.6 After the above three assessments, if the contract product still fails to meet the acceptance criteria, if the transferor is responsible, the transferee has the right to terminate the contract. At the same time, according to the provisions of Article 8, the transferor shall also compensate the transferee. If the loss is the responsibility of the transferee, the parties will discuss how the contract will be further enforced. (Note: The number of inspections and acceptances can be determined by the specific conditions of the project.)

Article 8 Guarantees and Claims

8.1 The transferor guarantees that the technical information provided in accordance with the provisions of this contract is the actual technical information used by the transferor and the latest technical information, and guarantees that the transferee will be provided with the technical information of its improvement and development in a timely manner during the execution of the contract.

8.2 The transferor guarantees that the technical information provided is complete, correct and clear, and that it can be delivered in time according to the provisions of the contract subsidiary file II.

8.3 The performance guarantee period provided by the transferor to the contract factory is _________ months. The start and end time of the performance guarantee period are detailed in Attachment III of this contract.

8.4 If the technical information delivered by the transferor does not comply with the provisions of Article 8.2, the transferor must send the relevant technical data to the transferee free of charge within 30 days after receiving the written notice from the transferee.

8.5 If the transferor fails to deliver the technical information at the time specified in Attachment 2 of this contract, the transferor shall pay the late payment of the technical information to the transferee in the following proportions:

In the first week to the fourth week, the penalty for each late payment is _________% of the total contract price;

In the 5th to 8th week, the penalty for each late payment is _________% of the total contract price;

For more than 8 weeks, the penalty for each late payment is _________% of the total contract price;

The total amount of the above fines does not exceed _________% of the total price of the contract. In less than one week, the fine is calculated on a weekly basis.

8.6 After the transferee has imposed a fine on the transferor in accordance with the provisions of Article 8.5, it does not relieve the transferor of the obligation to continue to deliver the technical information.

8.7 The transferee has the right to terminate the contract when the transferor submits the technical information for more than six months. In this case, the transferor must return the entire amount paid by the transferee, plus the interest of _________% per annum, to the transferee.

8.8 According to the provisions of Article 7 of this contract, due to the responsibility of the transferor, if the contract product fails the _________ assessment, it shall be handled as follows:

(1) If the transferee cannot be put into production due to the unqualified contract product, and the contract can only be terminated, the transferor shall return the entire amount paid by the transferee to the transferor in accordance with the provisions of Article 8.7, and add the annual interest. _________% interest.

(2) If part of the performance of the contracted product has not yet reached the acceptance index, but the transferee can still be put into production, the transferor shall compensate the transferee for the loss according to the following provisions;

a. The _________ performance index of the contract product is reduced by _________%, and the total price of the contract is _________%;

b. The _________ performance index of the contract product is reduced by _________%, and the _________% of the total price of the contract entry fee is compensated;

c. The _________ performance index of the contract product is reduced by _________%, and the compensation is reduced by _________%; (Note: late penalty and performance compensation may be based on the specific contract, it is proposed to increase or decrease some of the terms)

8.9 After the contract product has passed the examination, the transferor agrees to repay part of the contract product year by year. The model and quantity of the resale are detailed in the attached file _________.

Article 9 Infringement and Confidentiality

9.1 The Transferor guarantees that it is the legal holder of all proprietary technical and technical information provided in this contract and has the right to transfer it to the transferee. If a third party alleged infringement, the transferor is responsible for the third party. Negotiate and assume all legal and economic responsibilities arising therefrom.

9.2 The Transferee agrees to keep the proprietary technical and technical information provided by the Transferor to the Transferee within the validity period of the Contract, if some or all of the above proprietary technical and technical materials are disclosed by the Transferor or a third party, The transferee no longer assumes the obligation of confidentiality for the public part.

9.3 The transferor shall keep confidential the hydrology, geology, production and other conditions of the contract factory provided by the transferee, and the confidentiality time shall be implemented as requested by the transferee.

9.4 After the termination of this contract, the transferee still has the right to use the proprietary technical and technical information provided by the transferor to design, manufacture and sell the contracted product.

Article 10 Taxes

10.1 All taxes and fees levied by the Government of the People's Republic of China on the transferee in accordance with its current tax laws in connection with the execution of this contract shall be borne by the transferee.

10.2 All taxes and fees imposed by the Government of the People's Republic of China on the transferor in accordance with its current tax laws in connection with the execution of this contract shall be borne by the transferor. The tax levied on the transferor in accordance with Article 11 of the Foreign Investment Income Tax Law of the People's Republic of China will be deducted from the payment by the transferee in accordance with Article 4 of this contract, instead of the transfer to the Chinese tax authorities, and then The original tax payment certificate issued by the tax authorities shall be submitted to the transferor, and the other taxes and fees payable by the transferor shall be paid by the Chinese tax authorities.

10.3 All taxes and fees levied outside the People's Republic of China relating to this contract shall be borne by the transferor.

Option 1: Apply to companies in countries that have signed a double taxation agreement with China

(1) The government of the People's Republic of China and the government of _________ signed an agreement on the avoidance of double taxation on the _________ _________ month _________ date, which was _________ years _________ months _________ The implementation of the day begins, and both the transferor and the transferee should abide by the provisions of the agreement.

(2) The _________ tax and _________ tax imposed on the transferor by the Government of the People's Republic of China in accordance with its _________ tax law and the _________ tax law will be in accordance with the Double Taxation Agreement _________ and _________ Article handling.

Option 2: Applicable to projects that have been approved by the Chinese tax authorities for tax reduction and exemption

(1) According to the current tax laws of the People's Republic of China, in the process of implementing this contract, the transferor is subject to the tax liability of _________ tax and _________ tax.

(2) The tax authorities of the People's Republic of China have decided to impose tax reduction (or tax exemption) on the _________ tax and _________ tax borne by the transferor on _________________________________________________________________________________________________________________________________ See the attached file _________ for details of this contract.

Article 11 Force Majeure

11.1 If either party to the contract affects the execution of the contract due to war or severe floods, fires, natural disasters such as typhoons and earthquakes, and other accidents agreed by the parties as force majeure, extend the time limit for performance of the contract and extend The period should be equivalent to the time affected by the accident.

11.2 The party affected by force majeure shall notify the other party by telex or telegram as soon as possible. And within 14 days, the certification file issued by the relevant authority will be submitted to the other party for confirmation by airmail registration letter.

11.3 If the impact of the force majeure accident continues for more than 120 days, the parties to the contract shall resolve the implementation of the contract through friendly negotiation.

Article 12: Settlement of disputes

12.1 All disputes relating to this contract arising in the execution of this contract shall be settled through friendly negotiation. If the agreement cannot be reached through negotiation, it shall be submitted to arbitration for settlement.

12.2 The place of arbitration is in Beijing and will be arbitrated by the China Council for the Promotion of International Trade's Foreign Trade and Investment Arbitration Commission in accordance with the Interim Rules of the Arbitration Program of the Association. (Note: This article has two options: a. If the place of arbitration is in Stockholm, Sweden, it will be arbitrated according to the arbitration procedure of the Arbitration Institute of the Stockholm Chamber of Commerce. b. If the place of arbitration is selected in the respondent country, then the arbitration institution of the respondent country Arbitration program for arbitration.)

12.3 The arbitral award is final and binding on both parties.

12.4 The applicable law in arbitration is the law of the People's Republic of China. (Note: Swedish law is the applicable law at the time of arbitration in Stockholm; the law of the respondent country is applicable when arbitrating in the respondent country.)

12.5 The arbitration fee shall be borne by the losing party or executed in accordance with the arbitration award.

12.6 In addition to the part being arbitrated during the arbitration process, the rest of the contract shall continue to be enforced.

Article 13: The contract enters into force and other

13.1 This contract is signed by the authorized representatives of both parties in Beijing on the _________ _________ month _________ day, and then the parties apply to the relevant government authorities for approval, with the date of approval of the last party as the effective date of the contract. . Both parties should do their utmost to obtain approval within 90 days and notify the other party by telex, and then confirm by letter.

13.2 Both parties have the right to cancel this contract when it is not effective after six months from the date of signature.

13.3 The validity period of this contract shall be _________ years from the effective date of the contract. After the expiration of the validity period, this contract will automatically lapse.

13.4 After the expiration of this contract, the outstanding claims and debts of both parties shall not be affected by the expiration of the contract, and the debtor shall continue to complete the outstanding debts of the creditors.

13.5 This contract is in English, in four copies, and each party holds two copies.

13.6 This contract consists of articles 1 to 14 and subsidiary files 1 to 7. The body of the contract and the subsidiary files are inseparable components of this contract and have the same legal effect.

13.7 Any change, modification or addition or subtraction to this contract shall be signed by the authorized representatives of both parties and shall be deemed to be an integral part of the contract and shall have the same legal effect.

13.8 In the execution of this contract, the communication between the two parties shall be in English and the formal notice shall be in writing, by airmail, in duplicate, in duplicate.

Article 14 Legal address

14.1 Transferee Name: _________

address:_________

telex:_________

phone:_________

14.2 Name of the transferor: _________

address:_________

telex:_________

phone:_________

Transferee (signature): _________ Transferor (signature): _________

_________Year ____________________________________________

Place of signing: _________ Signing location: _________