International proprietary technology transfer contract
The first chapter of the preamble of the contract list defines the content and scope of the second chapter. Chapter III Price Chapter IV Payment and Payment Conditions Chapter 5 Delivery of Information Chapter VI Modification and Improvement of Technical Information Chapter VII Examination and Acceptance Chapter VIII Warranty and Claims Chapter IX Infringement and Confidentiality Chapter 10 Taxes Chapter 11 Arbitration Chapter XII Force Majeure Chapter XIII Contract Effectiveness, Termination and Other Chapter 14 Legal Address Attachment Files:
First, the model, specifications and technical parameters of the contract product (omitted)
Second, the technical information content list and delivery time (omitted)
Third, the training of Party A personnel (omitted)
Fourth, the technical service of Party B dispatched experts (omitted)
V. Product inspection and acceptance methods (omitted)
6. Unrecoverable letter of guarantee issued by Party B (omitted)
7. Unrecoverable letter of guarantee issued by Party A (slightly)
8. List of patents and patent applications of Party B concerning contract products (omitted)
Foreword This contract is signed in ____ on ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Company abbreviation)
The other party is: ________ country ____________ city ____________ company (hereinafter referred to as licensor, party B, or ____________ company abbreviation)
Whereas Party B has the know-how to design, manufacture, install and sell ____________ products;
Whereas Party B has the right and consent to transfer the above proprietary technology to Party A;
Whereas Party A wishes to use Party B's proprietary technology to design, manufacture, sell and export ___________ products;
The two sides reached an agreement through friendly consultations as follows:
(Note: The “in view of...” clause in the preamble of the contract, or the “narration” clause (Recital), helps to explain the background, reasons, nature of the relationship, and certain specific circumstances of the contract, with certain potential The legal role is generally used in this form. Some small contracts can also be omitted.)
Chapter 1 Definitions for the purposes of this contract
1.1 "Proprietary technology":
1.2 "Contracted Products":
1.3 “Assessing Products”:
1.4 "Technical Information":
1.5 ............
(Note: Some contracts, or there are not many key terms in the contract, you don't have to define a separate chapter. You can add definitions when you first use the terms in the contract.)
Chapter II Contents and scope of the contract
2.1 Party A agrees to obtain from Party B, and Party B agrees to transfer to Party A the proprietary technology for the design, manufacture, sale, installation and maintenance of the contracted products. The model, specifications and technical parameters of the contracted products are detailed in Attachment 1 of this contract.
2.2 Party B acknowledges Party A's right to design and manufacture contracted products in China and to use, sell and export at home and abroad. This right is a non-exclusive, non-transferable right.
2.3 Party B is responsible for providing Party A with the know-how and technical materials related to the contracted products (hereinafter referred to as the materials). The details and delivery time are detailed in Attachment 2 of this contract.
2.4 Party B is responsible for accepting and arranging the technical personnel of Party A to go to the factory of Party B for training. Party B shall use its best efforts to meet Party A's training requirements so that Party A's personnel can master the above proprietary technologies. For details, please refer to the attached document III of the contract.
2.5 Party B is responsible for dispatching technicians to Party A for technical services at their own expense. For details, please refer to Attachment IV of this contract.
2.6 If Party A needs, Party B is obliged to provide Party A with the parts and materials of the contracted products at the most favorable price. At that time, the two parties will negotiate a contract separately.
2.7 Party B agrees with Party A's right to use Party B's trademark; the joint product of Party A's factory and Party B shall be used on the contract product produced by Party A's factory or the words manufactured according to Party B's license.
Chapter III Price
3.1 According to the content and scope specified in Chapter 2 of this contract, the total contract price paid by Party A to Party B is ________ USD (capital: ________ USD).
3.2 The total price of the above contract is a fixed price. Includes all costs of the data before it is delivered to the destination.
Chapter IV Payment and Payment Conditions
4.1 All fees under this contract are paid by US Dollar Wire Transfer (T/T) Letter of Credit (M/T), and Party A pays through banks and ________ banks. The amount paid by Party B to Party A shall be paid by ________ bank and bank.
All bank expenses incurred in Party A shall be borne by Party A, and the bank expenses incurred outside Party A shall be borne by Party B.
4.2 The total contract price stipulated in Chapter III of this contract shall be paid by Party A to Party B according to the following methods and proportions:
4.2.1 The total contract price (or the entry fee) ________% (% _____) is ________ USD (capital: ________ USD), and Party A shall be no later than 30 days from the date of receipt of the following documents from Party B. After review, it will be paid to Party B without error;
a. A copy of the copy of the export license issued by the government of Party B, or a certificate issued by the authorities that does not require an export license;
b. The amount issued by Party B's bank is ________ USD (capital: ________ USD). One copy of the irrecoverable letter of guarantee is the beneficiary of Party A. The format of the guarantee letter can be found in the attached file of this contract;
c. The invoice for the amount of the total contract price is in quadruplicate;
d. One copy of the current draft of the draft.
Party A shall, at the same time as the payment of the above-mentioned amount, submit to Party B a copy of the irrecoverable letter of guarantee issued by Party A in the amount of US$ ________ (capital: ________ USD) in favour of Party B. (For the format of the guarantee letter, see Attachment VII of this contract)
4.2.2 ________% (% ________) of the total contract price, ________ USD, (capital: ________ USD), after Party B has delivered the technical materials specified in Attachment Archive 2 of this contract, no later than A The party shall, within 30 days from the date of receipt of the following documents by Party B, be verified by Party A and shall be paid by Party A to Party B.
a. Commercial invoices in quadruplicate;
b. One copy of the current draft of the draft;
c. The last batch of air waybills delivered by the technical data specified in Article ________ of Chapter ________ of this contract and the letter indicating the completion of the technical data by Party B are in duplicate.
4.2.3 ________% (% ________) of the total contract price is ________ USD (capital: ________ USD). After completing the training according to the attached file III of this contract, Party A receives the following documents. After being verified within 30 days, Party A shall pay Party B to Party B.
a. Commercial invoices in quadruplicate;
b. One copy of the current draft of the draft;
c. Two copies of the certificate file signed by both parties to indicate that the training has been completed in accordance with the contract.
4.2.4 ________% (% ________) of the total contract price is ________ USD (capital: ________ USD). After Party A receives the following documents from Party B, it is verified within 30 days. Party pays to Party B.
a. Commercial invoices in quadruplicate;
b. One copy of the current draft of the draft;
c. Two copies of the certificate of acceptance and acceptance of the contract product signed by both parties.
(Note: The number and proportion of the total contract price (or entry fee) should be determined according to different circumstances. When the payment is made, the following terms can be used)
4.3 According to the provisions of Article ____ of Chapter ____, Party A shall start to pay the royalties after the product inspection and acceptance, and the payment conditions for the royalties:
4.3.1 Within 15 days after December 31 of each year, Party A shall notify Party B of the actual sales volume of the products in the previous calendar year (Note: it may also be stipulated twice a year, or other methods).
4.3.2 Party A shall pay Party B to Party B within 30 days after receiving the following documents from Party B.
a. The calculation of the commission fee for this period is in quadruplicate;
b. Commercial invoices in quadruplicate;
c. One copy of the current draft of the draft.
4.4 According to the provisions of this contract, if Party B is required to pay a fine or compensation to Party A, Party A has the right to deduct any of the above payments.
Chapter V Delivery of Information
5.1 Party B shall deliver the technical materials at ________ Airport in accordance with the delivery content and time specified in Attachment 2 of this contract.
5.2________ The stamp date of the airport air transport unit is the actual delivery date of the technical data. Party A will send a copy of the air waybill with the date of arrival to the stamp to Party B.
5.3 Within 24 hours after the shipment of each batch of technical data, Party B shall notify Party A by telegram or telex with the contract number, air waybill number, air waybill date, data item number, number of pieces, weight, flight number and estimated date of arrival. . At the same time, send the air waybill and detailed list of technical materials to Party A in duplicate.
5.4 If the technical information is lost, damaged or shorted in air transportation, Party B shall, within 30 days after receiving the written notice from Party A, reissue or resend it to Party A free of charge.
5.5 The technical data to be delivered shall have a tight packaging suitable for long-distance transportation, multiple handling, rainproof and moisture proof.
5.6 On the package cover of each package of technical information, the following shall be indicated in English:
a. Contract number:
b. Consignee:
c. Destination:
d. Shantou:
e. Weight (kg):
f. Box number, part number:
g. Consignee code:
5.7 Two boxes of detailed technical information should be attached to the package, indicating the serial number, file code, name and number of pages of the technical data.
Chapter VI Modification and Improvement of Technical Information
6.1 If the technical information provided by Party B is not suitable for Party A's production conditions (such as design standards, materials, process equipment or other production conditions), Party B shall be responsible for assisting Party A to modify the technical data and confirm it.
(Note: It is best to negotiate with the parties on how to make Party B's technical data suitable for Party A's production conditions according to the specific circumstances)
6.2 During the period of validity of the contract, any improvement and development of the two parties within the scope of the contract shall be submitted to the other party for free to improve and develop the technical materials.
6.3 Improvement and development of technology, ownership is the party that improves and develops, and the other party may not use it for patent application or transfer to a third party.
Chapter VII Assessment and Acceptance
7.1 In order to verify the correctness and reliability of Party B's technical data, Party A and Party B's technical personnel shall jointly conduct product inspection and acceptance at Party A's factory. For details, please refer to Attached File 5 of this contract.
7.2 Upon examination, the performance of the contracted product conforms to the technical parameters specified in the attached file of this contract, that is, the acceptance is passed. The two parties signed four certificates of the contract product inspection and acceptance certificate, each holding two copies.
7.3 If the technical performance of the contracted product does not meet the technical parameters stipulated in the contract, the two parties shall consult and discuss the reasons together, take measures to eliminate the defects and conduct the second performance assessment. certificate.
7.4 If the first assessment fails, it is the responsibility of Party B. Party B will again pay the technicians to participate in the second assessment. If Party A is responsible, Party A shall bear it.
7.5 If it is still unable to pass the acceptance inspection after the second assessment, Party B shall compensate Party A for the direct losses suffered by Party A and take measures to eliminate the defects and participate in the third assessment at their own expense. If Party A is responsible, Party A shall bear all expenses.
7.6 After three assessments fail, if Party B is responsible, Party A has the right to terminate the contract and deal with it according to Article 8.7. If Party A is responsible, then the parties will negotiate the further implementation of the contract.
(Note: The number of inspection and acceptance, depending on the specific circumstances.)
Chapter VIII Guarantees and Claims
8.1 Party B guarantees that the technical information provided is the latest technical information actually used by Party B, and guarantees that any technical information for improvement and development will be provided to Party A in a timely manner.
8.2 Party B guarantees that the technical information provided is complete, correct and clear, and guarantees timely delivery.
8.3 If the technical information provided by Party B does not meet the requirements of Article 8.2, Party B must send the technical information that is missing or the clear and correct technical information to Party A for free within 30 days after receiving the written notice from Party A.
8.4 If the technical materials delivered by Party B cannot be delivered in accordance with the time specified in Article 2 or 8.3 of the Attachment of this Contract, Party B shall pay the fine to Party A in the following proportions:
In the first 1-4 weeks, the penalty for each late payment is ________% (% ________) of the total contract price.
In the 5th to 7th 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 above fines do not exceed 5% (five percent) of the total contract price.
8.5 If Party B is fined according to Article 8.4, Party B will not release Party B's obligation to continue to pay technical materials.
8.6 If Party B delays the technical information for more than 6 months, Party A has the right to terminate the contract. In this case, Party B shall return the entire amount already paid by Party A to the Party A with an interest of ________% (%).
8.7 According to the provisions of Chapter VII, due to the responsibility of Party B, if the product assessment fails for × times, it shall be handled as follows:
8.7.1 If the product is unqualified and Party A cannot be put into production, and only the contract can be terminated, Party B shall refund the full amount paid to Party B and add interest of ________% (% of ____) in accordance with the provisions of Article 8.6.
8.7.2 If the product fails to pass only if some of the performance indicators fail to meet the requirements of the contract, and Party A can still be put into production, Party B shall pay compensation according to the following provisions:
(specified according to specific circumstances)
Chapter IX Infringement and Confidentiality
9.1 Party B warrants that it is the legal owner of all proprietary technical and technical information provided in this contract and has the right to transfer it to Party A. In the event of a third party alleged infringement, Party B is responsible for negotiating with the third party and assumes full legal and economic responsibility.
9.2 For the list of patents and patent applications of Party B concerning contract products, see Attachment 8 of this contract (Note: as a matter of understanding the patent, you should not assume any patent rights). Party B shall submit to Party A in duplicate within one month after the contract takes effect.
9.3 Party A agrees to keep the proprietary technology provided by Party B to Party A confidential during the term of the contract. If part or all of the above proprietary technology is published by Party B or a third party, Party A will no longer be obligated to maintain confidentiality. (Note: Do not take the initiative to assume the responsibility of confidentiality, and consider the other party when they insist on the request)
9.4 After the termination of this contract, Party A still has the right to use the proprietary technology provided by Party B and still have the right to design, manufacture, use, sell and export the contracted products.
Chapter 10 Taxes and Fees
10.1 All taxes and fees that occur outside the country of Party A due to the performance of this contract shall be borne by Party B.
10.2 Party B's income in the territory of Party A due to the performance of this contract must be taxed in accordance with Party A's national tax law.
Chapter XI Arbitration
11.1 The parties shall resolve all disputes arising out of or in connection with this contract through friendly negotiation. If the agreement cannot be reached after the negotiation, it shall be submitted to arbitration for settlement.
11.2 The place of arbitration shall be arbitrated by the ________ Arbitration Commission in Party A in accordance with the arbitration rules of the Association.
(Note: Arbitration in a third country may also be stipulated, ie, the place of arbitration is in Stockholm, Sweden, and arbitration is conducted in accordance with the arbitration procedure of the Arbitration Institute of the Stockholm Chamber of Commerce. There are also provisions for arbitration in the respondent country)
11.3 The arbitral award is final and binding on both parties.
11.4 The arbitration fee shall be borne by the losing party.
11.5 The contract shall continue to be executed except for the part of the arbitration that takes place during the arbitration process.
Chapter 12 Force Majeure
12.1 If any of the parties to the contract affects the execution of the contract due to war, severe floods, fires, typhoons and earthquakes (or other force majeure accidents agreed by both parties), the time limit for performance of the contract is extended, which is equivalent to the time affected by the accident.
12.2 The responsible party shall notify the other party by telephone or telegram as soon as possible, and submit the certificate file issued by the relevant authority to the other party for confirmation within 14 days by airmail registration letter.
12.3 If the event of force majeure continues for more than 120 days, the parties shall resolve the issue of continuing the execution of the contract as soon as possible through friendly negotiation.
Chapter XIII Contract Effectiveness, Termination and Others
13.1 This contract is signed by both parties on ________. The parties apply to the local government authorities for approval, with the date of approval of the last party as the effective date of the contract. Both parties shall use their best efforts to obtain approval within 60 days, notify each other by telex, and confirm with a letter.
This contract will not be valid for six months from the date of signature, and both parties have the right to cancel the contract.
13.2 The validity period of this contract is ____ years from the effective date of the contract. After the expiration of the validity period, this contract will automatically become invalid.
13.3 At the expiration of this contract, both parties have lost their claims and debts, and are not affected by the expiration of the contract. The debtor shall continue to repay the debts to the creditors.
13.4 This contract is written in ____ and ____ texts and has the same effect. The ________ and ____ texts of each party are in duplicate.
13.5 The Attachment File 1 to Subsidiary File 8 of this contract is an integral part of this contract and has the same effect as the body of the contract.
13.6 Any change, modification or addition or subtraction to the terms of this contract shall be signed by the authorized representative upon mutual agreement and shall be deemed to be an integral part of this contract and shall have the same effect.
13.7 During the term of this contract, the communication between the two parties shall be conducted in ________________________________________________________________________________________________________________________________________________________________________________________________________________________
Chapter 14 Legal Address
Party A: 1.____________________________________ Company Address: ________ Telex ________ Postal Code ________
Legal representative: ________________________________
2.________________ Factory Address: ____________
Postal code: ________________ telex: ________________
Legal representative: ________________________________
Party B: ____________________________________ Company Address: ____________________________________
telex:____________________________________
Legal representative: ____________________________
First, the model, specifications and technical parameters of the contract product (omitted)
Second, the technical information content list and delivery time (omitted)
Third, the training of Party A personnel (omitted)
Fourth, the technical service of Party B dispatched experts (omitted)
V. Product inspection and acceptance methods (omitted)
6. Unrecoverable letter of guarantee issued by Party B (omitted)
7. Unrecoverable letter of guarantee issued by Party A (slightly)
8. List of patents and patent applications of Party B concerning contract products (omitted)
Foreword This contract is signed in ____ on ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Company abbreviation)
The other party is: ________ country ____________ city ____________ company (hereinafter referred to as licensor, party B, or ____________ company abbreviation)
Whereas Party B has the know-how to design, manufacture, install and sell ____________ products;
Whereas Party B has the right and consent to transfer the above proprietary technology to Party A;
Whereas Party A wishes to use Party B's proprietary technology to design, manufacture, sell and export ___________ products;
The two sides reached an agreement through friendly consultations as follows:
(Note: The “in view of...” clause in the preamble of the contract, or the “narration” clause (Recital), helps to explain the background, reasons, nature of the relationship, and certain specific circumstances of the contract, with certain potential The legal role is generally used in this form. Some small contracts can also be omitted.)
Chapter 1 Definitions for the purposes of this contract
1.1 "Proprietary technology":
1.2 "Contracted Products":
1.3 “Assessing Products”:
1.4 "Technical Information":
1.5 ............
(Note: Some contracts, or there are not many key terms in the contract, you don't have to define a separate chapter. You can add definitions when you first use the terms in the contract.)
Chapter II Contents and scope of the contract
2.1 Party A agrees to obtain from Party B, and Party B agrees to transfer to Party A the proprietary technology for the design, manufacture, sale, installation and maintenance of the contracted products. The model, specifications and technical parameters of the contracted products are detailed in Attachment 1 of this contract.
2.2 Party B acknowledges Party A's right to design and manufacture contracted products in China and to use, sell and export at home and abroad. This right is a non-exclusive, non-transferable right.
2.3 Party B is responsible for providing Party A with the know-how and technical materials related to the contracted products (hereinafter referred to as the materials). The details and delivery time are detailed in Attachment 2 of this contract.
2.4 Party B is responsible for accepting and arranging the technical personnel of Party A to go to the factory of Party B for training. Party B shall use its best efforts to meet Party A's training requirements so that Party A's personnel can master the above proprietary technologies. For details, please refer to the attached document III of the contract.
2.5 Party B is responsible for dispatching technicians to Party A for technical services at their own expense. For details, please refer to Attachment IV of this contract.
2.6 If Party A needs, Party B is obliged to provide Party A with the parts and materials of the contracted products at the most favorable price. At that time, the two parties will negotiate a contract separately.
2.7 Party B agrees with Party A's right to use Party B's trademark; the joint product of Party A's factory and Party B shall be used on the contract product produced by Party A's factory or the words manufactured according to Party B's license.
Chapter III Price
3.1 According to the content and scope specified in Chapter 2 of this contract, the total contract price paid by Party A to Party B is ________ USD (capital: ________ USD).
3.2 The total price of the above contract is a fixed price. Includes all costs of the data before it is delivered to the destination.
Chapter IV Payment and Payment Conditions
4.1 All fees under this contract are paid by US Dollar Wire Transfer (T/T) Letter of Credit (M/T), and Party A pays through banks and ________ banks. The amount paid by Party B to Party A shall be paid by ________ bank and bank.
All bank expenses incurred in Party A shall be borne by Party A, and the bank expenses incurred outside Party A shall be borne by Party B.
4.2 The total contract price stipulated in Chapter III of this contract shall be paid by Party A to Party B according to the following methods and proportions:
4.2.1 The total contract price (or the entry fee) ________% (% _____) is ________ USD (capital: ________ USD), and Party A shall be no later than 30 days from the date of receipt of the following documents from Party B. After review, it will be paid to Party B without error;
a. A copy of the copy of the export license issued by the government of Party B, or a certificate issued by the authorities that does not require an export license;
b. The amount issued by Party B's bank is ________ USD (capital: ________ USD). One copy of the irrecoverable letter of guarantee is the beneficiary of Party A. The format of the guarantee letter can be found in the attached file of this contract;
c. The invoice for the amount of the total contract price is in quadruplicate;
d. One copy of the current draft of the draft.
Party A shall, at the same time as the payment of the above-mentioned amount, submit to Party B a copy of the irrecoverable letter of guarantee issued by Party A in the amount of US$ ________ (capital: ________ USD) in favour of Party B. (For the format of the guarantee letter, see Attachment VII of this contract)
4.2.2 ________% (% ________) of the total contract price, ________ USD, (capital: ________ USD), after Party B has delivered the technical materials specified in Attachment Archive 2 of this contract, no later than A The party shall, within 30 days from the date of receipt of the following documents by Party B, be verified by Party A and shall be paid by Party A to Party B.
a. Commercial invoices in quadruplicate;
b. One copy of the current draft of the draft;
c. The last batch of air waybills delivered by the technical data specified in Article ________ of Chapter ________ of this contract and the letter indicating the completion of the technical data by Party B are in duplicate.
4.2.3 ________% (% ________) of the total contract price is ________ USD (capital: ________ USD). After completing the training according to the attached file III of this contract, Party A receives the following documents. After being verified within 30 days, Party A shall pay Party B to Party B.
a. Commercial invoices in quadruplicate;
b. One copy of the current draft of the draft;
c. Two copies of the certificate file signed by both parties to indicate that the training has been completed in accordance with the contract.
4.2.4 ________% (% ________) of the total contract price is ________ USD (capital: ________ USD). After Party A receives the following documents from Party B, it is verified within 30 days. Party pays to Party B.
a. Commercial invoices in quadruplicate;
b. One copy of the current draft of the draft;
c. Two copies of the certificate of acceptance and acceptance of the contract product signed by both parties.
(Note: The number and proportion of the total contract price (or entry fee) should be determined according to different circumstances. When the payment is made, the following terms can be used)
4.3 According to the provisions of Article ____ of Chapter ____, Party A shall start to pay the royalties after the product inspection and acceptance, and the payment conditions for the royalties:
4.3.1 Within 15 days after December 31 of each year, Party A shall notify Party B of the actual sales volume of the products in the previous calendar year (Note: it may also be stipulated twice a year, or other methods).
4.3.2 Party A shall pay Party B to Party B within 30 days after receiving the following documents from Party B.
a. The calculation of the commission fee for this period is in quadruplicate;
b. Commercial invoices in quadruplicate;
c. One copy of the current draft of the draft.
4.4 According to the provisions of this contract, if Party B is required to pay a fine or compensation to Party A, Party A has the right to deduct any of the above payments.
Chapter V Delivery of Information
5.1 Party B shall deliver the technical materials at ________ Airport in accordance with the delivery content and time specified in Attachment 2 of this contract.
5.2________ The stamp date of the airport air transport unit is the actual delivery date of the technical data. Party A will send a copy of the air waybill with the date of arrival to the stamp to Party B.
5.3 Within 24 hours after the shipment of each batch of technical data, Party B shall notify Party A by telegram or telex with the contract number, air waybill number, air waybill date, data item number, number of pieces, weight, flight number and estimated date of arrival. . At the same time, send the air waybill and detailed list of technical materials to Party A in duplicate.
5.4 If the technical information is lost, damaged or shorted in air transportation, Party B shall, within 30 days after receiving the written notice from Party A, reissue or resend it to Party A free of charge.
5.5 The technical data to be delivered shall have a tight packaging suitable for long-distance transportation, multiple handling, rainproof and moisture proof.
5.6 On the package cover of each package of technical information, the following shall be indicated in English:
a. Contract number:
b. Consignee:
c. Destination:
d. Shantou:
e. Weight (kg):
f. Box number, part number:
g. Consignee code:
5.7 Two boxes of detailed technical information should be attached to the package, indicating the serial number, file code, name and number of pages of the technical data.
Chapter VI Modification and Improvement of Technical Information
6.1 If the technical information provided by Party B is not suitable for Party A's production conditions (such as design standards, materials, process equipment or other production conditions), Party B shall be responsible for assisting Party A to modify the technical data and confirm it.
(Note: It is best to negotiate with the parties on how to make Party B's technical data suitable for Party A's production conditions according to the specific circumstances)
6.2 During the period of validity of the contract, any improvement and development of the two parties within the scope of the contract shall be submitted to the other party for free to improve and develop the technical materials.
6.3 Improvement and development of technology, ownership is the party that improves and develops, and the other party may not use it for patent application or transfer to a third party.
Chapter VII Assessment and Acceptance
7.1 In order to verify the correctness and reliability of Party B's technical data, Party A and Party B's technical personnel shall jointly conduct product inspection and acceptance at Party A's factory. For details, please refer to Attached File 5 of this contract.
7.2 Upon examination, the performance of the contracted product conforms to the technical parameters specified in the attached file of this contract, that is, the acceptance is passed. The two parties signed four certificates of the contract product inspection and acceptance certificate, each holding two copies.
7.3 If the technical performance of the contracted product does not meet the technical parameters stipulated in the contract, the two parties shall consult and discuss the reasons together, take measures to eliminate the defects and conduct the second performance assessment. certificate.
7.4 If the first assessment fails, it is the responsibility of Party B. Party B will again pay the technicians to participate in the second assessment. If Party A is responsible, Party A shall bear it.
7.5 If it is still unable to pass the acceptance inspection after the second assessment, Party B shall compensate Party A for the direct losses suffered by Party A and take measures to eliminate the defects and participate in the third assessment at their own expense. If Party A is responsible, Party A shall bear all expenses.
7.6 After three assessments fail, if Party B is responsible, Party A has the right to terminate the contract and deal with it according to Article 8.7. If Party A is responsible, then the parties will negotiate the further implementation of the contract.
(Note: The number of inspection and acceptance, depending on the specific circumstances.)
Chapter VIII Guarantees and Claims
8.1 Party B guarantees that the technical information provided is the latest technical information actually used by Party B, and guarantees that any technical information for improvement and development will be provided to Party A in a timely manner.
8.2 Party B guarantees that the technical information provided is complete, correct and clear, and guarantees timely delivery.
8.3 If the technical information provided by Party B does not meet the requirements of Article 8.2, Party B must send the technical information that is missing or the clear and correct technical information to Party A for free within 30 days after receiving the written notice from Party A.
8.4 If the technical materials delivered by Party B cannot be delivered in accordance with the time specified in Article 2 or 8.3 of the Attachment of this Contract, Party B shall pay the fine to Party A in the following proportions:
In the first 1-4 weeks, the penalty for each late payment is ________% (% ________) of the total contract price.
In the 5th to 7th 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 above fines do not exceed 5% (five percent) of the total contract price.
8.5 If Party B is fined according to Article 8.4, Party B will not release Party B's obligation to continue to pay technical materials.
8.6 If Party B delays the technical information for more than 6 months, Party A has the right to terminate the contract. In this case, Party B shall return the entire amount already paid by Party A to the Party A with an interest of ________% (%).
8.7 According to the provisions of Chapter VII, due to the responsibility of Party B, if the product assessment fails for × times, it shall be handled as follows:
8.7.1 If the product is unqualified and Party A cannot be put into production, and only the contract can be terminated, Party B shall refund the full amount paid to Party B and add interest of ________% (% of ____) in accordance with the provisions of Article 8.6.
8.7.2 If the product fails to pass only if some of the performance indicators fail to meet the requirements of the contract, and Party A can still be put into production, Party B shall pay compensation according to the following provisions:
(specified according to specific circumstances)
Chapter IX Infringement and Confidentiality
9.1 Party B warrants that it is the legal owner of all proprietary technical and technical information provided in this contract and has the right to transfer it to Party A. In the event of a third party alleged infringement, Party B is responsible for negotiating with the third party and assumes full legal and economic responsibility.
9.2 For the list of patents and patent applications of Party B concerning contract products, see Attachment 8 of this contract (Note: as a matter of understanding the patent, you should not assume any patent rights). Party B shall submit to Party A in duplicate within one month after the contract takes effect.
9.3 Party A agrees to keep the proprietary technology provided by Party B to Party A confidential during the term of the contract. If part or all of the above proprietary technology is published by Party B or a third party, Party A will no longer be obligated to maintain confidentiality. (Note: Do not take the initiative to assume the responsibility of confidentiality, and consider the other party when they insist on the request)
9.4 After the termination of this contract, Party A still has the right to use the proprietary technology provided by Party B and still have the right to design, manufacture, use, sell and export the contracted products.
Chapter 10 Taxes and Fees
10.1 All taxes and fees that occur outside the country of Party A due to the performance of this contract shall be borne by Party B.
10.2 Party B's income in the territory of Party A due to the performance of this contract must be taxed in accordance with Party A's national tax law.
Chapter XI Arbitration
11.1 The parties shall resolve all disputes arising out of or in connection with this contract through friendly negotiation. If the agreement cannot be reached after the negotiation, it shall be submitted to arbitration for settlement.
11.2 The place of arbitration shall be arbitrated by the ________ Arbitration Commission in Party A in accordance with the arbitration rules of the Association.
(Note: Arbitration in a third country may also be stipulated, ie, the place of arbitration is in Stockholm, Sweden, and arbitration is conducted in accordance with the arbitration procedure of the Arbitration Institute of the Stockholm Chamber of Commerce. There are also provisions for arbitration in the respondent country)
11.3 The arbitral award is final and binding on both parties.
11.4 The arbitration fee shall be borne by the losing party.
11.5 The contract shall continue to be executed except for the part of the arbitration that takes place during the arbitration process.
Chapter 12 Force Majeure
12.1 If any of the parties to the contract affects the execution of the contract due to war, severe floods, fires, typhoons and earthquakes (or other force majeure accidents agreed by both parties), the time limit for performance of the contract is extended, which is equivalent to the time affected by the accident.
12.2 The responsible party shall notify the other party by telephone or telegram as soon as possible, and submit the certificate file issued by the relevant authority to the other party for confirmation within 14 days by airmail registration letter.
12.3 If the event of force majeure continues for more than 120 days, the parties shall resolve the issue of continuing the execution of the contract as soon as possible through friendly negotiation.
Chapter XIII Contract Effectiveness, Termination and Others
13.1 This contract is signed by both parties on ________. The parties apply to the local government authorities for approval, with the date of approval of the last party as the effective date of the contract. Both parties shall use their best efforts to obtain approval within 60 days, notify each other by telex, and confirm with a letter.
This contract will not be valid for six months from the date of signature, and both parties have the right to cancel the contract.
13.2 The validity period of this contract is ____ years from the effective date of the contract. After the expiration of the validity period, this contract will automatically become invalid.
13.3 At the expiration of this contract, both parties have lost their claims and debts, and are not affected by the expiration of the contract. The debtor shall continue to repay the debts to the creditors.
13.4 This contract is written in ____ and ____ texts and has the same effect. The ________ and ____ texts of each party are in duplicate.
13.5 The Attachment File 1 to Subsidiary File 8 of this contract is an integral part of this contract and has the same effect as the body of the contract.
13.6 Any change, modification or addition or subtraction to the terms of this contract shall be signed by the authorized representative upon mutual agreement and shall be deemed to be an integral part of this contract and shall have the same effect.
13.7 During the term of this contract, the communication between the two parties shall be conducted in ________________________________________________________________________________________________________________________________________________________________________________________________________________________
Chapter 14 Legal Address
Party A: 1.____________________________________ Company Address: ________ Telex ________ Postal Code ________
Legal representative: ________________________________
2.________________ Factory Address: ____________
Postal code: ________________ telex: ________________
Legal representative: ________________________________
Party B: ____________________________________ Company Address: ____________________________________
telex:____________________________________
Legal representative: ____________________________
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