International Technology Transfer Contract Model

Transferee (Party A) _______ Country ________ Company ________ Address: ________

Phone: ________ Legal representative: ________ Position: ________

Transferor (Party B) _______ Country ________ Company ________ Address: ________

Phone: ________ Legal representative: ________ Position: ________

Chapter 1 Contract Content

Article 1 Party B agrees to provide Party A with written and non-written proprietary technology for the manufacture of the ____ contract product. The variety, specifications and technical performance of the contract products produced by this technology can be found in the attached file of this contract.

Article 2 Party B shall be responsible for providing Party A with the know-how and all other relevant technical materials for the manufacture, use and sale of the contracted products. The contents of the technical materials and related matters are detailed in Attachment 2 of this contract.

Article 3 Party B shall be responsible for arranging the technical personnel of Party A to conduct training in Party B's factory. Party B shall take effective measures to enable Party A personnel to master the technology for manufacturing contracted products. For details, see Attachment III of this contract.

Article 4 Party B shall send competent technical personnel to Party B's contract factory for technical services. For details, please refer to Attachment IV of this contract.

Article 5 Party B agrees to provide Party A with spare parts for the contracted products at the most favorable price when Party A needs it. At that time, the two parties shall sign an agreement.

Article 6 Party B shall be responsible for providing relevant consultations on the key equipment required by Party A of this contract.

Article 7 Party B shall provide Party A with prototypes, castings and spare parts for the contracted products. For details, please refer to Attached File 5 of this contract.

Article 8 The provisions of Party A's sales contract products and the use of Party B's trademarks are listed in Chapter VIII of this contract.

Chapter II Definition

Article 9 Contractual products refer to all products listed in Attachment 1 of this contract.

Article 10 Blueprint refers to the copy of the general drawings, manufacturing drawings, material specifications and parts catalogues currently used by Party B's manufacturing contract products.

Article 11 Technical data refers to all the proprietary technologies and other relevant design drawings and technical files that Party B is currently required to produce contracted products for the production of the contracted products.

Article 12: The standard refers to the technical data provided by Party B for the manufacture of the contracted products, and Party B adopts the established standards.

Article 13 The entry fee refers to the design and manufacturing technology of the contract product provided by Party B to Party A in the form of transfer of technical data in accordance with the provisions of Articles 2, 3, 4, 6 and 7 of Chapter 1 of this contract. The fee paid to Party B.

Article 14 The royalties shall refer to the fees paid by Party A to Party B during the term of validity of this contract due to the continuous technical consultation and assistance provided by Party B to Party A and the continuous use of Party B’s trademarks and know-how during the validity period of the contract. .

Article 15 The term of validity of a contract means the time from the commencement of this contract to the time of termination of this contract as stipulated in Article 64 of this contract.

Chapter III Price

Article 16 In accordance with the provisions of Chapter 1 of this contract, the contractual fees paid by Party A to Party B shall be as follows:

Article 17 The entrance fee is ________ US dollars (capital: ________ US dollars). This refers to the data transfer fee and technical training fee related to the products of this contract, including all costs before the delivery of technical materials. The entry fee is a fixed price.

Article 18 After the examination and acceptance of the contract product is qualified, the commission fee for each contract product sold by Party A shall be ________% of the base price. The parts purchased by Party A from Party B shall not be included in the royalties.

Article 19 The base price for calculating the royalties shall be ________% of the price of each catalogue published and used by Party B in the ________ country ________ city, which is valid on December 31 of the same year.

Article 20 Party B agrees to return the contracted products produced by Party A. The amount of the products sold shall be ________% of the total royalties paid by Party A. The products returned shall meet the technical performance standards provided by Party B. The product variety, specification, quantity and delivery date of each resale shall be determined by friendly negotiation between the two parties.

Chapter IV Payment and Payment Conditions

Article 21 All expenses under this contract shall be paid by Party A and Party B in US dollars.

The amount paid by Party A to Party B shall be handled by the ______ country ________ bank and the ______ country ________ bank.

If Party B and Party A repay the amount, this amount should be processed through ________ Bank and ________ Bank.

All bank expenses incurred in Party A shall be borne by Party A. The bank expenses incurred outside of Party A shall be borne by Party B.

Article 22 The contractual fees stipulated in Chapter III of this contract shall be paid by Party A to Party B according to the following methods and time:

1. Party A receives the following documents and pays Party B an entry fee of ________ dollars (capital: ________ USD) within ____ days after the review.

(a) A letter of guarantee issued by Party B. When Party B is unable to deliver technical materials in accordance with the contract, the amount of reimbursement is guaranteed to be ________ USD.

(b) One copy of the current draft and one copy.

(d) A photocopy of the license issued by the government authority of ________. If Party B believes that an export license is not required, Party B shall submit a letter of proof regarding the absence of an export license.

2. Party A shall pay Party B ________ USD (upper case: ________ USD) within ________ days after receiving the following documents from Party B for the delivery of the first phase of the product.

(a) One copy of the draft and one copy of the draft.

(b) One original commercial invoice and three copies.

(d) The technical documents, prototypes, castings and spare parts issued by Party B shall be certified and duplicated.

3. Party A shall pay Party B ________ USD (upper case: ________ USD) within ________ days after receiving the following documents from Party B for the delivery of the second phase of the product.

(a) A copy of the sight draft, one copy.

(b) One original commercial invoice and three copies.

(d) A copy of the proof of the completed letter of proof of the ________ specified in the technical data, prototype, and subsidiary file of the second phase of the product issued by Party B.

4. After the first batch of prototype products of the contracted products have passed the acceptance test, Party A shall pay Party B ________ dollars (capital: ________ USD) within ________ days after receiving the following documents from Party B and reviewing them.

(a) A copy of the sight draft, one copy.

(b) One original and one copy of the commercial invoice.

Note: If the acceptance test is delayed and is the responsibility of Party A, it will be paid no later than the effective date of the contract.

Article 23 The royalties specified in Chapter III of this contract shall be paid by Party A to Party B after the passing of the inspection and acceptance of the sampled products according to the following methods and conditions:

1. Party A shall submit to Party B a report on the actual sales volume of each type of product of Party A in the previous calendar year within ________ days after the end of each calendar year.

2. Party B may send representatives to the contract factory to inspect and verify the report on the actual sales volume of Party A's contract products each year. Party A will provide assistance. Party B's expenses in China shall be borne by Party B. If the number of contracted products listed in the summary and/or report is found to be significant during the inspection, Party A and Party B should discuss the gap and negotiate to take corrective action.

3. Party A shall pay Party B a royalty fee within ________ days after receiving the following documents from Party B and reviewing it:

(a) One copy of the draft and one copy of the draft.

(b) One original commercial invoice and three copies.

4. During the expiration of the contract, Party A will submit a report on the quantity of the final sales contract product within ________ days after the termination of the contract, so that Party B can calculate the royalties.

Article 24 In accordance with the provisions of this contract, if Party B is required to pay a fine or compensation to Party A, Party A shall be entitled to deduct from any of the above payments.

Chapter V Technical Data Delivery

Article 25 Party B shall provide Party A with technical information in accordance with the provisions of Attachment 2 of this contract.

Article 26 Party B shall deliver technical information at the ________ airport or station. The date stamped by the airport or station shall be the effective date of the technical data. Party A shall confirm the receipt of the information within two weeks of receipt of the information.

Article 27 Technical data, prototypes, castings and spare parts of the first phase of the product:

1. Within ________ weeks after the contract takes effect, Party B must issue a blueprint, a set of two basemaps and a set of criteria. Can be delivered in batches.

2. Within ____ weeks after the contract takes effect, Party B must issue all technical materials, prototypes, castings and spare parts related to the first phase of the contracted product.

Article 28 Technical data and prototype of the second stage product:

1. Within ____ weeks after the start date of the second phase, Party B must issue a set of blueprints, a set of two basemaps and a set of standards related to the second phase of the product. Can be delivered in installments.

2. Within ____ weeks after the start of the second phase, Party B must issue all technical materials and prototypes, castings and spare parts related to the second phase of the contract product as soon as possible.

Article 29 Within ______ hours after each batch of technical data or prototypes, castings and spare parts are shipped, Party B shall report the air waybill number, air waybill date, data number, contract number, number of pieces and weight. square. At the same time, Party B shall send the following documents to Party A by airmail:

(a) One original copy of the air waybill and two copies.

(b) A detailed list of technical documents, prototypes, castings and spare parts shipped in duplicate.

Article 30 If the technical documents or prototypes, castings and spare parts provided by Party B are lost or damaged during transportation, Party B shall, as soon as possible after ____ months, receive Party A’s written notice of loss or damage. Free resend or resend to Party A.

Article 31 The delivery of technical materials shall have strong packaging suitable for long-distance transportation, multiple handling, rainproof and moisture proof.

The inside and outside of each box should be marked with the following in English:

(a) contract number

(b) Transportation mark

(d) Technical data destination

(e) Weight (kg)

(f) Prototypes, castings and spare parts destinations

Chapter VI Improvements and Modifications of Technical Information

Article 32 In order to adapt to Party A's design standards, materials, process equipment and other production conditions, Party A shall have the right to modify and change Party B's technical information without changing the basic design of Party B. Party A must notify Party B of these changes and changes. Party B shall be responsible for assisting Party A in modifying the technical materials during training or technical guidance. For details, please refer to Attached File III and Attached File IV.

Article 33 Party A must add a tail mark after the model number to distinguish those modifications that affect the shape, fit or function, and notify Party B.

Article 34 During the period of validity of the contract, any improvement or 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.

Article 35 The technology for improvement and development shall be the party that improves and develops.

Chapter VII Quality Acceptance Test

Article 36 In order to verify the reliability of the contract products manufactured according to the technical data provided by Party B, both Party A and Party B shall jointly assess and accept the technical performance and requirements of the contracted products in the contract factory. If necessary, it can also be tested or redone at the factory. Party A may send designated personnel to verify the repeated test, and Party B shall be responsible for repeating the test and the expenses of Party B personnel. Party A shall be responsible for

The cost of the personnel and translations that Party A participated in the repeated trials. For details, please refer to the attached file VII of this contract.

Article 37 The technical performance of the test and test products shall comply with the standards stipulated in this contract provided by Party B, that is, pass the appraisal. Party A and Party B signed four copies of the “Certificate of Acceptance and Acceptance of Contract Products”, and each party holds two copies.

Article 38 If the technical performance of the test and test products fails to meet the technical parameters stipulated in the attached file, the two parties shall conduct friendly consultations, jointly study and analyze the reasons, and take measures to eliminate the defects and carry out the second assessment and acceptance.

Article 39 If the unqualified test product is the responsibility of Party B, Party B shall pay Party B all the expenses for the second appraisal and acceptance. If Party A is responsible, the fee shall be borne by Party A.

Article 40 If the second test of the test and test products is still unqualified, if it is the responsibility of Party B, 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. The expenses shall be borne by Party B. If Party A is responsible, the fee shall be borne by Party A.

Article 41 If the third test of the test product fails, the two parties shall discuss the issue of the execution of the contract. If it is the responsibility of Party B, Party A shall have the right to amend the contract in accordance with Article 53 of the contract. If Party A is responsible, the two parties will jointly negotiate further implementation issues. Party B will provide technical advice to improve the unqualified prototype according to the requirements of Party A.

Chapter VIII Exports and Trademarks of "Contracted Products"

Article 42 The “contracted products” produced by Party A may be sold domestically or may be exported to other countries according to the following conditions:

1. Party A shall first negotiate with Party B to arrange for sales in the area where Party B's sales/distribution network is located (sales, distribution network including Party B subsidiaries and agents).

The quantity and project of export sales will be decided through friendly negotiation. If it is not possible, Party A can export freely. However, Party A must notify Party B of the project, quantity and name of the purchased product within one week after the transaction is completed.

2. Party A can sell freely in areas not included in Party B's sales/distribution network.

Article 43 Party B shall not interfere with Party A’s right to sell “contracted products” on the host of Party A to any country (including the country where Party B sells/distributes the network). In order to repair the host of the export of Party A, Party A can freely sell the "contract product" as an accessory.

Article 44 During the contract period, Party A may use the trademark used by Party B and the trademark of Party A on the “contract product”, and note “____________________”. The trademark license shall be signed separately by Party A and ________.

Article 45 When a trademark is used, the “contracted product” produced by Party A must meet the standards provided by Party B under this contract. When necessary, Party B may conduct a sampling test every year. When the results of the sampling test do not meet the standards provided by Party B, Party B shall recommend Party A to improve the unqualified “contract product” and conduct the test again within ____ months. If the result still does not match, then B

Party may suspend Party A's right to use its trademark. Party A may submit another sample to Party B for testing. If the sample is tested again and the result meets the standards provided by Party B, Party B will again give Party A the right to use its trademark.

Chapter IX Guarantee

Article 46 Party B guarantees that the technical information provided by it is the latest technical data used by Party B when the contract becomes effective, and is completely consistent with the technical data owned by Party B. During the contract period, the technical notice and technical improvement and development materials of the “contract product” design change will be sent to Party A in time.

Article 47 Party B guarantees that the technical information provided by it is complete, clear and reliable, and delivers on time according to the provisions of Chapter V. The relevant definitions are as follows:

1. “Complete” means that the information provided by Party B is all the information specified in the attached file of this contract and is in full accordance with the information currently used by Party B's own factory.

2. “Reliable” contract products manufactured by nails according to technical data shall comply with the technical specifications of contract products provided by Party B according to the contract.

3. “Clear” means that the patterns, curves, terminology symbols, etc. in the data are easy to see.

Article 48 If the technical information provided by Party B does not comply with the provisions of Articles 46 and 47, Party B must provide the information that is missing for free within ____ days after receiving the written notice from Party A. Or send clear and reliable information to Party A.

Article 49 When Party B fails to deliver the materials at the time specified in Chapter 5 of this contract, Party B shall pay Party A a fine in the following proportions:

Late payment ____ to ____ weeks, the total fine for each week is ____% of the total entrance fee.

Late payment is more than ____ weeks, and the penalty for each week is ____% of the total entrance fee.

Article 50 In the event of Article 49, the total fines paid by Party B to Party A shall not exceed ________ dollars (capital: ________ USD).

Article 51 The fines stipulated in Article 49 paid by Party B to Party A shall be calculated on the basis of the full number of late payments.

Article 52 After Party B pays Party A a fine, Party B shall not release Party B's obligation to continue to deliver the above information.

Article 53 According to the provisions of Chapter 7, due to the responsibility of Party B, if the product assessment fails three times, it shall be handled as follows:

1. If the assessment product is unqualified and Party A cannot be put into production, the contract must be modified and effective measures should be taken to remove the unqualified product from the contract. Party B shall refund the portion of the amount that Party A has paid. This part of the refund amount is limited to the portion of the total product of the contract product that is not qualified. And add ____% interest for the year.

2. If the contract is modified in accordance with Article 41, Party A will waive the manufacturing rights of only those parts and parts that are not qualified. Party A will return all the files that help to manufacture these non-conforming products, and cannot be copied or destroyed. .

Chapter 10 Licenses and Know-how

Article 54. Party B is only a legal person who provides licenses and know-how to Party A in accordance with the provisions of this contract, and is legally able to transfer the above-mentioned licenses and know-how to Party A without any third party charges. .

If a third party files a complaint of infringement, Party B shall handle the complaint with the third party and be responsible for legal and economic responsibilities.

Article 55 The complete list of ____ countries related to the contract is included in the subsidiary file 2. Within one month of the entry into force of this contract, Party B will provide Party A with a copy of the patent in duplicate. However, the ____ country patent license is not granted or should not be included.

Article 56 After the termination of this contract, Party A still has the right to use the licenses and know-how provided by Party B without any obligations and responsibilities. After the contract is terminated, the right to use the ____ mark will also be terminated.

Article 57 Both parties shall perform this contract and shall not disclose or disclose to any third party any technical information or business information provided by the parties in any way.

Chapter 11 Taxes

Article 58 All taxes and fees arising from the performance of this contract shall be borne by Party B outside of Party A.

Article 59 During the execution of the contract, Party B's income in the territory of Party A shall be taxed in accordance with Party A's national tax law. This tax will be withheld by Party A at each payment and a copy of the receipt from the Inland Revenue Department will be sent to Party B.

Chapter 12 Arbitration

Article 60

1. All disputes arising from the execution of this contract shall be settled by friendly negotiation between the two parties. If it cannot be resolved, it will be submitted to arbitration.

2. Place of arbitration

(1) Arbitration by the ________________ Arbitration Commission in accordance with the arbitration rules of the Association.

(2) Arbitration is conducted in Stockholm, Sweden, and is conducted by the Arbitration Institute of the Stockholm Chamber of Commerce in accordance with the procedures of the Court of Arbitration.

3 The arbitral award shall be final and binding on both parties, and both parties shall comply with it.

4 The arbitration fee shall be borne by the losing party.

5 In the course of arbitration, in addition to the part subject to arbitration, this contract shall continue to be executed by both parties.

Chapter XIII Force Majeure

Article 61 If any party signing up, due to war and serious fires, floods, typhoons and earthquakes, affects the execution of the contract, the contract period shall be delayed, and the delay shall be equivalent to the impact of the accident. time.

Article 62 The responsible party shall inform the other party of the irresistible human accidents as soon as possible, and submit the certificate file issued by the relevant authority to the other party for confirmation within ____ days by air registration.

Article 63 If the manpower irresistible accident continues for more than ____ days, the two parties shall resolve the issue of the continued execution of the contract as soon as possible through friendly negotiation.

Chapter 14: Contract Effectiveness and Others

Article 64 After the contract is signed by the representatives of Party A and Party B, both parties shall apply to the respective governments for approval, and the date of final approval of the party shall be the effective date. Both parties should use their best efforts to obtain approval within the ____ day period. And use the telegram to inform the other party, and then confirm it by letter. If the contract cannot be valid within ____ months after signing, the contract will not be binding on Party A and Party B.

The parties agree that the time limit for applying for approval may be extended.

Article 65 This contract shall be written in four copies in ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ .

Article 66 This contract shall be valid for ________ years from the date of entry into force of the contract. After the expiration of the validity period, this contract will automatically lapse, unless otherwise agreed by the parties during the validity period of the contract. When the start date of the second phase contract product will be guided by Party B, Party B will sign a memorandum to confirm.

1. At any time before the contract expires, Party A or Party B may request negotiations for the extension of the contract, and then sign the special terms for the extension of the contract.

2. The first phase of the contract begins on the effective date of the contract, and the start date of the second phase of the contract is expected to be the ____th month after the contract takes effect.

3. Before the termination of the contract, the unliquidated defaults and debts incurred under any contract will not be affected by the termination of the contract, and the termination of the contract will not be able to discharge the debts owed by one party to the other.

4. The subsidiary files of this contract are inseparable parts of this contract and have the same effect as the body of the contract.

5. All correspondence between the parties before the signing of the contract will automatically become invalid from the date of entry into force of the contract.

6. This contract may only be changed and supplemented in accordance with a written file signed by an authorized representative of both parties. These files will become an integral part of the contract.

7. The communication between the two parties for the performance of this contract shall be in duplicate in the language of ____.

8. The parties shall not transfer any rights or obligations of this contract to a third party until the other party has not agreed in advance.

9. Any provision of this contract does not affect trade between the ____ country and any other country.

Article 67 Party A agrees to purchase a batch (raw material or semi-finished product) from Party B so that Party A can produce “contracted products” in the amount of US$ ____ (capital: ____ USD). Orders and plans for special parts are determined by the inspection team in the ____ country. If the price and conditions are favorable, Party A will order another batch (raw materials and parts) from Party B.

Chapter 15 Legal Address

Article 68

Party A: China ____________ company

Address: ________________ Postal Code ________ Phone________

Legal representative: ________

____year month day

Party B: ________________ company

Address: ________________ Postal Code ________ Phone: ________

Legal representative: ________

____year month day

International Technology Transfer Contract Model

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