Technology introduction contract

1. Format ××× technology introduction contract
Party A: XXX (enterprise, other organizations in the technology exporting country, with the name, legal representative, country of registration, legal address, etc.; personal, name, gender, age, occupation and address)
Party B: ××× (Enterprises and other organizations in the countries where the technology is introduced, indicating the name of the company, legal representative, legal address, etc.; personal, name, gender, age, occupation and address)
Party A and Party B reached an agreement on the transfer of ×××× (technical name) as follows:
Article 1 Party A is the transferor (describes the basic situation of Party A); Party B is the transferee (writes the basic situation of Party B)
Article 2 Contents of Party A's Transfer of Technology
(Describe the technical conditions such as the name, scope, technical indicators and technical data of the transfer technology. The contract should clearly specify the technical object, target, content, process, technical requirements, technical data, etc.)
Article 3 The method of technology transfer (whether it is an exclusive transfer or a general license, which must be specified in the contract)
Article 4 Price and payment terms (to indicate the price conditions, which currency to use as the means of payment, at what stage to pay, etc.)
Article 5 Technical Acceptance Clauses (It shall be stated that the technical acceptance includes the acceptance of technical data and the acceptance of product inspection. Usually, the time, place, number of times, personnel standards and expenses of the acceptance shall be specified.)
Article 6: Technology and its rights guarantee clauses (specify the various indicators and advanced level of the technology, and make corresponding commitments to technical rights involving patents to ensure that the introduced technology does not cause equity disputes.)
Article 7 Technical training and technical service clauses (specify the content of technical training, usually including the number, professional, time and duration of training, content, methods and requirements of training. Technical services usually include technical guidance, technical services professionals Professional, number, level and working hours, etc.)
Article 8: Technical confidentiality clauses (The scope and duration of technical confidentiality shall be clarified. The confidentiality period generally does not exceed the validity period of the contract.)
Article 9: Transferee's Rights Clause (specify the transferee's right to use technology, manufacturing rights, sales rights and exports, scope and conditions for the exercise of rights, etc.)
Article 10 Force Majeure Events and Disclaimer Conditions (The force majeure clause mainly includes the scope, consequences, handling and exemption of force majeure. Force majeure shall generally be an event that the parties cannot foresee when entering into a contract, and the consequences of which cannot be avoided and cannot be overcome. Force majeure Events can be divided into two categories, namely, force majeure caused by natural causes and force majeure caused by social reasons. These issues must be clearly defined in the contract.)
Article 11: Liability for breach of contract (including the composition of default, remedy for breach of contract, claim method, dispute resolution method, etc.)
Article 12 Dispute Resolution and Application of Law
All disputes arising out of or in connection with the execution of this contract shall be settled through friendly negotiation; if the negotiation cannot be resolved, it shall be submitted to the Beijing China Council for the Promotion of International Trade's Foreign Economic and Trade Arbitration Commission, in accordance with the arbitration procedure of the Association. Rules are arbitrated. The arbitral award is final and binding on both parties.
(Or stipulate: All disputes arising out of or in connection with the execution of this contract shall be settled through friendly negotiation. If the negotiation fails, the arbitration institution submitted to the country shall submit the arbitration according to the arbitration procedure of the arbitration institution. The arbitral award is final and binding on both parties.)
Arbitration is based on Chinese law to determine disputes between parties.
Article 13 Effective date and termination of the contract
This contract is effective from x years x months x days. Terminated due to ×××× (the reason for the termination).
Article 14 Change and dissolution of the contract
(state the conditions for the change and cancellation of the contract)
Article 15 The contract text uses both Chinese and English (other texts are also available). In case of difference, the Chinese version shall prevail.
Article 16 If the contract is not completed, the two parties shall sign a supplementary agreement. The Supplementary Agreement is equally valid as this Agreement.
Party A: (Chapter) Party B: (Chapter)
Legal representative: (signed) Legal representative: (signed)
××××year×month×day
2. Description
The technology introduction contract refers to the clear mutual rights and obligations between companies, enterprises, groups or individuals (recipients) within the territory of the People's Republic of China for the introduction of technology with companies, enterprises, groups or individuals (suppliers) outside the territory of the People's Republic of China. agreement. According to the Regulations on the Administration of Technology Import Contracts and the implementation rules, the issues that should be paid attention to when signing the technology import contract are:
(1) List the basic conditions of the contract, including the name of the contract, the name (or name) of the party, the domicile (or legal address), nationality, time and place of signing. The name of the contract must be able to accurately reflect the nature, characteristics and content of the contract, so that people can understand the entire contract. The name (or name) of the party must be consistent with the unit or individual that actually bears the contractual rights and obligations, and this issue should be paid more attention when we sign with a subsidiary of a foreign company. The legal address (or residence) of the party and the place where the contract is signed often become the place where the technical information is delivered. It may also become the arbitration place or legal action place for arbitration or litigation in disputes of the contract. Therefore, it should be clear and specific.
(2) To define the meaning of the keyword language used in the contract. The keyword language used in the contract can be explained by the definition clause. The parties to the technology import contract have different countries, different languages, and different laws. In order to prevent differences in the execution of the contract, it is necessary to confuse words such as proprietary technology, technical materials, quality standards, net sales, Technical improvements, etc., are defined and specified in a defined manner.
(3) The technology introduction contract shall implement the principle of equality and mutual benefit. Without the special approval of the examination and approval authority, the contract shall not have the following restrictive clauses: 1 requiring the recipient to accept the conditions unrelated to the technology, including the purchase of unneeded technology and technical services, Raw materials, equipment or products; 2 restricting the recipient's free choice to purchase raw materials, parts or equipment from different sources; 3 restricting the development and improvement of the introduced technology; 4 restricting the recipient to obtain or compete with similar technologies from other sources. Similar technology; 5 the conditions for the exchange of improved technologies between the two parties are not equal; 6 restrict the number, variety or sales price of the products produced by the recipient using the introduced technology; 7 unreasonably restrict the sales channels or export markets of the recipients; After the expiration of the contract, continue to use the imported technology; 9 require the recipient to pay or assume obligations for unused or invalid patents.
(4) The introduced technology must meet the conditions stipulated by law, otherwise the contract will be invalid. Regarding the conditions that the imported technology should meet, Article 3 of the Regulations on the Administration of Technology Import Contracts clearly stipulates that it must be applied in advance and should meet the following requirements: 1 to develop and produce new products; 2 to improve product quality and Performance, reduce production costs, save energy or materials; 3 help to make full use of domestic resources; 4 can expand product exports, increase foreign exchange earnings; 5 is conducive to environmental protection; 6 is conducive to production safety; 7 is conducive to improving business management; Help to improve the level of science and technology. When signing a contract, the parties should pay attention to whether they meet these requirements.