Chinese and foreign technology transfer contract
Contract number: _______________________
Date of signing: _____________________
Signing location: _____________________
IX _____ years _____ month _____ days
Foreword
This contract was signed in _________________ on ×××月×日.
Party A is: China ××××××× Company
Contract factory: China × × × factory (hereinafter referred to as Party A)
Party B is: × Country × × Company (hereinafter referred to as Party B)
Chapter 1 Contract Content
1.1 Party B agrees to provide Party A with written and non-written proprietary technology for the manufacture of XX contract products. The variety, specifications and technical performance of the contract products produced by this technology can be found in the attached file of this contract (omitted).
1.2 Party B is responsible for providing Party A with the know-how and 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 the attached file of this contract (omitted).
1.3 Party B is 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 of manufacturing contracted products. For details, please refer to the attached file of this contract (slightly omitted).
1.4 Party B dispatched competent technical personnel to the contract factory of Party A for technical service. For details, please refer to the attached file of this contract (slightly).
1.5 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 sides will sign another agreement.
1.6 Party B is responsible for providing relevant consultation on the key equipment required by Party A of this contract.
1.7 Party B shall provide Party A with prototypes, castings and spare parts for the contracted products. For details, please refer to the attached file of this contract (slightly omitted).
1.8 For the provisions of Party A's sales contract products and the use of Party B's trademarks, see Chapter 8 of this contract.
Chapter II Definition
2.1 Contract products refer to all products listed in Attachment 1 of this contract.
2.2 The blueprint refers to the general drawings, manufacturing drawings, material specifications and other parts catalogues currently used by Party B's manufacturing contract products.
2.3 Technical data refers to all the proprietary technologies and other related design drawings, technical files, etc. that Party B is currently required to produce contracted products for the production of the contracted products.
2.4 The standard refers to the standard adopted and formulated by Party B in the technical materials provided to Party A for the manufacture of the contracted product.
2.5 Entry fee refers to the content specified by Party B in accordance with Article 1.2, Article 1.3, Article 1.4, Article 1.6, and Article 1.7 of Chapter 1 of this contract in the form of transfer of technical data to Party A. Provide the design and manufacturing technology of the contract product, and the fee paid by Party A to Party B.
2.6 The royalties refer to the fees paid by Party A to Party B during the term of validity of this contract due to Party B's continuous technical consultation and assistance provided by Party B and Party A's continuous use of Party B's trademarks and know-how during the validity period of the contract.
2.7 Contract validity period means the period from the commencement of this contract to the termination time of this contract as specified in Article 14.3 of this contract.
Chapter III Price
3.1 According to the provisions of Chapter 1 of this contract, the contractual fees paid by Party A to Party B are as follows:
3.1.1 The entry fee is XXX USD (Capital: XXX USD). This refers to the data transfer fee and technical training fee related to this contract product, including all costs before the delivery of technical data. The entry fee is a fixed price.
3.1.2 After the acceptance of the contract product is qualified, the commission fee for each contract product sold by Party A is the base price ×%. Parts purchased by Party A from Party B are not included in the royalties.
3.1.3 The base price for calculating the royalties shall be XX% of the price of each catalogue announced and used by Party B in the country of X.
3.2 Party B agrees to return the contract product produced by Party A. The amount of the product for sale is the amount of XX (% × ×) that Party A pays the total royalties of Party B. Products sold back shall meet the technical performance standards provided by Party B. The product variety, specifications, quantity and delivery date of each resale are determined by friendly negotiation between the two parties.
The price of the resold product is calculated according to the base price of the commission specified in 3.1.3, which is the ××% of the catalogue price.
Chapter IV Payment and Payment Conditions
4.1 All costs under this contract, Party A and Party B are paid in US dollars.
The amount paid by Party A to Party B shall be handled by XX Bank of China and Bank of China ××.
If Party B repays the amount to Party A, the payment shall be made through XX Bank and XX Bank of China.
All bank expenses incurred in China are borne by Party A. The bank expenses incurred outside of China shall be borne by Party B.
42. Party A shall pay Party B the following measures and time according to the contract fees stipulated in Chapter III of this contract:
4.2.1 Party A shall receive the following documents in XX days after receiving the following documents and pay the entry fee × × US dollars (capital: × × US dollars) to Party B within XX days.
(a) A letter of guarantee issued by Party B. When Party B fails to deliver the technical materials in accordance with the contract, the amount of repayment is guaranteed × × US dollars.
(b) The current draft is in the form of a copy.
(c) The original amount of the invoice for the total amount of the entry fee shall be paid in three copies.
(d) × A photocopy of the license issued by the government. If Party B believes that an export license is not required, Party B shall submit a letter of approval regarding the absence of an export license.
4.2.2 Party A shall pay Party B the payment of XX USD within XX days after receiving the following documents from Party B for the delivery of the first phase of the product (Capital: XX USD.)
(a) The current draft is in full, one copy each.
(b) One original commercial invoice and three copies.
(c) One original copy of the air waybill, three copies.
(d) The technical information of the first-stage products issued by Party B, the proof of the completion of the delivery of the prototype, castings and spare parts, one copy each.
4.2.3 Party A shall pay Party B the amount of XX USD (Capital: XX USD) within XX days after receiving the following documents from Party B for the delivery of the second phase of the product.
(a) The current draft is in full, one copy each.
(b) One original commercial invoice and three copies.
(c) One original copy of the air waybill, three copies.
(d) The technical data of the second-stage product issued by Party B, the prototype, and the original copy of the certificate of XX that has been delivered in the subsidiary file five.
4.2.4 After the first batch of prototypes of the contracted products have passed the acceptance test, Party A shall pay Party B the amount of XX USD (upper case: × × USD) within the following days after receiving the following documents from Party B and reviewing it.
(a) The current draft is in full, one copy each.
(b) One original commercial invoice and three copies.
(c) A photocopy of the “Certificate of Acceptance and Acceptance of Contract Products” signed by both parties.
Note: If the acceptance test is delayed and is the responsibility of Party A, it will be paid no later than the time (in time) after the contract takes effect.
4.3 The royalties specified in Chapter III of this contract shall be paid by Party A to Party B after the passing of the sample product assessment and verification according to the following methods and conditions:
4.3.1 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 XX days after the end of each calendar year.
4.3.2 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 are 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 shall discuss the gap and negotiate to take corrective action.
4.3.3 Party A shall pay Party B a royalty fee within XX days after receiving the following documents from Party B and reviewing it:
(a) The current draft is in full, one copy each.
(b) One original commercial invoice and three copies.
(c) The calculation of the commission for the year is in quadruplicate.
4.3.4 During the expiration of the contract, Party A will submit a report on the quantity of the final sales contract product within XX days after the termination of the contract, so that Party B can calculate the royalties.
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 from any of the above payments.
Chapter V Payment of Technical Information
5.1 Party B shall provide Party A with technical information in accordance with the provisions of Attachment 2 of this contract.
5.2 Party B shall deliver technical data at the XX airport or station. 3. The stamp date of the airport or station is the effective delivery date of the technical data. Party A shall confirm the receipt of the information within two weeks of receipt of the information.
5.3 Technical data, prototypes, castings and spare parts for the first phase of the product:
5.3.1 Within XX weeks after the contract takes effect, Party B must issue a set of basket maps, a set of two base maps and a set of standards. Can be delivered in batches.
5.3.2 Within XX 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 contract product.
5.4 Technical data and prototype of the second stage product:
5.4.1 Within × weeks after the start date of the second phase, Party B must issue a set of basket drawings related to the second phase of the product, a set of two base maps and a set of standards. Can be delivered in installments.
5.4.2 Within XX weeks after the start of the second phase, Party B must issue all technical materials and prototypes, castings and materials related to the second phase of the contract product as soon as possible.
5.5 Within XX hours after each batch of technical data or prototype, 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 to Party A. At the same time, Party B shall send the following documents to Party A by airmail:
(a) One original copy of the air waybill, two copies.
(b) A detailed list of technical documents, prototypes, castings and spare parts shipped in duplicate.
5.6 If the technical documents or prototypes provided by Party B, castings and spare parts are lost or damaged during transportation, Party B shall, as soon as possible after receiving the written notice of Party A’s loss or damage, make up the compensation as soon as possible within × months. Send or resend to Party A.
5.7 The technical data to be delivered shall have a solid 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) Transport mark
(c) Consignee
(d) Technical data destination
(e) Weight (kg)
(f) Prototypes, castings and spare parts destinations
5.8 Each box should be accompanied by a detailed packing of four copies.
Chapter VI Improvements and Modifications of Technical Information
6.1 In order to adapt to China's design standards, materials, process equipment and other production conditions, Party A has 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 is responsible for assisting Party A in modifying technical information during training or technical guidance. For details, see Attached File III and Attached File IV.
6.2 Party A must add a trailing mark after the model number to distinguish those that affect the shape, fit or function, and notify Party B.
6.3 During the term of the contract, any improvement and development of the parties within the scope of the contract shall be improved to each other free of charge, and the technical materials for development shall be submitted to the other party.
6.4 Improvement and development of technology, ownership is an improvement, development side.
Chapter VII Quality Acceptance Test
7.1 In order to verify the reliability of the contracted products manufactured according to the technical data provided by Party B, both Party A and Party B shall jointly check 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, Party B shall be responsible for repeating the test and the expenses of Party B personnel, and Party A shall be responsible for the expenses of personnel and translation of Party A participating in the repeated test. For details, see the attached file of this contract.
7.2 The technical performance of the test product shall be in accordance with the standard provisions of this contract provided by Party B, that is, through the appraisal. Party A and Party B sign four copies of the “Certificate of Acceptance and Acceptance of Contract Products”, each party holding two copies.
7.3 If the technical performance of the test product does not meet the technical parameters specified in the attached file, the two parties shall consult and discuss the cause together and take measures to eliminate the defect and carry out the second test acceptance.
7.4 If the unqualified test product is the responsibility of Party B, then Party B will send all the expenses for the second assessment and acceptance, which shall be borne by Party B. If Party A is responsible, the fee shall be borne by Party A.
7.5 If the second test of the test product is still unqualified, if it is the responsibility of Party B, Party B shall compensate Party A for the direct loss suffered by Party A, and take measures to eliminate the defect and participate in the third assessment. The cost shall be borne by Party B. If Party A is responsible, the fee shall be borne by Party A.
7.6 If the third test of the test product is unqualified, 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 the provisions of Article 9.8 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"
8.1 The “contracted products” produced by Party A may be sold in the People's Republic of China and may be exported to other countries according to the following conditions:
8.1.1 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 buyer within one week after the transaction is completed.
8.1.2 Party A can sell freely in areas not included in Party B's sales/distribution network.
8.2 Party B shall not interfere with the right of Party A to sell the “contracted product” on the host of China to any country (including the country where the sales/distribution network of Party B is located). In order to repair the Chinese export host, Party A can freely sell the "contract product" as an accessory.
8.3 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 “Manufactured by the People's Republic of China XX Factory”. The trademark license shall be signed separately by Party A and XX Company.
8.4 When using a trademark, 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. If the result of the sampling test does 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 is still not met, Party B 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
9.1 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 of the "contract product" design changes and technical improvements, development materials, Party B will be sent to Party A in a timely manner.
9.2 Party B guarantees that the technical information provided by it is complete, clear and reliable, and delivered on time according to the provisions of Chapter V. The relevant definitions are as follows:
9.2.1 “Complete” means that the information provided by Party B is all the information specified in the subsidiary file of this contract, and is completely consistent with the information currently used by Party B's own factory.
9.2.2 “Reliable” The contract product manufactured by the nail side according to the technical data shall comply with the technical specifications of the contract product provided by Party B in accordance with this contract.
9.2.3 “Clear” means that the drawings, curves, terminology symbols, etc. in the data are easy to see.
9.3 If the technical information provided by Party B does not meet the requirements of Article 9.2, Party B must send the missing information or clear and reliable information to Party A for free within XX days after receiving the written notice from Party A. square.
9.4 When Party B is unable to deliver the materials at the time specified in Chapter 5 or 9.3 of this contract, Party B shall pay Party A a fine in the following proportions:
Late payment × to × week, the fine for each full week is the × ×% of the total entrance fee.
Late payment × to × week, the fine for each full week is the × ×% of the total entrance fee.
Late payment exceeds × weeks, and the penalty for each week is XX% of the total price of the entry fee.
9.5 In the event of 9.4 items, the total amount of fines paid by Party B to Party A shall not exceed XX dollars (capital: × × US dollars).
9.6 The fines specified in Article 9.4 paid by Party B to Party A shall be calculated on the basis of the full number of late payments.
9.7 After Party B pays Party A a fine, Party B does not release Party B's obligation to continue to deliver the above information.
9.8 According to the provisions of Chapter 7, due to the responsibility of Party B, if the product fails three times after being assessed, it shall be handled as follows:
9.8.1 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 ×% (a few percent).
9.8.2 If the contract is modified in accordance with 9.8.1, Party A will waive the manufacturing rights of only those parts and parts that are not qualified, and Party A will return all the files that will help to manufacture these unqualified products. Cannot be copied or destroyed.
Chapter 10 Licenses and Know-how
10.1 Party B warrants that it is the legal person who provides the license and know-how to Party A in accordance with the provisions of this contract, and is able to legally transfer the above license 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 responsibility.
10.2 The complete list of patents relating to this 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 photocopy of the patent in duplicate. However, the patent license of X is not granted or should not be included.
10.3 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 × trademark will also be terminated.
10.4 Both parties shall perform this contract and shall not disclose or disclose any technical information or business information provided by the parties to any third party in any way.
Chapter 11 Taxes
11.1 All taxes and fees arising from the performance of this contract shall be borne by Party B outside of China.
11.2 During the execution of the contract, Party B's income in China shall be taxed in accordance with the Chinese tax law. This tax will be withheld by Party A at each payment, and a copy of the receipt of the tax office will be submitted to Party B.
Chapter 12 Arbitration
12.1 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.
12.2 The place of arbitration is in Beijing and is arbitrated by the Foreign Trade and Economic Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Interim Rules of the Arbitration Program. Arbitration may also take place in Stockholm, Sweden, and arbitration by the Arbitration Institute of the Stockholm Chamber of Commerce in accordance with the procedures of the Court of Arbitration.
12.3 The arbitral award shall be final and binding on both parties, and both parties shall comply with it.
12.4 The arbitration fee shall be borne by the losing party.
12.5 In the course of arbitration, in addition to the part subject to arbitration, this contract shall continue to be executed by both parties.
Chapter 13: Disability
13.1 If any party signing up, due to war and serious fires, floods, typhoons and earthquakes, affecting the execution of the contract, the contract period should be delayed, and the delay should be equivalent to the time affected by the accident.
13.2 The responsible party shall promptly report the irresistible human accident to the other party, and submit the certificate file issued by the relevant authority to the other party for confirmation within XX days.
13.3 If the manpower irresistible accident continues beyond XX days, the two parties shall resolve the contractual execution as soon as possible through friendly negotiation.
Chapter 14: Contract Effectiveness and Others
14.1 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 do their utmost to obtain approval within the XX days. And use the telegram to inform the other party, and then confirm with a letter. If the contract cannot be effective within × months after signing the contract, then this contract is not binding on Party A and Party B. With the consent of both parties, the time limit for applying for approval can be extended.
14.2 This contract is written in four copies in both Chinese and Chinese. The text of the text and the Chinese text are equally valid. The two sides are in the process of holding two copies of the text.
14.3 This contract is valid from the date of entry into force of the contract. After the expiration of the validity period, this contract will automatically expire. Unless otherwise agreed by the parties during the validity period of the contract, the start date of the second phase contract product will be guided by Party B to China, and the two parties will sign a memorandum to confirm.
14.3.1 At any time before the expiration of the contract × before the month, Party A or Party B may submit a negotiation for the extension of the contract, and then sign the special clause for the extension of the contract.
14.4 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 xth month after the contract takes effect.
14.5 Prior to the termination of the contract, the unliquidated defaults and debts incurred under any contract will not be affected by the termination of the contract. The termination of the contract does not relieve the debt owed to one party's debt to the other party?
14.6 The sub-files of this contract are inseparable parts of this contract and have the same effect as the body of the contract.
14.7 All correspondence between the two parties before the signing of the contract will automatically expire from the date of entry into force of the contract?
14.8 Can this contract be changed and supplemented only in accordance with a written file signed by an authorized representative of both parties? Will these files become an integral part of the contract?
14.9 Should the communication between the two parties for the performance of this contract be written in two copies in Chinese?
14.10 The parties shall not place any rights and/or obligations of this contract until the other party has not agreed in advance.
Give it to a third party?
14.11 Does any provision of this contract affect trade between the State of X and any other country?
14.12 Party A agrees to purchase a batch (raw material or semi-finished product) from Party B, so that Party A can produce “combined product” in the amount of ××USD (capital: ××USD). The order and plan for a specific part shall be determined by the inspection in the country of X. If the price and condition are favorable, Party A shall order another batch (raw material or part) from Party B.
Chapter 15 Legally:
Party A: China × × Gong:
address:
Telegraph registration:
telex:
××工:
Address: People's Republic of China:
Telegraph registration:
Party B: Public:
address:
telex:
This contract is signed in XX on ××年×月×日:
Party A × × Company represents Party B × × Company Generation:
(signed) (signed)
××Factory Representative (Signature)
Party A Lawyer Party B Lawyer
(signed) (signed)
(Note: the contract attached files are omitted)
Date of signing: _____________________
Signing location: _____________________
IX _____ years _____ month _____ days
Foreword
This contract was signed in _________________ on ×××月×日.
Party A is: China ××××××× Company
Contract factory: China × × × factory (hereinafter referred to as Party A)
Party B is: × Country × × Company (hereinafter referred to as Party B)
Chapter 1 Contract Content
1.1 Party B agrees to provide Party A with written and non-written proprietary technology for the manufacture of XX contract products. The variety, specifications and technical performance of the contract products produced by this technology can be found in the attached file of this contract (omitted).
1.2 Party B is responsible for providing Party A with the know-how and 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 the attached file of this contract (omitted).
1.3 Party B is 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 of manufacturing contracted products. For details, please refer to the attached file of this contract (slightly omitted).
1.4 Party B dispatched competent technical personnel to the contract factory of Party A for technical service. For details, please refer to the attached file of this contract (slightly).
1.5 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 sides will sign another agreement.
1.6 Party B is responsible for providing relevant consultation on the key equipment required by Party A of this contract.
1.7 Party B shall provide Party A with prototypes, castings and spare parts for the contracted products. For details, please refer to the attached file of this contract (slightly omitted).
1.8 For the provisions of Party A's sales contract products and the use of Party B's trademarks, see Chapter 8 of this contract.
Chapter II Definition
2.1 Contract products refer to all products listed in Attachment 1 of this contract.
2.2 The blueprint refers to the general drawings, manufacturing drawings, material specifications and other parts catalogues currently used by Party B's manufacturing contract products.
2.3 Technical data refers to all the proprietary technologies and other related design drawings, technical files, etc. that Party B is currently required to produce contracted products for the production of the contracted products.
2.4 The standard refers to the standard adopted and formulated by Party B in the technical materials provided to Party A for the manufacture of the contracted product.
2.5 Entry fee refers to the content specified by Party B in accordance with Article 1.2, Article 1.3, Article 1.4, Article 1.6, and Article 1.7 of Chapter 1 of this contract in the form of transfer of technical data to Party A. Provide the design and manufacturing technology of the contract product, and the fee paid by Party A to Party B.
2.6 The royalties refer to the fees paid by Party A to Party B during the term of validity of this contract due to Party B's continuous technical consultation and assistance provided by Party B and Party A's continuous use of Party B's trademarks and know-how during the validity period of the contract.
2.7 Contract validity period means the period from the commencement of this contract to the termination time of this contract as specified in Article 14.3 of this contract.
Chapter III Price
3.1 According to the provisions of Chapter 1 of this contract, the contractual fees paid by Party A to Party B are as follows:
3.1.1 The entry fee is XXX USD (Capital: XXX USD). This refers to the data transfer fee and technical training fee related to this contract product, including all costs before the delivery of technical data. The entry fee is a fixed price.
3.1.2 After the acceptance of the contract product is qualified, the commission fee for each contract product sold by Party A is the base price ×%. Parts purchased by Party A from Party B are not included in the royalties.
3.1.3 The base price for calculating the royalties shall be XX% of the price of each catalogue announced and used by Party B in the country of X.
3.2 Party B agrees to return the contract product produced by Party A. The amount of the product for sale is the amount of XX (% × ×) that Party A pays the total royalties of Party B. Products sold back shall meet the technical performance standards provided by Party B. The product variety, specifications, quantity and delivery date of each resale are determined by friendly negotiation between the two parties.
The price of the resold product is calculated according to the base price of the commission specified in 3.1.3, which is the ××% of the catalogue price.
Chapter IV Payment and Payment Conditions
4.1 All costs under this contract, Party A and Party B are paid in US dollars.
The amount paid by Party A to Party B shall be handled by XX Bank of China and Bank of China ××.
If Party B repays the amount to Party A, the payment shall be made through XX Bank and XX Bank of China.
All bank expenses incurred in China are borne by Party A. The bank expenses incurred outside of China shall be borne by Party B.
42. Party A shall pay Party B the following measures and time according to the contract fees stipulated in Chapter III of this contract:
4.2.1 Party A shall receive the following documents in XX days after receiving the following documents and pay the entry fee × × US dollars (capital: × × US dollars) to Party B within XX days.
(a) A letter of guarantee issued by Party B. When Party B fails to deliver the technical materials in accordance with the contract, the amount of repayment is guaranteed × × US dollars.
(b) The current draft is in the form of a copy.
(c) The original amount of the invoice for the total amount of the entry fee shall be paid in three copies.
(d) × A photocopy of the license issued by the government. If Party B believes that an export license is not required, Party B shall submit a letter of approval regarding the absence of an export license.
4.2.2 Party A shall pay Party B the payment of XX USD within XX days after receiving the following documents from Party B for the delivery of the first phase of the product (Capital: XX USD.)
(a) The current draft is in full, one copy each.
(b) One original commercial invoice and three copies.
(c) One original copy of the air waybill, three copies.
(d) The technical information of the first-stage products issued by Party B, the proof of the completion of the delivery of the prototype, castings and spare parts, one copy each.
4.2.3 Party A shall pay Party B the amount of XX USD (Capital: XX USD) within XX days after receiving the following documents from Party B for the delivery of the second phase of the product.
(a) The current draft is in full, one copy each.
(b) One original commercial invoice and three copies.
(c) One original copy of the air waybill, three copies.
(d) The technical data of the second-stage product issued by Party B, the prototype, and the original copy of the certificate of XX that has been delivered in the subsidiary file five.
4.2.4 After the first batch of prototypes of the contracted products have passed the acceptance test, Party A shall pay Party B the amount of XX USD (upper case: × × USD) within the following days after receiving the following documents from Party B and reviewing it.
(a) The current draft is in full, one copy each.
(b) One original commercial invoice and three copies.
(c) A photocopy of the “Certificate of Acceptance and Acceptance of Contract Products” signed by both parties.
Note: If the acceptance test is delayed and is the responsibility of Party A, it will be paid no later than the time (in time) after the contract takes effect.
4.3 The royalties specified in Chapter III of this contract shall be paid by Party A to Party B after the passing of the sample product assessment and verification according to the following methods and conditions:
4.3.1 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 XX days after the end of each calendar year.
4.3.2 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 are 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 shall discuss the gap and negotiate to take corrective action.
4.3.3 Party A shall pay Party B a royalty fee within XX days after receiving the following documents from Party B and reviewing it:
(a) The current draft is in full, one copy each.
(b) One original commercial invoice and three copies.
(c) The calculation of the commission for the year is in quadruplicate.
4.3.4 During the expiration of the contract, Party A will submit a report on the quantity of the final sales contract product within XX days after the termination of the contract, so that Party B can calculate the royalties.
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 from any of the above payments.
Chapter V Payment of Technical Information
5.1 Party B shall provide Party A with technical information in accordance with the provisions of Attachment 2 of this contract.
5.2 Party B shall deliver technical data at the XX airport or station. 3. The stamp date of the airport or station is the effective delivery date of the technical data. Party A shall confirm the receipt of the information within two weeks of receipt of the information.
5.3 Technical data, prototypes, castings and spare parts for the first phase of the product:
5.3.1 Within XX weeks after the contract takes effect, Party B must issue a set of basket maps, a set of two base maps and a set of standards. Can be delivered in batches.
5.3.2 Within XX 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 contract product.
5.4 Technical data and prototype of the second stage product:
5.4.1 Within × weeks after the start date of the second phase, Party B must issue a set of basket drawings related to the second phase of the product, a set of two base maps and a set of standards. Can be delivered in installments.
5.4.2 Within XX weeks after the start of the second phase, Party B must issue all technical materials and prototypes, castings and materials related to the second phase of the contract product as soon as possible.
5.5 Within XX hours after each batch of technical data or prototype, 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 to Party A. At the same time, Party B shall send the following documents to Party A by airmail:
(a) One original copy of the air waybill, two copies.
(b) A detailed list of technical documents, prototypes, castings and spare parts shipped in duplicate.
5.6 If the technical documents or prototypes provided by Party B, castings and spare parts are lost or damaged during transportation, Party B shall, as soon as possible after receiving the written notice of Party A’s loss or damage, make up the compensation as soon as possible within × months. Send or resend to Party A.
5.7 The technical data to be delivered shall have a solid 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) Transport mark
(c) Consignee
(d) Technical data destination
(e) Weight (kg)
(f) Prototypes, castings and spare parts destinations
5.8 Each box should be accompanied by a detailed packing of four copies.
Chapter VI Improvements and Modifications of Technical Information
6.1 In order to adapt to China's design standards, materials, process equipment and other production conditions, Party A has 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 is responsible for assisting Party A in modifying technical information during training or technical guidance. For details, see Attached File III and Attached File IV.
6.2 Party A must add a trailing mark after the model number to distinguish those that affect the shape, fit or function, and notify Party B.
6.3 During the term of the contract, any improvement and development of the parties within the scope of the contract shall be improved to each other free of charge, and the technical materials for development shall be submitted to the other party.
6.4 Improvement and development of technology, ownership is an improvement, development side.
Chapter VII Quality Acceptance Test
7.1 In order to verify the reliability of the contracted products manufactured according to the technical data provided by Party B, both Party A and Party B shall jointly check 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, Party B shall be responsible for repeating the test and the expenses of Party B personnel, and Party A shall be responsible for the expenses of personnel and translation of Party A participating in the repeated test. For details, see the attached file of this contract.
7.2 The technical performance of the test product shall be in accordance with the standard provisions of this contract provided by Party B, that is, through the appraisal. Party A and Party B sign four copies of the “Certificate of Acceptance and Acceptance of Contract Products”, each party holding two copies.
7.3 If the technical performance of the test product does not meet the technical parameters specified in the attached file, the two parties shall consult and discuss the cause together and take measures to eliminate the defect and carry out the second test acceptance.
7.4 If the unqualified test product is the responsibility of Party B, then Party B will send all the expenses for the second assessment and acceptance, which shall be borne by Party B. If Party A is responsible, the fee shall be borne by Party A.
7.5 If the second test of the test product is still unqualified, if it is the responsibility of Party B, Party B shall compensate Party A for the direct loss suffered by Party A, and take measures to eliminate the defect and participate in the third assessment. The cost shall be borne by Party B. If Party A is responsible, the fee shall be borne by Party A.
7.6 If the third test of the test product is unqualified, 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 the provisions of Article 9.8 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"
8.1 The “contracted products” produced by Party A may be sold in the People's Republic of China and may be exported to other countries according to the following conditions:
8.1.1 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 buyer within one week after the transaction is completed.
8.1.2 Party A can sell freely in areas not included in Party B's sales/distribution network.
8.2 Party B shall not interfere with the right of Party A to sell the “contracted product” on the host of China to any country (including the country where the sales/distribution network of Party B is located). In order to repair the Chinese export host, Party A can freely sell the "contract product" as an accessory.
8.3 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 “Manufactured by the People's Republic of China XX Factory”. The trademark license shall be signed separately by Party A and XX Company.
8.4 When using a trademark, 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. If the result of the sampling test does 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 is still not met, Party B 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
9.1 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 of the "contract product" design changes and technical improvements, development materials, Party B will be sent to Party A in a timely manner.
9.2 Party B guarantees that the technical information provided by it is complete, clear and reliable, and delivered on time according to the provisions of Chapter V. The relevant definitions are as follows:
9.2.1 “Complete” means that the information provided by Party B is all the information specified in the subsidiary file of this contract, and is completely consistent with the information currently used by Party B's own factory.
9.2.2 “Reliable” The contract product manufactured by the nail side according to the technical data shall comply with the technical specifications of the contract product provided by Party B in accordance with this contract.
9.2.3 “Clear” means that the drawings, curves, terminology symbols, etc. in the data are easy to see.
9.3 If the technical information provided by Party B does not meet the requirements of Article 9.2, Party B must send the missing information or clear and reliable information to Party A for free within XX days after receiving the written notice from Party A. square.
9.4 When Party B is unable to deliver the materials at the time specified in Chapter 5 or 9.3 of this contract, Party B shall pay Party A a fine in the following proportions:
Late payment × to × week, the fine for each full week is the × ×% of the total entrance fee.
Late payment × to × week, the fine for each full week is the × ×% of the total entrance fee.
Late payment exceeds × weeks, and the penalty for each week is XX% of the total price of the entry fee.
9.5 In the event of 9.4 items, the total amount of fines paid by Party B to Party A shall not exceed XX dollars (capital: × × US dollars).
9.6 The fines specified in Article 9.4 paid by Party B to Party A shall be calculated on the basis of the full number of late payments.
9.7 After Party B pays Party A a fine, Party B does not release Party B's obligation to continue to deliver the above information.
9.8 According to the provisions of Chapter 7, due to the responsibility of Party B, if the product fails three times after being assessed, it shall be handled as follows:
9.8.1 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 ×% (a few percent).
9.8.2 If the contract is modified in accordance with 9.8.1, Party A will waive the manufacturing rights of only those parts and parts that are not qualified, and Party A will return all the files that will help to manufacture these unqualified products. Cannot be copied or destroyed.
Chapter 10 Licenses and Know-how
10.1 Party B warrants that it is the legal person who provides the license and know-how to Party A in accordance with the provisions of this contract, and is able to legally transfer the above license 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 responsibility.
10.2 The complete list of patents relating to this 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 photocopy of the patent in duplicate. However, the patent license of X is not granted or should not be included.
10.3 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 × trademark will also be terminated.
10.4 Both parties shall perform this contract and shall not disclose or disclose any technical information or business information provided by the parties to any third party in any way.
Chapter 11 Taxes
11.1 All taxes and fees arising from the performance of this contract shall be borne by Party B outside of China.
11.2 During the execution of the contract, Party B's income in China shall be taxed in accordance with the Chinese tax law. This tax will be withheld by Party A at each payment, and a copy of the receipt of the tax office will be submitted to Party B.
Chapter 12 Arbitration
12.1 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.
12.2 The place of arbitration is in Beijing and is arbitrated by the Foreign Trade and Economic Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Interim Rules of the Arbitration Program. Arbitration may also take place in Stockholm, Sweden, and arbitration by the Arbitration Institute of the Stockholm Chamber of Commerce in accordance with the procedures of the Court of Arbitration.
12.3 The arbitral award shall be final and binding on both parties, and both parties shall comply with it.
12.4 The arbitration fee shall be borne by the losing party.
12.5 In the course of arbitration, in addition to the part subject to arbitration, this contract shall continue to be executed by both parties.
Chapter 13: Disability
13.1 If any party signing up, due to war and serious fires, floods, typhoons and earthquakes, affecting the execution of the contract, the contract period should be delayed, and the delay should be equivalent to the time affected by the accident.
13.2 The responsible party shall promptly report the irresistible human accident to the other party, and submit the certificate file issued by the relevant authority to the other party for confirmation within XX days.
13.3 If the manpower irresistible accident continues beyond XX days, the two parties shall resolve the contractual execution as soon as possible through friendly negotiation.
Chapter 14: Contract Effectiveness and Others
14.1 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 do their utmost to obtain approval within the XX days. And use the telegram to inform the other party, and then confirm with a letter. If the contract cannot be effective within × months after signing the contract, then this contract is not binding on Party A and Party B. With the consent of both parties, the time limit for applying for approval can be extended.
14.2 This contract is written in four copies in both Chinese and Chinese. The text of the text and the Chinese text are equally valid. The two sides are in the process of holding two copies of the text.
14.3 This contract is valid from the date of entry into force of the contract. After the expiration of the validity period, this contract will automatically expire. Unless otherwise agreed by the parties during the validity period of the contract, the start date of the second phase contract product will be guided by Party B to China, and the two parties will sign a memorandum to confirm.
14.3.1 At any time before the expiration of the contract × before the month, Party A or Party B may submit a negotiation for the extension of the contract, and then sign the special clause for the extension of the contract.
14.4 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 xth month after the contract takes effect.
14.5 Prior to the termination of the contract, the unliquidated defaults and debts incurred under any contract will not be affected by the termination of the contract. The termination of the contract does not relieve the debt owed to one party's debt to the other party?
14.6 The sub-files of this contract are inseparable parts of this contract and have the same effect as the body of the contract.
14.7 All correspondence between the two parties before the signing of the contract will automatically expire from the date of entry into force of the contract?
14.8 Can this contract be changed and supplemented only in accordance with a written file signed by an authorized representative of both parties? Will these files become an integral part of the contract?
14.9 Should the communication between the two parties for the performance of this contract be written in two copies in Chinese?
14.10 The parties shall not place any rights and/or obligations of this contract until the other party has not agreed in advance.
Give it to a third party?
14.11 Does any provision of this contract affect trade between the State of X and any other country?
14.12 Party A agrees to purchase a batch (raw material or semi-finished product) from Party B, so that Party A can produce “combined product” in the amount of ××USD (capital: ××USD). The order and plan for a specific part shall be determined by the inspection in the country of X. If the price and condition are favorable, Party A shall order another batch (raw material or part) from Party B.
Chapter 15 Legally:
Party A: China × × Gong:
address:
Telegraph registration:
telex:
××工:
Address: People's Republic of China:
Telegraph registration:
Party B: Public:
address:
telex:
This contract is signed in XX on ××年×月×日:
Party A × × Company represents Party B × × Company Generation:
(signed) (signed)
××Factory Representative (Signature)
Party A Lawyer Party B Lawyer
(signed) (signed)
(Note: the contract attached files are omitted)
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