Chinese and foreign proprietary technology license contract (1)
Chinese and foreign proprietary technology contracts
Foreword
This contract was signed in Beijing on the day of the month.
One party is: Beijing, China, and the People's Republic of China (hereinafter referred to as Party A).
The other party is: Guozhou Company (hereinafter referred to as Party B).
In view of Party B's proprietary technology and actual production experience in design, manufacture and use.
In view of the fact that Party B has the right and willingness to transfer the above proprietary technology.
In view of the desire of Party A to use Party B's proprietary technology to design, manufacture and sell contract products.
In this case, the two parties signed the contract through negotiation under the following terms.
Chapter 1 Definition
The following nouns used in this contract shall have the stated meaning:
1.1 “Proprietary Technology” means the latest design, technical knowledge and experience of Party B in the manufacture, assembly, operation, service, maintenance and repair of the Contract Products (including related technologies written in Attachments 2, 3 and 4). Archives, training, technical assistance and advice).
1.2 "Contracted Products" Nail side products manufactured by using this proprietary technology, contracted products, size and specifications, please refer to Attached File 1 for details.
1.3 “Assessment Product” means the first contract product manufactured by Party A under the guidance of Party B's engineering and technical personnel to test the product in order to verify the correctness and reliability of the proprietary technology and technical files.
1.4 “Technical Archives” refers to the technical literature used in the manufacture of contracted products, a complete set of drawings for production (including general drawings, component drawings, parts drawings, electrical system diagrams, control schematics), relevant design calculation data, Manufacturing process files, maintenance instructions, and purchased parts list of contract products, matching parts list, etc. All technical files are in English and metric. The contents of the technical files can be found in the attached file.
1.5 “Training” refers to the oral interpretation of technical files in accordance with the provisions of Subsidiary Archives 3 on the know-how, on-site guidance on manufacturing, testing, assembly, use, maintenance and repair, training in Party B according to the needs of learning and training. Under the guidance of the training, the personnel trained by Party A will personally operate, and the training will be conducted at Party B's factory and other venues. The training equipment will be selected by Party B, and all training will be in English.
1.6 “Technical Assistance” means Party B provides comments, observations, guidance, measurements and on-site verification, interpretation, recommendations and other assistance required for the manufacture of products by Party A in writing or verbally for the benefit of Party A in accordance with Sub-File 4 All of this work is in English.
Chapter II Contents and Scope of the Contract
2.1 Party A agrees to purchase from Party B, and Party B agrees to transfer to Party A the proprietary technology for designing, manufacturing, applying, testing, maintaining and repairing the contracted products. The model, specifications and technical parameters of the contract product can be found in the attached file of this contract.
2.2 Party B acknowledges that Party A has the right to design, manufacture and sell the contracted products in China and in the following countries: India, Malaysia, Thailand, Philippines, Singapore, Vietnam, Myanmar, Pakistan, Iran, Bangladesh, Czechoslovakia, Hungary , Yugoslavia, Romania, Albania, Australia, New Zealand, Egypt, Algeria and Cameroon.
2.3 Party B is responsible for providing Party A with all relevant know-how and technical materials for the design and manufacture of the contracted products. The specific contents and delivery time are shown in Attached File 2 of this contract.
2.4 Party B shall be responsible for training Party A's technical personnel in Party B's factory and possibly Party B's user's factory, and try their best to make Party A's personnel familiar with and master the proprietary technology of the contracted products. For details, please refer to Attachment 3 of this contract.
2.5 Party B is responsible for dispatching technical experts to Party A for technical assistance. For details, please refer to Attached File 4.
2.6 If Party A requests, Party B shall be obliged to provide Party A with the parts and materials required for the production contract product under the preferential price conditions under the condition of obtaining the export license. At that time, the two parties shall negotiate and sign the contract.
2.7 During the contract period, Party B agrees to use the joint trademark of Party A and Party B in the contract products produced by Party A, and write the full name of Party B in English, and also indicate in Chinese and English that the product is Party A. Made under the license of Party B.
Chapter III Price
3.1 According to the content and scope of the contract stipulated in Chapter 2 of this contract, the total contract fee paid by Party A to Party B is divided into two parts:
3.1.1 The entry fee is US dollars (upper case: US dollars). The above price is a fixed price.
3.1.2 After the contract product or similar product is evaluated and sold, the commission is started. The commission fee is calculated based on the net sales price of the contracted product of Party A, and the commission rate is 3% (%).
3.2 All of the above contract prices include all costs incurred before all technical files are delivered to the destination.
3.3 The prices stated in this chapter are for the purchase of proprietary technology and do not include the cost of purchasing or shipping any hardware, equipment or parts thereof.
Chapter IV Payment and Payment Conditions
4.1 All fees under this contract are paid in US dollars, and the payment made by Party A to Party B is paid to the National Bank through Bank of China, Beijing. The payment made by Party B to Party A is paid to Bank of China Bank of China through Bank Negara.
4.2 All bank expenses incurred in China shall be borne by Party A, and bank expenses incurred outside China shall be borne by Party B.
4.3 The entry fee specified in Article 3.1.1 of this contract shall be paid by Party A to Party B according to the following methods and proportions.
4.3.1 30% of the entry fee for the contract (% of the total) is calculated in US dollars (upper US$). After Party B receives the following documents from Party B after the contract takes effect, it shall be verified no later than XX days. Pay to Party B:
A. A photocopy of a valid export license issued by the relevant authority of Party B, or a certificate issued by the same authority that does not require an export license.
B. The amount issued by the National Bank is US dollars (capital: US dollars), and a copy of the irrecoverable guarantee letter of Party A is the beneficiary. The format of the guarantee letter can be found in the attached file of this contract.
C. The invoice for the amount of the total contract price is in triplicate.
D. One copy of the current draft of the draft.
Party A shall provide Party B with a copy of the unrecoverable letter of guarantee issued by Bank of China in Beijing in US dollars (capital: US dollars) and Party B as the beneficiary. The format of the guarantee letter can be found in the attached file of this contract.
4.3.2 The entrance fee is 30% (% of the total) and the US dollar (upper case: US dollar). After Party A receives all the technical information stipulated by Party B according to the attached file 2 of this contract, it will receive it no later than Party A. Within the day after Party B submits the following documents, Party A shall pay Party A to Party B for verification:
A. Commercial invoices in quadruplicate;
B. One copy of the current draft of the draft;
C. Two copies of the air transport single photocopy delivered in accordance with all the information stipulated in this contract, and Party A's statement that all the information has been received in accordance with the provisions of Attachment 2 of this contract.
The above certificate shall be sent to Party B within days after the date of the air waybill.
4.3.3 25% of the entry fee (% of the total) is calculated in US dollars (in upper case US dollars), and the training is completed according to the attached file 3 of this contract, and after the receipt of the following documents by Party A, after checking the correct documents, Party A shall pay Party B:
A. Commercial invoices in quadruplicate;
B. One copy of the current draft of the draft;
C. A copy of the certification file signed by the dual masters has been completed in accordance with the requirements of Annex 3 of this contract.
4.3.4 The entry fee is 15% (% of the total) and the US dollar (capital: US dollar). After Party A receives the following documents from Party B, Party A will pay Party B to Party B after verification:
A. Commercial invoices in quadruplicate;
B. One copy of the current draft of the draft;
C. A photocopy of the assessment and acceptance certificate of the assessment product signed by both parties in accordance with the provisions of Attachment File 5.
4.4 According to the provisions of Chapter 7, after the inspection and acceptance of the products, the royalties specified in Section 3.1.2 shall be paid as follows:
4.4.1 Within 15 days after December 31 of each year, Party A shall notify Party B of the actual sales volume and net sales price of the previous year, and Party B shall have the right to assign the auditor to calibrate the total sales report at its own expense.
4.4.2 Party A shall, after receiving the following documents from Party B, be paid by Party A to Party B after verification:
A. The calculation of the commission fee for this period is in quadruplicate;
B. Commercial invoices in quadruplicate;
C. One copy of the current draft of the draft.
4.5 In accordance with the provisions of this contract, if Party B is required to pay a fine or compensation to Party A in accordance with Chapter 8 of this contract, Party A shall be entitled to deduct from any of the above payments.
Chapter V Delivery of Technical Archives
5.1 Party B shall deliver the technical file at Beijing Airport according to the delivery content and time specified in Attachment 2 of this contract, and hand it over to CAAC (Chinese company, address: Beijing Avenue, China).
5.2 New York Airport air waybill date is the certificate of the actual delivery date of the technical file. Party A will send a copy of the air waybill with the arrival date stamp to Party B.
5.3 Within 48 hours after the technical file is shipped, Party B shall notify Party A by telegram or telex with the contract number, air waybill number, item number, number of pieces, weight, flight number and estimated date of arrival. At the same time, the air waybill and the detailed list of technical files will be sent to Party A in two copies.
5.4 If the technical file is damaged in the air, Party B shall, within 30 days after receiving the written notice from Party A, re-send it to Party A's relevant files.
5.5 The delivery technical file shall have a sturdy package suitable for long-distance transportation, multiple handling, rain and moisture.
5.6 On the package cover of each package of technical files, the following shall be indicated in English:
A. Contract number
B. Receiver;
C. destination;
D. Taro
E. Weight (kg);
F. Box number
G. Consignee code.
5.7 Two boxes of detailed technical files are attached to the box, indicating the following:
A. Item Number;
B. project name;
C. Number of pages and total number of pages;
D. The figure number included.
Chapter VI Adaptation and Improvement
6.1 Adaptation
6.1.1 If the technical files provided by Party B do not apply to Party A's actual production conditions (such as design standards, materials, production conditions and other conditions of equipment), Party B will assist Party A in adapting the technical files to Adapt to Party A's production conditions and be confirmed by Party B in writing. But this adaptation must be acceptable from a technical point of view without reducing the quality of the contracted product.
6.1.2 In order to assist Party A in the required adaptation, Party B shall provide assistance for up to one Engineer Week and work in Party A's factory.
6.2 During the period of validity of the contract, the parties shall provide each other with technical files for improvement and development free of charge within two months of any improvement and development within the scope of the contract. The other party has the right to use this improved and developed material free of charge.
6.3 The technical ownership of the improvement and development of the contract product belongs to the party that has improved and developed the technology. If the other party requests to apply for a patent or transfer to a third party, the consent of the owner should be obtained.
Chapter VII Assessment and Acceptance
7.1 Both parties agree to jointly verify the contract products after Party A has manufactured the contract products in accordance with the technical files provided by Party B. The test methods are shown in Attached File 5.
7.2 If the performance test of the contract product indicates that its performance is consistent with the performance described in Attachment File 1, the assessment test is qualified. The two parties signed the acceptance certificate in quadruplicate, each holding two copies.
7.3 If the performance and technical parameters of the contract product are inconsistent in the assessment test, the two parties will conduct a friendly negotiation, jointly study, analyze the cause, find out the method to eliminate the fault, and then carry out the second assessment test (such as It is necessary to carry out the third time. After the test shows that the performance of the product is qualified, both parties will sign the acceptance certificate as described in clause 7.2.
7.4 If the product fails to pass the first and second assessments and its responsibility is in Party B, then Party B shall pay all costs to the second and third technicians by Party B. If the product is not qualified, Party A shall be responsible. , Party A provides all the above fees.
7.5 If the product has not passed at the third assessment and the responsibility is in Party B, the treatment method is implemented in accordance with Section 8.7.1. If the responsibility for failure is in Party A, the two parties will negotiate how to proceed with the execution of the contract.
7.6 Party A shall prepare the necessary utilities and materials when testing the products in its own factory.
Chapter VIII Guarantees and Claims
8.1 Party B guarantees that the technical file provided is the latest technology actually used by Party B and guarantees that Party A will provide Party A with all the technical information about the improvement of the contract product within the validity period of the contract.
8.2 Party B guarantees that the technical files provided are complete, correct and clear, and are guaranteed to be delivered on time.
8.3 If the technical file provided by Party B does not meet the requirements stipulated in Article 8.2, Party B must send the missing technical file or clear and correct technical file for free within one day after receiving the written notice from Party A. To Party A.
8.4 If Party B fails to deliver the technical files at the time specified in Articles 2 and 8.3 of the Contract Attachment, Party B shall pay Party A a percentage of the fine entry fee for each week. The above fine does not exceed the total price of the contract entry fee.
8.5 According to the provisions of 8.4, when Party B pays the penalty to Party A, Party B will not release Party B's obligation to continue to deliver the technical file.
8.6 At any time, in addition to force majeure, Party B shall have the right to deal with it according to Article 8.7.1 if Party B is late for the technical file for more than 6 months.
8.7 If the product fails to pass the 3 tests, it shall be treated as follows:
8.7.1 If the product fails and Party A cannot be put into production normally, and only the contract can be terminated, Party B will refund the full amount that Party A has paid to Party B and add interest of 8% per annum.
Chapter IX Infringement and Confidentiality
9.1 Party B guarantees the ownership of the proprietary technology provided by Party A in this contract and, after obtaining the export license, has the legal right to transfer this proprietary technology to Party A. If the third party alleges the infringement, Party B shall Responsible for negotiating with third parties and undertaking all legal and economic liabilities arising therefrom.
9.2 After the expiration of this contract, Party A still has the right to use the proprietary technology provided by Party B, that is, Party A has the right to design, manufacture, use and sell the contracted products in China and abroad.
9.3 Party A agrees to keep Party A's technical files provided to Party B in accordance with the provisions of this contract within the validity period of the contract. If part or parts of the above technical files have been published by Party B or a third party, Party A will no longer assume confidentiality obligations for the published part.
Chapter 10 Taxes
10.1 All taxes and fees that occur outside the country of Party A due to the performance of this contract shall be borne by Party B.
10.2 The Chinese government shall pay Party A the taxes and fees related to the performance of this contract in accordance with the current tax law, which shall be paid by Party A.
10.3 The Chinese Government shall be responsible for the payment of all taxes and fees related to the execution of this contract by Party B in accordance with the current Foreign Enterprise Income Tax Law of the People's Republic of China and the Individual Income Tax Law of the People's Republic of China.
The above income tax will be deducted by Party A from the payment specified in Chapter 4 of this contract and paid to the tax authorities on its behalf. Party A shall provide Party B with a tax receipt issued by the tax authorities.
Chapter 11 Arbitration
11.1 The parties shall settle the dispute arising from the execution of this contract or all disputes related to this contract through friendly negotiation.
11.2 If the agreement cannot be reached after the negotiation, it shall be submitted to arbitration for settlement. The place of arbitration is in Stockholm and is conducted by the Arbitration Tribunal of the Stockholm Chamber of Commerce in accordance with arbitration requirements.
11.3 The arbitral award is final and binding on both parties.
11.4 The arbitration fee shall be borne by the losing party.
11.5 Except for the part of the arbitration that takes place during the arbitration process, the rest should continue.
Chapter 12 Force Majeure
12.1 Any party to the contract will extend the performance of the contract due to war, severe fire, flood, typhoon and earthquake or similar incidents that are uncontrollable by either party, and the extension period is equivalent to the accident. The time affected.
12.2 The responsible party shall notify the other party of the occurrence of the force majeure accident as soon as possible by telex or telegram, and submit the certificate of the relevant authority to the other party for confirmation within 14 days by airmail registration letter.
12.3 If the event of force majeure continues for more than 120 days, both parties shall resolve the issue of the continued implementation of this contract as soon as possible through friendly negotiation.
Chapter XIII Termination of the Contract and Others
13.1 This contract is signed by the representatives of both parties on the day of the month. The two parties shall apply to the local government authorities for approval. The date of approval of the last party shall be the effective date of the contract. Both parties shall use their best efforts to obtain approval within the day, notify the other party by telex, and confirm with the letter.
If the contract does not become effective for six months from the date of signature, either party has the right to cancel the contract.
13.2 The contractual validity period of the manufacturing and sales contract product shall be 8 years from the effective date of the contract mentioned in Article 13.1. After the expiration of the validity period, the contract will automatically become invalid.
13.3 Regardless of the termination of the contract in any manner, the debts and related rights and obligations between the parties are not affected at all. After the termination of the contract, the debtor shall be liable until the debtor has paid the debtor all the debts.
13.4 This contract is written in three or four in both Chinese and English, and each party holds two copies, both texts being equally authentic.
13.5 Attachment 1 to Subsidiary File 9 of this contract is an integral part of this contract and has the same effect as the body of the contract.
13.6 Any modification or supplement to the terms of this contract shall be signed and filed by the representatives of both parties as an integral part of this contract and shall have the same effect.
13.7 During the period of validity of the contract, the communication between the two parties shall be conducted in English. The official communication shall be in writing and sent in duplicate by registered mail.
Chapter 14 Legal Address
Party A:
1. Chinese company
Address: Beijing Street, China
telex:
2.
Address: China's provinces and cities
telex:
3. Contact:
Party B:
1. National company
Address: Guozhou Street
2. Contact:
telex:
Signature of Party A's representative: Signature of Party B's representative:
1. Chinese company company
(signed) (signed)
2. plant
(signature)
Foreword
This contract was signed in Beijing on the day of the month.
One party is: Beijing, China, and the People's Republic of China (hereinafter referred to as Party A).
The other party is: Guozhou Company (hereinafter referred to as Party B).
In view of Party B's proprietary technology and actual production experience in design, manufacture and use.
In view of the fact that Party B has the right and willingness to transfer the above proprietary technology.
In view of the desire of Party A to use Party B's proprietary technology to design, manufacture and sell contract products.
In this case, the two parties signed the contract through negotiation under the following terms.
Chapter 1 Definition
The following nouns used in this contract shall have the stated meaning:
1.1 “Proprietary Technology” means the latest design, technical knowledge and experience of Party B in the manufacture, assembly, operation, service, maintenance and repair of the Contract Products (including related technologies written in Attachments 2, 3 and 4). Archives, training, technical assistance and advice).
1.2 "Contracted Products" Nail side products manufactured by using this proprietary technology, contracted products, size and specifications, please refer to Attached File 1 for details.
1.3 “Assessment Product” means the first contract product manufactured by Party A under the guidance of Party B's engineering and technical personnel to test the product in order to verify the correctness and reliability of the proprietary technology and technical files.
1.4 “Technical Archives” refers to the technical literature used in the manufacture of contracted products, a complete set of drawings for production (including general drawings, component drawings, parts drawings, electrical system diagrams, control schematics), relevant design calculation data, Manufacturing process files, maintenance instructions, and purchased parts list of contract products, matching parts list, etc. All technical files are in English and metric. The contents of the technical files can be found in the attached file.
1.5 “Training” refers to the oral interpretation of technical files in accordance with the provisions of Subsidiary Archives 3 on the know-how, on-site guidance on manufacturing, testing, assembly, use, maintenance and repair, training in Party B according to the needs of learning and training. Under the guidance of the training, the personnel trained by Party A will personally operate, and the training will be conducted at Party B's factory and other venues. The training equipment will be selected by Party B, and all training will be in English.
1.6 “Technical Assistance” means Party B provides comments, observations, guidance, measurements and on-site verification, interpretation, recommendations and other assistance required for the manufacture of products by Party A in writing or verbally for the benefit of Party A in accordance with Sub-File 4 All of this work is in English.
Chapter II Contents and Scope of the Contract
2.1 Party A agrees to purchase from Party B, and Party B agrees to transfer to Party A the proprietary technology for designing, manufacturing, applying, testing, maintaining and repairing the contracted products. The model, specifications and technical parameters of the contract product can be found in the attached file of this contract.
2.2 Party B acknowledges that Party A has the right to design, manufacture and sell the contracted products in China and in the following countries: India, Malaysia, Thailand, Philippines, Singapore, Vietnam, Myanmar, Pakistan, Iran, Bangladesh, Czechoslovakia, Hungary , Yugoslavia, Romania, Albania, Australia, New Zealand, Egypt, Algeria and Cameroon.
2.3 Party B is responsible for providing Party A with all relevant know-how and technical materials for the design and manufacture of the contracted products. The specific contents and delivery time are shown in Attached File 2 of this contract.
2.4 Party B shall be responsible for training Party A's technical personnel in Party B's factory and possibly Party B's user's factory, and try their best to make Party A's personnel familiar with and master the proprietary technology of the contracted products. For details, please refer to Attachment 3 of this contract.
2.5 Party B is responsible for dispatching technical experts to Party A for technical assistance. For details, please refer to Attached File 4.
2.6 If Party A requests, Party B shall be obliged to provide Party A with the parts and materials required for the production contract product under the preferential price conditions under the condition of obtaining the export license. At that time, the two parties shall negotiate and sign the contract.
2.7 During the contract period, Party B agrees to use the joint trademark of Party A and Party B in the contract products produced by Party A, and write the full name of Party B in English, and also indicate in Chinese and English that the product is Party A. Made under the license of Party B.
Chapter III Price
3.1 According to the content and scope of the contract stipulated in Chapter 2 of this contract, the total contract fee paid by Party A to Party B is divided into two parts:
3.1.1 The entry fee is US dollars (upper case: US dollars). The above price is a fixed price.
3.1.2 After the contract product or similar product is evaluated and sold, the commission is started. The commission fee is calculated based on the net sales price of the contracted product of Party A, and the commission rate is 3% (%).
3.2 All of the above contract prices include all costs incurred before all technical files are delivered to the destination.
3.3 The prices stated in this chapter are for the purchase of proprietary technology and do not include the cost of purchasing or shipping any hardware, equipment or parts thereof.
Chapter IV Payment and Payment Conditions
4.1 All fees under this contract are paid in US dollars, and the payment made by Party A to Party B is paid to the National Bank through Bank of China, Beijing. The payment made by Party B to Party A is paid to Bank of China Bank of China through Bank Negara.
4.2 All bank expenses incurred in China shall be borne by Party A, and bank expenses incurred outside China shall be borne by Party B.
4.3 The entry fee specified in Article 3.1.1 of this contract shall be paid by Party A to Party B according to the following methods and proportions.
4.3.1 30% of the entry fee for the contract (% of the total) is calculated in US dollars (upper US$). After Party B receives the following documents from Party B after the contract takes effect, it shall be verified no later than XX days. Pay to Party B:
A. A photocopy of a valid export license issued by the relevant authority of Party B, or a certificate issued by the same authority that does not require an export license.
B. The amount issued by the National Bank is US dollars (capital: US dollars), and a copy of the irrecoverable guarantee letter of Party A is the beneficiary. The format of the guarantee letter can be found in the attached file of this contract.
C. The invoice for the amount of the total contract price is in triplicate.
D. One copy of the current draft of the draft.
Party A shall provide Party B with a copy of the unrecoverable letter of guarantee issued by Bank of China in Beijing in US dollars (capital: US dollars) and Party B as the beneficiary. The format of the guarantee letter can be found in the attached file of this contract.
4.3.2 The entrance fee is 30% (% of the total) and the US dollar (upper case: US dollar). After Party A receives all the technical information stipulated by Party B according to the attached file 2 of this contract, it will receive it no later than Party A. Within the day after Party B submits the following documents, Party A shall pay Party A to Party B for verification:
A. Commercial invoices in quadruplicate;
B. One copy of the current draft of the draft;
C. Two copies of the air transport single photocopy delivered in accordance with all the information stipulated in this contract, and Party A's statement that all the information has been received in accordance with the provisions of Attachment 2 of this contract.
The above certificate shall be sent to Party B within days after the date of the air waybill.
4.3.3 25% of the entry fee (% of the total) is calculated in US dollars (in upper case US dollars), and the training is completed according to the attached file 3 of this contract, and after the receipt of the following documents by Party A, after checking the correct documents, Party A shall pay Party B:
A. Commercial invoices in quadruplicate;
B. One copy of the current draft of the draft;
C. A copy of the certification file signed by the dual masters has been completed in accordance with the requirements of Annex 3 of this contract.
4.3.4 The entry fee is 15% (% of the total) and the US dollar (capital: US dollar). After Party A receives the following documents from Party B, Party A will pay Party B to Party B after verification:
A. Commercial invoices in quadruplicate;
B. One copy of the current draft of the draft;
C. A photocopy of the assessment and acceptance certificate of the assessment product signed by both parties in accordance with the provisions of Attachment File 5.
4.4 According to the provisions of Chapter 7, after the inspection and acceptance of the products, the royalties specified in Section 3.1.2 shall be paid as follows:
4.4.1 Within 15 days after December 31 of each year, Party A shall notify Party B of the actual sales volume and net sales price of the previous year, and Party B shall have the right to assign the auditor to calibrate the total sales report at its own expense.
4.4.2 Party A shall, after receiving the following documents from Party B, be paid by Party A to Party B after verification:
A. The calculation of the commission fee for this period is in quadruplicate;
B. Commercial invoices in quadruplicate;
C. One copy of the current draft of the draft.
4.5 In accordance with the provisions of this contract, if Party B is required to pay a fine or compensation to Party A in accordance with Chapter 8 of this contract, Party A shall be entitled to deduct from any of the above payments.
Chapter V Delivery of Technical Archives
5.1 Party B shall deliver the technical file at Beijing Airport according to the delivery content and time specified in Attachment 2 of this contract, and hand it over to CAAC (Chinese company, address: Beijing Avenue, China).
5.2 New York Airport air waybill date is the certificate of the actual delivery date of the technical file. Party A will send a copy of the air waybill with the arrival date stamp to Party B.
5.3 Within 48 hours after the technical file is shipped, Party B shall notify Party A by telegram or telex with the contract number, air waybill number, item number, number of pieces, weight, flight number and estimated date of arrival. At the same time, the air waybill and the detailed list of technical files will be sent to Party A in two copies.
5.4 If the technical file is damaged in the air, Party B shall, within 30 days after receiving the written notice from Party A, re-send it to Party A's relevant files.
5.5 The delivery technical file shall have a sturdy package suitable for long-distance transportation, multiple handling, rain and moisture.
5.6 On the package cover of each package of technical files, the following shall be indicated in English:
A. Contract number
B. Receiver;
C. destination;
D. Taro
E. Weight (kg);
F. Box number
G. Consignee code.
5.7 Two boxes of detailed technical files are attached to the box, indicating the following:
A. Item Number;
B. project name;
C. Number of pages and total number of pages;
D. The figure number included.
Chapter VI Adaptation and Improvement
6.1 Adaptation
6.1.1 If the technical files provided by Party B do not apply to Party A's actual production conditions (such as design standards, materials, production conditions and other conditions of equipment), Party B will assist Party A in adapting the technical files to Adapt to Party A's production conditions and be confirmed by Party B in writing. But this adaptation must be acceptable from a technical point of view without reducing the quality of the contracted product.
6.1.2 In order to assist Party A in the required adaptation, Party B shall provide assistance for up to one Engineer Week and work in Party A's factory.
6.2 During the period of validity of the contract, the parties shall provide each other with technical files for improvement and development free of charge within two months of any improvement and development within the scope of the contract. The other party has the right to use this improved and developed material free of charge.
6.3 The technical ownership of the improvement and development of the contract product belongs to the party that has improved and developed the technology. If the other party requests to apply for a patent or transfer to a third party, the consent of the owner should be obtained.
Chapter VII Assessment and Acceptance
7.1 Both parties agree to jointly verify the contract products after Party A has manufactured the contract products in accordance with the technical files provided by Party B. The test methods are shown in Attached File 5.
7.2 If the performance test of the contract product indicates that its performance is consistent with the performance described in Attachment File 1, the assessment test is qualified. The two parties signed the acceptance certificate in quadruplicate, each holding two copies.
7.3 If the performance and technical parameters of the contract product are inconsistent in the assessment test, the two parties will conduct a friendly negotiation, jointly study, analyze the cause, find out the method to eliminate the fault, and then carry out the second assessment test (such as It is necessary to carry out the third time. After the test shows that the performance of the product is qualified, both parties will sign the acceptance certificate as described in clause 7.2.
7.4 If the product fails to pass the first and second assessments and its responsibility is in Party B, then Party B shall pay all costs to the second and third technicians by Party B. If the product is not qualified, Party A shall be responsible. , Party A provides all the above fees.
7.5 If the product has not passed at the third assessment and the responsibility is in Party B, the treatment method is implemented in accordance with Section 8.7.1. If the responsibility for failure is in Party A, the two parties will negotiate how to proceed with the execution of the contract.
7.6 Party A shall prepare the necessary utilities and materials when testing the products in its own factory.
Chapter VIII Guarantees and Claims
8.1 Party B guarantees that the technical file provided is the latest technology actually used by Party B and guarantees that Party A will provide Party A with all the technical information about the improvement of the contract product within the validity period of the contract.
8.2 Party B guarantees that the technical files provided are complete, correct and clear, and are guaranteed to be delivered on time.
8.3 If the technical file provided by Party B does not meet the requirements stipulated in Article 8.2, Party B must send the missing technical file or clear and correct technical file for free within one day after receiving the written notice from Party A. To Party A.
8.4 If Party B fails to deliver the technical files at the time specified in Articles 2 and 8.3 of the Contract Attachment, Party B shall pay Party A a percentage of the fine entry fee for each week. The above fine does not exceed the total price of the contract entry fee.
8.5 According to the provisions of 8.4, when Party B pays the penalty to Party A, Party B will not release Party B's obligation to continue to deliver the technical file.
8.6 At any time, in addition to force majeure, Party B shall have the right to deal with it according to Article 8.7.1 if Party B is late for the technical file for more than 6 months.
8.7 If the product fails to pass the 3 tests, it shall be treated as follows:
8.7.1 If the product fails and Party A cannot be put into production normally, and only the contract can be terminated, Party B will refund the full amount that Party A has paid to Party B and add interest of 8% per annum.
Chapter IX Infringement and Confidentiality
9.1 Party B guarantees the ownership of the proprietary technology provided by Party A in this contract and, after obtaining the export license, has the legal right to transfer this proprietary technology to Party A. If the third party alleges the infringement, Party B shall Responsible for negotiating with third parties and undertaking all legal and economic liabilities arising therefrom.
9.2 After the expiration of this contract, Party A still has the right to use the proprietary technology provided by Party B, that is, Party A has the right to design, manufacture, use and sell the contracted products in China and abroad.
9.3 Party A agrees to keep Party A's technical files provided to Party B in accordance with the provisions of this contract within the validity period of the contract. If part or parts of the above technical files have been published by Party B or a third party, Party A will no longer assume confidentiality obligations for the published part.
Chapter 10 Taxes
10.1 All taxes and fees that occur outside the country of Party A due to the performance of this contract shall be borne by Party B.
10.2 The Chinese government shall pay Party A the taxes and fees related to the performance of this contract in accordance with the current tax law, which shall be paid by Party A.
10.3 The Chinese Government shall be responsible for the payment of all taxes and fees related to the execution of this contract by Party B in accordance with the current Foreign Enterprise Income Tax Law of the People's Republic of China and the Individual Income Tax Law of the People's Republic of China.
The above income tax will be deducted by Party A from the payment specified in Chapter 4 of this contract and paid to the tax authorities on its behalf. Party A shall provide Party B with a tax receipt issued by the tax authorities.
Chapter 11 Arbitration
11.1 The parties shall settle the dispute arising from the execution of this contract or all disputes related to this contract through friendly negotiation.
11.2 If the agreement cannot be reached after the negotiation, it shall be submitted to arbitration for settlement. The place of arbitration is in Stockholm and is conducted by the Arbitration Tribunal of the Stockholm Chamber of Commerce in accordance with arbitration requirements.
11.3 The arbitral award is final and binding on both parties.
11.4 The arbitration fee shall be borne by the losing party.
11.5 Except for the part of the arbitration that takes place during the arbitration process, the rest should continue.
Chapter 12 Force Majeure
12.1 Any party to the contract will extend the performance of the contract due to war, severe fire, flood, typhoon and earthquake or similar incidents that are uncontrollable by either party, and the extension period is equivalent to the accident. The time affected.
12.2 The responsible party shall notify the other party of the occurrence of the force majeure accident as soon as possible by telex or telegram, and submit the certificate of the relevant authority to the other party for confirmation within 14 days by airmail registration letter.
12.3 If the event of force majeure continues for more than 120 days, both parties shall resolve the issue of the continued implementation of this contract as soon as possible through friendly negotiation.
Chapter XIII Termination of the Contract and Others
13.1 This contract is signed by the representatives of both parties on the day of the month. The two parties shall apply to the local government authorities for approval. The date of approval of the last party shall be the effective date of the contract. Both parties shall use their best efforts to obtain approval within the day, notify the other party by telex, and confirm with the letter.
If the contract does not become effective for six months from the date of signature, either party has the right to cancel the contract.
13.2 The contractual validity period of the manufacturing and sales contract product shall be 8 years from the effective date of the contract mentioned in Article 13.1. After the expiration of the validity period, the contract will automatically become invalid.
13.3 Regardless of the termination of the contract in any manner, the debts and related rights and obligations between the parties are not affected at all. After the termination of the contract, the debtor shall be liable until the debtor has paid the debtor all the debts.
13.4 This contract is written in three or four in both Chinese and English, and each party holds two copies, both texts being equally authentic.
13.5 Attachment 1 to Subsidiary File 9 of this contract is an integral part of this contract and has the same effect as the body of the contract.
13.6 Any modification or supplement to the terms of this contract shall be signed and filed by the representatives of both parties as an integral part of this contract and shall have the same effect.
13.7 During the period of validity of the contract, the communication between the two parties shall be conducted in English. The official communication shall be in writing and sent in duplicate by registered mail.
Chapter 14 Legal Address
Party A:
1. Chinese company
Address: Beijing Street, China
telex:
2.
Address: China's provinces and cities
telex:
3. Contact:
Party B:
1. National company
Address: Guozhou Street
2. Contact:
telex:
Signature of Party A's representative: Signature of Party B's representative:
1. Chinese company company
(signed) (signed)
2. plant
(signature)
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