Chinese and foreign proprietary technology license contract (2)
Chinese and foreign proprietary technology license
Signing time:
Signature location:
Contract number:
China, Beijing, ××× company (hereinafter referred to as “transferee”) is one party, and ××国××市××× company (hereinafter referred to as “transfer party”) is the other party.
Whereas the transferor has the know-how to design, manufacture, install and sell XX products;
Whereas the transferor has the right, and also agrees to transfer the above proprietary technology to the transferee;
Whereas the transferee wishes to use the proprietary technology of the transferor to design, manufacture, sell and export the XX products;
The authorized representatives of both parties agreed to sign this contract on the following terms through friendly negotiation.
First definition
1.1 “Transferee” means the Chinese ×××× company, or the legal representative of the company, the agent and the inheritor of the property.
1.2 “Transfer Party” means the company of ×××国××××, or the legal representative of the company, the agent and the successor of the property.
1.3 “Contracted Products” means the products listed in Annex 1 of this Agreement and their models and specifications.
1.4 “Technical Information” means all technical materials, drawings, designs, calculations, operations, maintenance, product inspections and other information listed in Attachment 2 of this contract.
1.5 “Contract Factory” means the place where the transferee uses the technical materials provided by the transferor to produce the production contract product, that is, the factory of ×××××××××.
1.6 “Net Sales Price”-- means the balance of the sales invoice price of the contract product after deducting the cost of packaging, transportation, insurance, commission, commercial discount, tax and purchased parts.
1.7 “Technical Service”--It is pointed out that the Contracting Party shall provide the transferee with the work of designing, manufacturing, assembling, inspecting, commissioning and operating the contract product in accordance with the provisions of Annex IV and Sub-File 5 of this contract. Technical guidance and technical training.
1.8 “Commercial production” refers to the production of the contract factory after the production of the ××× Taiwan contract product.
1.9 “Date Effective Date” means the date on which the last party of the relevant government authorities of this contract approves the contract.
... (Note: The above definition can be added or subtracted according to the needs of specific projects)
Second contract scope
2.1 The transferor agrees to transfer to the transferee, and the transferee agrees to obtain the proprietary technology for the design, manufacture, sale, installation and maintenance of the contracted product from the transferor. The model, name, specifications and technical parameters of the contract product are detailed in Attachment 1 of this contract.
2.2 The transferor acknowledges the transferee's right to design and manufacture the contracted product and use, sale and export within the territory of the People's Republic of China. This right is non-exclusive and non-transferable.
2.3 The transferor is responsible for providing the transferee with the know-how and technical information related to the contracted product. The specific content, quantity and delivery time are detailed in Attachment 2 of this contract.
2.4 The transferor is responsible for dispatching technical personnel to China to explain technical data, and to provide technical guidance and services for the design, manufacture, assembly, inspection and assessment of the contract products. The contents and requirements of the technical services are detailed in Attachment IV of this contract.
2.5 The transferor is responsible for accepting and arranging the technical training of the transferee's personnel at the transferor's factory. The transferor shall try his best to meet the requirements of the transferee so that the transferee can master the above-mentioned proprietary technology, the transferee. The contents and requirements of personnel training are detailed in Attachment 5 of this contract.
2.6 According to the needs of the transferee, the transferor is obliged to provide the transferee with the parts, raw materials, or standard parts required for the contract product at the most favorable price. The specific supply content will be negotiated at the same time. contract.
2.7 The transferor agrees to the transferee's right to use its trademark, and the contractual product may use the joint trademark of both parties or the words “manufactured under the permission of the transferor”.
2.8 After the contracted products produced by the transferee have passed the examination, the transferor agrees to sell back some of the contracted products in accordance with the provisions of Article 8.9 of this contract.
Article 3 Contract Price
3.1 According to the content and scope of the contract stipulated in Article 2 of this contract, the total price of the contract paid by the transferor in the direction of transfer is XX US dollars (capital: × × × × US dollars). Its sub-items are as follows:
A. Technology transfer fee × × US dollars;
B. Design fee × × US dollars;
C. Technical information fee × × US dollars;
D. Staff training fee × × US dollars.
3.2 The above contract price is a fixed price, and the price of the technical data is all the fees before delivery at the XX Airport.
(Note: The airport here should be the international airport near the transferee contract factory)
Option 1: Apply to the contract based on the commission
3.1 In accordance with the content and scope of the contract stipulated in Article 2, the contract uses the commission method to calculate the price, and the contract currency is US dollars.
3.2 The calculation time of the contract royalties shall be calculated from the date of signing the contract product evaluation certificate by both parties, and calculated according to the calendar year, and December 31 of each year is the commission fee settlement date.
3.3 The royalties are calculated based on the net sales price of the products sold in the current year, and the royalty rate is XX%. If the contract products are not sold, the royalties should not be calculated.
3.4 Within 10 days after the settlement fee settlement date, the transferee will submit in writing to the transferor the sales amount of the previous year's contract product, net sales and royalties payable, net sales and royalties. For details, please refer to the attached file of this contract XX.
3.5 The technical service and personnel training costs of this contract will be calculated on the actual working day. The daily wage standards and calculation methods are detailed in the attached file of this contract.
3.6 If the transferor needs to check the account of the transferee, it shall notify the transferee within 10 days after receiving the written notice from the transferee in accordance with Article 3.4, the specific auditing procedures, The contents and methods are detailed in the attached file of this contract XX.
Option 2: Applicable to the combination of fixed and commissioned pricing contract
3.1 According to the content and scope of the contract stipulated in Article 2, this contract uses the entry fee and the royalty fee to calculate the price. The contract currency is USD.
3.2 The entry fee for this contract is XXX USD (capital: XXX USD) and the entry fee is a fixed price.
3.3 The calculation time of the commission fee is calculated from the date of signing the contract product certification certificate by the two parties, calculated according to the calendar year, and the December 31 of each year is the settlement fee settlement date. The commission fee is net after the sales of the contract product of the current year. The sales price is calculated and the royalty rate is XX%. The specific calculation method is the same as the 3.4th option.
3.4 The technical services and personnel training costs are calculated in the same way as option 3.5 of Option 1.
3.5 The program, content and method of auditing are the same as in Article 3.6 of Option 1.
Article 4 Payment Terms
4.1 All fees specified in this contract will be paid in US dollars by wire transfer (T/T) or letter of credit (M/T) through Beijing Bank of China and XXX Bank. All bank charges incurred in China are borne by the transferee, and all bank charges incurred outside of China are borne by the transferor.
4.2 The total contract price stipulated in Article 3 of this contract shall be paid by the transferee as follows:
(1) ××% of the total contract price, calculated as × × × US dollars (capital × × × US dollars), after the transferee received the following documents submitted by the transferor within 30 days after the review is correct, the payment is given to the transferor;
A. A photocopy of a valid export license issued by the transferor’s government authority, or a certificate issued by the authorities that does not require an export license.
B. The transferor’s bank shall issue a non-recoverable letter of guarantee in the amount of XX US dollars (capital × × × US dollars) with the transferee as the beneficiary. The format of the letter of guarantee is shown in the attached file of this contract;
C. The amount of the invoice in the amount of the total contract price is 4 copies;
D. The current draft is in two copies.
The transferee shall, at the same time as paying the above-mentioned payment, submit to the transferor a non-recoverable letter of guarantee issued by the Bank of China in Beijing in the amount of XX US dollars (capital × × US dollars) with the transferor as the beneficiary. Attached file VII of this contract.
(2) × × % of the total contract price, × × US dollars (capital × × US dollars), after the transferor has delivered the technical documents specified in the attached file of the contract, the transferee receives the following documents submitted by the transferor. If the audit is correct, the transferee will pay the giver within 30 days;
A. 4 invoices for commercial invoices;
B. 2 drafts of the sight draft;
C. The air transportation of technical data is delivered in a single unit.
(3) The total contract price × × %, calculated × × US dollars (capital × × US dollars), after the transferee received the following documents within 30 days after the review is correct, the transferee pays the giver.
A. 4 invoices for commercial invoices;
B. 2 drafts of the sight draft;
C. Two copies of the certificate file signed by both parties to indicate that the contract factory performance guarantee period has begun.
(4) ××% of the total contract price, calculated as × × US dollars (capital × × US dollars), after the transferee receives the following documents submitted by the transferor within 30 days after being verified, the transferee shall pay the giver:
A. 4 invoices for commercial invoices;
B. 2 drafts of the sight draft;
C. Two copies of the certificate of acceptance and acceptance of the contract product signed by both parties.
4.3 According to the contract, if the transferor is required to pay a fine or compensation to the transferee, the transferee is entitled to deduct from any of the above payments.
Option 1: Apply to the contract based on the commission
4.1 The royalties specified in Article 3 of this contract shall be paid by the transferee after passing the examination and acceptance of the contract product.
4.2 The transferee shall notify the transferor of the actual sales volume and net sales of the contracted products in the previous calendar year within 10 days after the settlement date of the royalties. The transferee shall receive the following documents issued by the transferor. After the audit is correct within the day, the transferee will pay the royalties to the surrender:
A. The commission fee for this period is calculated in a single form;
B. 4 invoices for commercial invoices;
C. 2 drafts of the sight draft;
4.3 For details of the technical service fee and personnel training fee for this contract, please refer to the attached file of the contract.
4.4 According to the provisions of this contract, if the transferor needs to pay the transferee a fine or compensation, the transferee has the right to deduct directly from the above payment.
Option 2: Applicable to the combination of fixed and commissioned pricing contract
4.1 The payment method for the entry fee specified in Article 3 of this contract is the same as the payment method of Article 4.2, and the number of payment may be determined according to the needs of the specific contract, and the documents required for each payment shall be 4.2. The same is true.
4.2 The payment method for the royalties shall be the same as the provisions of Article 4.2 of Option 1.
4.3 For details of the technical service fee and personnel training fee for this contract, please refer to the attached file of this contract.
4.4 The method of paying fines and compensation is the same as in Article 4.3.
Article 5 Delivery of technical materials
5.1 The transferor shall deliver the technical information at the ××× airport in accordance with the contents, quantity and time specified in Attachment 2 of this contract. After the technical data arrives at the XX airport, the risk is transferred from the transferor to the transferee.
5.2 The date of stamping of the delivery airport is the actual delivery date of the technical data.
5.3 Within 24 hours after the shipment of each batch of technical data, the transferor shall fax or telegraph the contract number, air waybill number, air date, item number, number of pieces, weight, flight number and estimated date of arrival. Notify the transferee and, at the same time, airmail the bill of lading and the detailed list of technical materials in two copies to the transferee.
5.4 If the technical data is lost, damaged or shorted during air transportation, the transferor shall reissue or resend it to the transferee for free within 30 days after receiving the written notice from the transferee.
5.5 The information to be delivered shall have a strong package suitable for long-distance transportation, multiple handling, rainproof and moisture proof.
5.6 The cover of each piece of technical information shall be marked with the following in English:
A. Contract number:
B. Receiver:
C. Destination airport
D. mark:
E. Weight (kg):
F. Box number or part number:
G. Consignee code:
5.7 A detailed list of technical materials shall be attached to the package in duplicate, with the serial number, file code, name and number of pages of the technical data.
Article 6 Technical services and personnel training
6.1 The transferor shall dispatch skilled, healthy and competent personnel to the contracted factory on the site of the transferee to provide technical services in accordance with the contract. The number, professional, tasks and contents of the technical services shall be detailed in China. Attached file IV of this contract.
6.2 The transferee shall provide the exporter's technical service personnel with the entry and exit visa and the working and living conditions in China. The conditions for the transfer of the technical personnel of the transferor in China are detailed in Attachment IV of this contract.
6.3 The technical service personnel of the transferor shall abide by the laws of the People's Republic of China and the rules and regulations of the factory during the service in China.
6.4 The transferee has the right to dispatch technical personnel or operators to the relevant factories of the transferor for training according to the contract. The number, professional, content, time and requirements of the trainers are detailed in Attachment V of this contract.
6.5 The transferor shall provide the conditions for the entry and exit visas and training for the trainees of the transferee. The conditions for the training of the trainees on the transferor can be found in Attachment V of this contract.
6.6 The transferee trainer shall comply with the laws of the transferor country and the relevant regulations of the local factory during the training of the transferor.
Article 7 Assessment and acceptance
7.1 In order to verify the correctness and reliability of the technical data of the transferor, the transferor shall send representatives to work with the technical personnel of the transferee to jointly assess and accept the contract products at the contract factory. For details of the assessment procedures and acceptance criteria, see Attached file III of this contract.
7.2 After the joint assessment by both parties proves that the contract product meets the acceptance criteria stipulated in the subsidiary file, the authorized representatives of both parties shall sign 4 copies of the contract product inspection and acceptance certificate, and each party shall hold 2 copies.
7.3 If the contract product proves that its technical performance has not reached the technical indicators stipulated in the contract, the two parties shall consult and discuss together, analyze the reasons, take measures, and wait for the defect to be eliminated before conducting the second performance assessment. After the stipulations in Article 7.2, both parties sign the examination certificate.
7.4 If the failure of the first assessment is the responsibility of the transferor, all costs incurred by the transferor in dispatching the technician to participate in the second assessment will be borne by the transferor. If it is the responsibility of the transferee, the transferee shall bear the burden. .
7.5 After the second assessment of the contract product still can not meet the acceptance criteria, if it is the responsibility of the transferor, the transferor must compensate the transferee for the relevant losses, and the transferor should also take measures to eliminate the defects and send the technology at their own expense. The personnel participated in the assessment of the third contract product. In the case of the assignee’s responsibility, all costs will be borne by the transferee.
7.6 After the above three assessments, if the contract product still fails to meet the acceptance criteria, if the transferor is responsible, the transferee has the right to terminate the contract. At the same time, according to the provisions of Article 8, the transferor shall also compensate the transferee. Related to the loss. In the case of the responsibility of the transferee, the parties will discuss how the contract will be further enforced.
(Note: The number of inspections and acceptances can be determined by the specific conditions of the project.)
Article 8 Guarantees and Claims
8.1 The transferor guarantees that the technical information provided in accordance with the provisions of this contract is the actual technical information used by the transferor and the latest technical information, and guarantees that the transferee will be provided with the technical information of its improvement and development in a timely manner during the execution of the contract.
8.2 The transferor guarantees that the technical information provided is complete, correct and clear, and that it can be delivered in time according to the provisions of the contract subsidiary file II.
8.3 The performance guarantee period provided by the transferor to the contract factory is XX months. The start and end time of the performance guarantee period can be found in the attached file III of this contract.
8.4 If the technical information delivered by the transferor does not comply with the provisions of Article 8.2, the transferor must send the relevant technical data to the transferee free of charge within 30 days after receiving the written notice from the transferee.
8.5 If the transferor fails to deliver the technical information at the time specified in Attachment 2 of this contract, the transferor shall pay the late payment of the technical information to the transferee in the following proportions:
In the first week to the fourth week, the penalty for each late payment is XX% of the total contract price;
In the 5th to 8th week, the penalty for each late payment is XX% of the total contract price;
For more than 8 weeks, the penalty for each late payment is XX% of the total contract price.
The total amount of the above fines does not exceed XX% of the total contract price. For less than one week, the fine is calculated on a weekly basis.
8.6 After the transferee has imposed a fine on the transferor in accordance with the provisions of Article 8.5, it does not relieve the transferor of the obligation to continue to deliver the technical information.
8.7 The transferee has the right to terminate the contract when the transferor submits the technical information for more than six months. In this case, the transferor must return the entire amount paid by the transferee, plus the interest of XX% per annum, to the transferee.
8.8 According to the provisions of Article 7 of this contract, due to the responsibility of the transferor, if the contract product fails the X-th assessment, it shall be handled as follows:
(1) If the transferee cannot be put into production due to the unqualified contract product, and the contract can only be terminated, the transferor shall return the entire amount paid by the transferee to the transferor in accordance with the provisions of Article 8.7, and add the annual interest. × × % interest.
(2) If some of the performance of the contracted product has not yet reached the acceptance index, but the transferee can still be put into production, the transferor shall compensate the transferee for the loss according to the following provisions:
A. The ××× performance index of the contract product is reduced by ××%, and the total price of the contract is compensated by ××%;
B. The ××× performance index of the contract product is reduced by ××%, and the total price of the contract entry fee is ××%;
C. The ××× performance index of the contract product is reduced by ××%, and the compensation is reduced by the rate of ××%.
(Note: Late penalty and performance compensation may be based on the specific contract, it is proposed to increase or decrease some of the terms)
8.9 After the contract product has passed the examination, the transferor agrees to repay part of the contract product year by year. The model and quantity of the resale are detailed in the attached file of the contract.
Article 9 Infringement and Confidentiality
9.1 The Transferor guarantees that it is the legal holder of all proprietary technical and technical information provided in this contract and has the right to transfer it to the transferee. If a third party alleged infringement, the transferor is responsible for the third party. Negotiate and assume all legal and economic responsibilities arising therefrom.
9.2 The Transferee agrees to keep the proprietary technical and technical information provided by the Transferor to the Transferee within the validity period of the Contract, if some or all of the above proprietary technical and technical materials are disclosed by the Transferor or a third party, The transferee no longer assumes the obligation of confidentiality for the public part.
9.3 The transferor shall keep confidential the hydrology, geology, production and other conditions of the contract factory provided by the transferee, and the confidentiality time shall be implemented as requested by the transferee.
9.4 After the termination of this contract, the transferee still has the right to use the proprietary technical and technical information provided by the transferor to design, manufacture and sell the contracted product.
Article 10 Taxes
10.1 All taxes and fees levied by the Government of the People's Republic of China on the transferee in accordance with its current tax laws in connection with the execution of this contract shall be borne by the transferee.
10.2 All taxes and fees imposed by the Government of the People's Republic of China on the transferor in accordance with its current tax laws in connection with the execution of this contract shall be borne by the transferor. The withholding tax imposed on the transferor in accordance with Article 11 of the "Enterprise Income Tax Law of the People's Republic of China" will be deducted from the payment by the transferee from Article 4 of this contract, instead of the transfer to the Chinese tax authorities, and then The original tax payment certificate issued by the tax authorities shall be submitted to the transferor, and the other taxes and fees payable by the transferor shall be paid by the Chinese tax authorities.
10.3 All taxes and fees levied outside the People's Republic of China relating to this contract shall be borne by the transferor.
Option 1: Apply to companies in countries that have signed a double taxation agreement with China
10.1 The Government of the People's Republic of China and the Government of the XXX Government signed an agreement on the avoidance of double taxation on XX, X, and X. The agreement was implemented on XX, XXX, ○, ○, and the transferee and the transferee. Both shall comply with the provisions of the agreement.
10.2 The XX and XX tax levied by the Government of the People's Republic of China on the levy of the XX Tax Law and the XX Tax Law will be handled in accordance with Articles XX and XX of the Double Tax Avoidance Agreement. .
Option 2: Applicable to projects that have been approved by the Chinese tax authorities for tax reduction and exemption
10.1 According to the current tax law of the People's Republic of China, in the process of implementing this contract, the transferor is subject to the tax liability of XX tax and XX tax.
10.2 The tax authorities of the People's Republic of China have decided to impose tax reduction (or tax exemption) on the XX tax and XX tax paid by the transferor on XX×××月×日. The specific treatment methods are detailed in this contract. Attached file × ×.
Article 11 Force Majeure
11.1 If either party to the contract affects the execution of the contract due to war or severe floods, fires, natural disasters such as typhoons and earthquakes, and other accidents agreed by the parties as force majeure, extend the time limit for performance of the contract and extend The period should be equivalent to the time affected by the accident.
11.2 The party affected by force majeure shall notify the other party by telex or telegram as soon as possible. And within 14 days, the certification file issued by the relevant authority will be submitted to the other party for confirmation by airmail registration letter.
11.3 If the impact of the force majeure accident continues for more than 120 days, the parties to the contract shall settle the implementation of the contract through friendly negotiation.
Article 12: Settlement of disputes
12.1 All disputes relating to this contract that occur in the execution of this contract shall be settled through friendly negotiation. If the agreement cannot be reached through negotiation, it will be submitted to arbitration for settlement.
12.2 The place of arbitration is in Beijing, and the Foreign Trade and Economic Arbitration Commission of the China Council for the Promotion of International Trade shall arbitrate according to the interim rules of the arbitration procedure of the Association.
(Note: There are two options for this article: A. If the place of arbitration is in Stockholm, Sweden, it will be arbitrated according to the arbitration procedure of the Stockholm Inter-Parliamentary Court. B. If the place of arbitration is selected in the respondent country, then the arbitration institution of the respondent country Arbitration program for arbitration.)
12.3 The arbitral award is final and binding on both parties.
12.4 The applicable law in arbitration is the law of the People's Republic of China. (Note: Swedish law is the applicable law at the time of arbitration in Stockholm; the law of the respondent country is applicable when arbitrating in the respondent country.)
12.5 The arbitration fee shall be borne by the losing party or executed in accordance with the arbitration award.
12.6 In addition to the part being arbitrated during the arbitration process, the rest of the contract shall continue to be enforced.
Article 13: The contract enters into force and other
13.1 This contract shall be signed by the authorized representatives of both parties in Beijing on the date of ××××年×月×日, and then the parties shall apply to the relevant authorities of their respective governments for approval, with the date of approval of the last party as the effective date of the contract. Both parties should make every effort to obtain approval within 90 days and notify the other party by telex, and then confirm with a letter.
13.2 Both parties have the right to cancel this contract when it is not effective after 6 months from the date of signature.
13.3 The validity period of this contract will be x years from the effective date of the contract. After the expiration date, this contract will automatically become invalid.
13.4 After the expiration of this contract, the outstanding claims and debts of both parties shall not be affected by the expiration of the contract, and the debtor shall continue to complete the outstanding debts of the creditors.
13.5 This contract is in English, in four copies, and each party holds two copies.
13.6 This contract consists of articles 1 to 14 and subsidiary files 1 to 7. The body of the contract and the subsidiary files are inseparable components of this contract and have the same legal effect.
13.7 Any change, modification or addition or subtraction of a contract shall be signed by the authorized representatives of both parties and shall be deemed to be an integral part of the contract and shall have the same legal effect.
13.8 In the execution of this contract, the communication between the two parties shall be conducted in English, and the formal notice shall be in writing, by airmailed mail, in duplicate.
Article 14 Legal address
14.1 Transferee Name:
address:
telex:
phone:
14.2 Name of the transferor:
address:
telex:
phone:
14.3 Signature of the authorized representatives of both parties:
Transferee transferor
(signature) (signature)
Subsidiary file 1 The unrecoverable letter format issued by the transferor bank
Beneficiary: China ×××× Company
Date: ××××year×month×day
About the company (hereinafter referred to as “the transferee”) and the ×××× company (hereinafter referred to as “the transferor”) signed the transferor’s transfer to the transferee on ××××年×月×日The amount of the proprietary technology of the product is XX (US capital: × × US dollars) × × contract (hereinafter referred to as "contract"), the Bank shall, at the request of the transferor, open the amount of the company as the beneficiary The ××% (%) of the total contract price is the unrecoverable guarantee of the ×× dollar of the ××USD (capital: ××USD).
Upon receipt of the written notice from the transferee, the Bank stated that within 15 months after the contract became effective, the transferor failed to perform the contractual obligation to deliver the technical materials in accordance with the provisions of the subsidiary document of the contract within 15 days. The above amount is returned to the transferee together with interest calculated on the basis of the annual interest rate × × %.
This letter shall become effective as of the date of issuance. It shall lapse after all the technical documents stipulated in Attachment 2 of this contract have been delivered by XX Company.
Subsidiary file 2 The unrecoverable letter format issued by the transferee bank
Beneficiary: ×××× Company
Date: × × year × month × day
About ××× introduced by the transferee from the transferee of the company (hereinafter referred to as “the transferor”) and the ×××× company (hereinafter referred to as “the transferee”) on ××××年×月×日The amount of proprietary technology is XX (US capital: × × US dollars) × × contract (hereinafter referred to as "contract"), the Bank shall be required by the transferee to open the amount of the company as the beneficiary The ××% (% of the price) of the price is the unrecoverable guarantee of the ×× dollar of the ×× dollar (capital: ××USD).
The total contract price × × % (percent × ×) has been paid in advance by the transferee to give the concession.
In the event that the transferor fails to perform its obligations in accordance with the contract and the transferee fails to pay the grantor in accordance with the conditions stipulated in Article 4 of the contract, the Bank will transfer the transfer within XX days after receiving the written notice from the transferor. The party pays the relevant amount of the granting party together with the interest payment of the annual interest × × % (% ×) to the giver.
In accordance with the provisions of Articles XX and XX of the Contract, if there is any fine or compensation payable by the Transferor to the Transferee, the Transferee shall be entitled to deduct any payment in accordance with the provisions of Article XX of the Contract. .
This letter of guarantee will become effective as of the date of issuance and will lapse after the transferee has paid the final payment.
Signing time:
Signature location:
Contract number:
China, Beijing, ××× company (hereinafter referred to as “transferee”) is one party, and ××国××市××× company (hereinafter referred to as “transfer party”) is the other party.
Whereas the transferor has the know-how to design, manufacture, install and sell XX products;
Whereas the transferor has the right, and also agrees to transfer the above proprietary technology to the transferee;
Whereas the transferee wishes to use the proprietary technology of the transferor to design, manufacture, sell and export the XX products;
The authorized representatives of both parties agreed to sign this contract on the following terms through friendly negotiation.
First definition
1.1 “Transferee” means the Chinese ×××× company, or the legal representative of the company, the agent and the inheritor of the property.
1.2 “Transfer Party” means the company of ×××国××××, or the legal representative of the company, the agent and the successor of the property.
1.3 “Contracted Products” means the products listed in Annex 1 of this Agreement and their models and specifications.
1.4 “Technical Information” means all technical materials, drawings, designs, calculations, operations, maintenance, product inspections and other information listed in Attachment 2 of this contract.
1.5 “Contract Factory” means the place where the transferee uses the technical materials provided by the transferor to produce the production contract product, that is, the factory of ×××××××××.
1.6 “Net Sales Price”-- means the balance of the sales invoice price of the contract product after deducting the cost of packaging, transportation, insurance, commission, commercial discount, tax and purchased parts.
1.7 “Technical Service”--It is pointed out that the Contracting Party shall provide the transferee with the work of designing, manufacturing, assembling, inspecting, commissioning and operating the contract product in accordance with the provisions of Annex IV and Sub-File 5 of this contract. Technical guidance and technical training.
1.8 “Commercial production” refers to the production of the contract factory after the production of the ××× Taiwan contract product.
1.9 “Date Effective Date” means the date on which the last party of the relevant government authorities of this contract approves the contract.
... (Note: The above definition can be added or subtracted according to the needs of specific projects)
Second contract scope
2.1 The transferor agrees to transfer to the transferee, and the transferee agrees to obtain the proprietary technology for the design, manufacture, sale, installation and maintenance of the contracted product from the transferor. The model, name, specifications and technical parameters of the contract product are detailed in Attachment 1 of this contract.
2.2 The transferor acknowledges the transferee's right to design and manufacture the contracted product and use, sale and export within the territory of the People's Republic of China. This right is non-exclusive and non-transferable.
2.3 The transferor is responsible for providing the transferee with the know-how and technical information related to the contracted product. The specific content, quantity and delivery time are detailed in Attachment 2 of this contract.
2.4 The transferor is responsible for dispatching technical personnel to China to explain technical data, and to provide technical guidance and services for the design, manufacture, assembly, inspection and assessment of the contract products. The contents and requirements of the technical services are detailed in Attachment IV of this contract.
2.5 The transferor is responsible for accepting and arranging the technical training of the transferee's personnel at the transferor's factory. The transferor shall try his best to meet the requirements of the transferee so that the transferee can master the above-mentioned proprietary technology, the transferee. The contents and requirements of personnel training are detailed in Attachment 5 of this contract.
2.6 According to the needs of the transferee, the transferor is obliged to provide the transferee with the parts, raw materials, or standard parts required for the contract product at the most favorable price. The specific supply content will be negotiated at the same time. contract.
2.7 The transferor agrees to the transferee's right to use its trademark, and the contractual product may use the joint trademark of both parties or the words “manufactured under the permission of the transferor”.
2.8 After the contracted products produced by the transferee have passed the examination, the transferor agrees to sell back some of the contracted products in accordance with the provisions of Article 8.9 of this contract.
Article 3 Contract Price
3.1 According to the content and scope of the contract stipulated in Article 2 of this contract, the total price of the contract paid by the transferor in the direction of transfer is XX US dollars (capital: × × × × US dollars). Its sub-items are as follows:
A. Technology transfer fee × × US dollars;
B. Design fee × × US dollars;
C. Technical information fee × × US dollars;
D. Staff training fee × × US dollars.
3.2 The above contract price is a fixed price, and the price of the technical data is all the fees before delivery at the XX Airport.
(Note: The airport here should be the international airport near the transferee contract factory)
Option 1: Apply to the contract based on the commission
3.1 In accordance with the content and scope of the contract stipulated in Article 2, the contract uses the commission method to calculate the price, and the contract currency is US dollars.
3.2 The calculation time of the contract royalties shall be calculated from the date of signing the contract product evaluation certificate by both parties, and calculated according to the calendar year, and December 31 of each year is the commission fee settlement date.
3.3 The royalties are calculated based on the net sales price of the products sold in the current year, and the royalty rate is XX%. If the contract products are not sold, the royalties should not be calculated.
3.4 Within 10 days after the settlement fee settlement date, the transferee will submit in writing to the transferor the sales amount of the previous year's contract product, net sales and royalties payable, net sales and royalties. For details, please refer to the attached file of this contract XX.
3.5 The technical service and personnel training costs of this contract will be calculated on the actual working day. The daily wage standards and calculation methods are detailed in the attached file of this contract.
3.6 If the transferor needs to check the account of the transferee, it shall notify the transferee within 10 days after receiving the written notice from the transferee in accordance with Article 3.4, the specific auditing procedures, The contents and methods are detailed in the attached file of this contract XX.
Option 2: Applicable to the combination of fixed and commissioned pricing contract
3.1 According to the content and scope of the contract stipulated in Article 2, this contract uses the entry fee and the royalty fee to calculate the price. The contract currency is USD.
3.2 The entry fee for this contract is XXX USD (capital: XXX USD) and the entry fee is a fixed price.
3.3 The calculation time of the commission fee is calculated from the date of signing the contract product certification certificate by the two parties, calculated according to the calendar year, and the December 31 of each year is the settlement fee settlement date. The commission fee is net after the sales of the contract product of the current year. The sales price is calculated and the royalty rate is XX%. The specific calculation method is the same as the 3.4th option.
3.4 The technical services and personnel training costs are calculated in the same way as option 3.5 of Option 1.
3.5 The program, content and method of auditing are the same as in Article 3.6 of Option 1.
Article 4 Payment Terms
4.1 All fees specified in this contract will be paid in US dollars by wire transfer (T/T) or letter of credit (M/T) through Beijing Bank of China and XXX Bank. All bank charges incurred in China are borne by the transferee, and all bank charges incurred outside of China are borne by the transferor.
4.2 The total contract price stipulated in Article 3 of this contract shall be paid by the transferee as follows:
(1) ××% of the total contract price, calculated as × × × US dollars (capital × × × US dollars), after the transferee received the following documents submitted by the transferor within 30 days after the review is correct, the payment is given to the transferor;
A. A photocopy of a valid export license issued by the transferor’s government authority, or a certificate issued by the authorities that does not require an export license.
B. The transferor’s bank shall issue a non-recoverable letter of guarantee in the amount of XX US dollars (capital × × × US dollars) with the transferee as the beneficiary. The format of the letter of guarantee is shown in the attached file of this contract;
C. The amount of the invoice in the amount of the total contract price is 4 copies;
D. The current draft is in two copies.
The transferee shall, at the same time as paying the above-mentioned payment, submit to the transferor a non-recoverable letter of guarantee issued by the Bank of China in Beijing in the amount of XX US dollars (capital × × US dollars) with the transferor as the beneficiary. Attached file VII of this contract.
(2) × × % of the total contract price, × × US dollars (capital × × US dollars), after the transferor has delivered the technical documents specified in the attached file of the contract, the transferee receives the following documents submitted by the transferor. If the audit is correct, the transferee will pay the giver within 30 days;
A. 4 invoices for commercial invoices;
B. 2 drafts of the sight draft;
C. The air transportation of technical data is delivered in a single unit.
(3) The total contract price × × %, calculated × × US dollars (capital × × US dollars), after the transferee received the following documents within 30 days after the review is correct, the transferee pays the giver.
A. 4 invoices for commercial invoices;
B. 2 drafts of the sight draft;
C. Two copies of the certificate file signed by both parties to indicate that the contract factory performance guarantee period has begun.
(4) ××% of the total contract price, calculated as × × US dollars (capital × × US dollars), after the transferee receives the following documents submitted by the transferor within 30 days after being verified, the transferee shall pay the giver:
A. 4 invoices for commercial invoices;
B. 2 drafts of the sight draft;
C. Two copies of the certificate of acceptance and acceptance of the contract product signed by both parties.
4.3 According to the contract, if the transferor is required to pay a fine or compensation to the transferee, the transferee is entitled to deduct from any of the above payments.
Option 1: Apply to the contract based on the commission
4.1 The royalties specified in Article 3 of this contract shall be paid by the transferee after passing the examination and acceptance of the contract product.
4.2 The transferee shall notify the transferor of the actual sales volume and net sales of the contracted products in the previous calendar year within 10 days after the settlement date of the royalties. The transferee shall receive the following documents issued by the transferor. After the audit is correct within the day, the transferee will pay the royalties to the surrender:
A. The commission fee for this period is calculated in a single form;
B. 4 invoices for commercial invoices;
C. 2 drafts of the sight draft;
4.3 For details of the technical service fee and personnel training fee for this contract, please refer to the attached file of the contract.
4.4 According to the provisions of this contract, if the transferor needs to pay the transferee a fine or compensation, the transferee has the right to deduct directly from the above payment.
Option 2: Applicable to the combination of fixed and commissioned pricing contract
4.1 The payment method for the entry fee specified in Article 3 of this contract is the same as the payment method of Article 4.2, and the number of payment may be determined according to the needs of the specific contract, and the documents required for each payment shall be 4.2. The same is true.
4.2 The payment method for the royalties shall be the same as the provisions of Article 4.2 of Option 1.
4.3 For details of the technical service fee and personnel training fee for this contract, please refer to the attached file of this contract.
4.4 The method of paying fines and compensation is the same as in Article 4.3.
Article 5 Delivery of technical materials
5.1 The transferor shall deliver the technical information at the ××× airport in accordance with the contents, quantity and time specified in Attachment 2 of this contract. After the technical data arrives at the XX airport, the risk is transferred from the transferor to the transferee.
5.2 The date of stamping of the delivery airport is the actual delivery date of the technical data.
5.3 Within 24 hours after the shipment of each batch of technical data, the transferor shall fax or telegraph the contract number, air waybill number, air date, item number, number of pieces, weight, flight number and estimated date of arrival. Notify the transferee and, at the same time, airmail the bill of lading and the detailed list of technical materials in two copies to the transferee.
5.4 If the technical data is lost, damaged or shorted during air transportation, the transferor shall reissue or resend it to the transferee for free within 30 days after receiving the written notice from the transferee.
5.5 The information to be delivered shall have a strong package suitable for long-distance transportation, multiple handling, rainproof and moisture proof.
5.6 The cover of each piece of technical information shall be marked with the following in English:
A. Contract number:
B. Receiver:
C. Destination airport
D. mark:
E. Weight (kg):
F. Box number or part number:
G. Consignee code:
5.7 A detailed list of technical materials shall be attached to the package in duplicate, with the serial number, file code, name and number of pages of the technical data.
Article 6 Technical services and personnel training
6.1 The transferor shall dispatch skilled, healthy and competent personnel to the contracted factory on the site of the transferee to provide technical services in accordance with the contract. The number, professional, tasks and contents of the technical services shall be detailed in China. Attached file IV of this contract.
6.2 The transferee shall provide the exporter's technical service personnel with the entry and exit visa and the working and living conditions in China. The conditions for the transfer of the technical personnel of the transferor in China are detailed in Attachment IV of this contract.
6.3 The technical service personnel of the transferor shall abide by the laws of the People's Republic of China and the rules and regulations of the factory during the service in China.
6.4 The transferee has the right to dispatch technical personnel or operators to the relevant factories of the transferor for training according to the contract. The number, professional, content, time and requirements of the trainers are detailed in Attachment V of this contract.
6.5 The transferor shall provide the conditions for the entry and exit visas and training for the trainees of the transferee. The conditions for the training of the trainees on the transferor can be found in Attachment V of this contract.
6.6 The transferee trainer shall comply with the laws of the transferor country and the relevant regulations of the local factory during the training of the transferor.
Article 7 Assessment and acceptance
7.1 In order to verify the correctness and reliability of the technical data of the transferor, the transferor shall send representatives to work with the technical personnel of the transferee to jointly assess and accept the contract products at the contract factory. For details of the assessment procedures and acceptance criteria, see Attached file III of this contract.
7.2 After the joint assessment by both parties proves that the contract product meets the acceptance criteria stipulated in the subsidiary file, the authorized representatives of both parties shall sign 4 copies of the contract product inspection and acceptance certificate, and each party shall hold 2 copies.
7.3 If the contract product proves that its technical performance has not reached the technical indicators stipulated in the contract, the two parties shall consult and discuss together, analyze the reasons, take measures, and wait for the defect to be eliminated before conducting the second performance assessment. After the stipulations in Article 7.2, both parties sign the examination certificate.
7.4 If the failure of the first assessment is the responsibility of the transferor, all costs incurred by the transferor in dispatching the technician to participate in the second assessment will be borne by the transferor. If it is the responsibility of the transferee, the transferee shall bear the burden. .
7.5 After the second assessment of the contract product still can not meet the acceptance criteria, if it is the responsibility of the transferor, the transferor must compensate the transferee for the relevant losses, and the transferor should also take measures to eliminate the defects and send the technology at their own expense. The personnel participated in the assessment of the third contract product. In the case of the assignee’s responsibility, all costs will be borne by the transferee.
7.6 After the above three assessments, if the contract product still fails to meet the acceptance criteria, if the transferor is responsible, the transferee has the right to terminate the contract. At the same time, according to the provisions of Article 8, the transferor shall also compensate the transferee. Related to the loss. In the case of the responsibility of the transferee, the parties will discuss how the contract will be further enforced.
(Note: The number of inspections and acceptances can be determined by the specific conditions of the project.)
Article 8 Guarantees and Claims
8.1 The transferor guarantees that the technical information provided in accordance with the provisions of this contract is the actual technical information used by the transferor and the latest technical information, and guarantees that the transferee will be provided with the technical information of its improvement and development in a timely manner during the execution of the contract.
8.2 The transferor guarantees that the technical information provided is complete, correct and clear, and that it can be delivered in time according to the provisions of the contract subsidiary file II.
8.3 The performance guarantee period provided by the transferor to the contract factory is XX months. The start and end time of the performance guarantee period can be found in the attached file III of this contract.
8.4 If the technical information delivered by the transferor does not comply with the provisions of Article 8.2, the transferor must send the relevant technical data to the transferee free of charge within 30 days after receiving the written notice from the transferee.
8.5 If the transferor fails to deliver the technical information at the time specified in Attachment 2 of this contract, the transferor shall pay the late payment of the technical information to the transferee in the following proportions:
In the first week to the fourth week, the penalty for each late payment is XX% of the total contract price;
In the 5th to 8th week, the penalty for each late payment is XX% of the total contract price;
For more than 8 weeks, the penalty for each late payment is XX% of the total contract price.
The total amount of the above fines does not exceed XX% of the total contract price. For less than one week, the fine is calculated on a weekly basis.
8.6 After the transferee has imposed a fine on the transferor in accordance with the provisions of Article 8.5, it does not relieve the transferor of the obligation to continue to deliver the technical information.
8.7 The transferee has the right to terminate the contract when the transferor submits the technical information for more than six months. In this case, the transferor must return the entire amount paid by the transferee, plus the interest of XX% per annum, to the transferee.
8.8 According to the provisions of Article 7 of this contract, due to the responsibility of the transferor, if the contract product fails the X-th assessment, it shall be handled as follows:
(1) If the transferee cannot be put into production due to the unqualified contract product, and the contract can only be terminated, the transferor shall return the entire amount paid by the transferee to the transferor in accordance with the provisions of Article 8.7, and add the annual interest. × × % interest.
(2) If some of the performance of the contracted product has not yet reached the acceptance index, but the transferee can still be put into production, the transferor shall compensate the transferee for the loss according to the following provisions:
A. The ××× performance index of the contract product is reduced by ××%, and the total price of the contract is compensated by ××%;
B. The ××× performance index of the contract product is reduced by ××%, and the total price of the contract entry fee is ××%;
C. The ××× performance index of the contract product is reduced by ××%, and the compensation is reduced by the rate of ××%.
(Note: Late penalty and performance compensation may be based on the specific contract, it is proposed to increase or decrease some of the terms)
8.9 After the contract product has passed the examination, the transferor agrees to repay part of the contract product year by year. The model and quantity of the resale are detailed in the attached file of the contract.
Article 9 Infringement and Confidentiality
9.1 The Transferor guarantees that it is the legal holder of all proprietary technical and technical information provided in this contract and has the right to transfer it to the transferee. If a third party alleged infringement, the transferor is responsible for the third party. Negotiate and assume all legal and economic responsibilities arising therefrom.
9.2 The Transferee agrees to keep the proprietary technical and technical information provided by the Transferor to the Transferee within the validity period of the Contract, if some or all of the above proprietary technical and technical materials are disclosed by the Transferor or a third party, The transferee no longer assumes the obligation of confidentiality for the public part.
9.3 The transferor shall keep confidential the hydrology, geology, production and other conditions of the contract factory provided by the transferee, and the confidentiality time shall be implemented as requested by the transferee.
9.4 After the termination of this contract, the transferee still has the right to use the proprietary technical and technical information provided by the transferor to design, manufacture and sell the contracted product.
Article 10 Taxes
10.1 All taxes and fees levied by the Government of the People's Republic of China on the transferee in accordance with its current tax laws in connection with the execution of this contract shall be borne by the transferee.
10.2 All taxes and fees imposed by the Government of the People's Republic of China on the transferor in accordance with its current tax laws in connection with the execution of this contract shall be borne by the transferor. The withholding tax imposed on the transferor in accordance with Article 11 of the "Enterprise Income Tax Law of the People's Republic of China" will be deducted from the payment by the transferee from Article 4 of this contract, instead of the transfer to the Chinese tax authorities, and then The original tax payment certificate issued by the tax authorities shall be submitted to the transferor, and the other taxes and fees payable by the transferor shall be paid by the Chinese tax authorities.
10.3 All taxes and fees levied outside the People's Republic of China relating to this contract shall be borne by the transferor.
Option 1: Apply to companies in countries that have signed a double taxation agreement with China
10.1 The Government of the People's Republic of China and the Government of the XXX Government signed an agreement on the avoidance of double taxation on XX, X, and X. The agreement was implemented on XX, XXX, ○, ○, and the transferee and the transferee. Both shall comply with the provisions of the agreement.
10.2 The XX and XX tax levied by the Government of the People's Republic of China on the levy of the XX Tax Law and the XX Tax Law will be handled in accordance with Articles XX and XX of the Double Tax Avoidance Agreement. .
Option 2: Applicable to projects that have been approved by the Chinese tax authorities for tax reduction and exemption
10.1 According to the current tax law of the People's Republic of China, in the process of implementing this contract, the transferor is subject to the tax liability of XX tax and XX tax.
10.2 The tax authorities of the People's Republic of China have decided to impose tax reduction (or tax exemption) on the XX tax and XX tax paid by the transferor on XX×××月×日. The specific treatment methods are detailed in this contract. Attached file × ×.
Article 11 Force Majeure
11.1 If either party to the contract affects the execution of the contract due to war or severe floods, fires, natural disasters such as typhoons and earthquakes, and other accidents agreed by the parties as force majeure, extend the time limit for performance of the contract and extend The period should be equivalent to the time affected by the accident.
11.2 The party affected by force majeure shall notify the other party by telex or telegram as soon as possible. And within 14 days, the certification file issued by the relevant authority will be submitted to the other party for confirmation by airmail registration letter.
11.3 If the impact of the force majeure accident continues for more than 120 days, the parties to the contract shall settle the implementation of the contract through friendly negotiation.
Article 12: Settlement of disputes
12.1 All disputes relating to this contract that occur in the execution of this contract shall be settled through friendly negotiation. If the agreement cannot be reached through negotiation, it will be submitted to arbitration for settlement.
12.2 The place of arbitration is in Beijing, and the Foreign Trade and Economic Arbitration Commission of the China Council for the Promotion of International Trade shall arbitrate according to the interim rules of the arbitration procedure of the Association.
(Note: There are two options for this article: A. If the place of arbitration is in Stockholm, Sweden, it will be arbitrated according to the arbitration procedure of the Stockholm Inter-Parliamentary Court. B. If the place of arbitration is selected in the respondent country, then the arbitration institution of the respondent country Arbitration program for arbitration.)
12.3 The arbitral award is final and binding on both parties.
12.4 The applicable law in arbitration is the law of the People's Republic of China. (Note: Swedish law is the applicable law at the time of arbitration in Stockholm; the law of the respondent country is applicable when arbitrating in the respondent country.)
12.5 The arbitration fee shall be borne by the losing party or executed in accordance with the arbitration award.
12.6 In addition to the part being arbitrated during the arbitration process, the rest of the contract shall continue to be enforced.
Article 13: The contract enters into force and other
13.1 This contract shall be signed by the authorized representatives of both parties in Beijing on the date of ××××年×月×日, and then the parties shall apply to the relevant authorities of their respective governments for approval, with the date of approval of the last party as the effective date of the contract. Both parties should make every effort to obtain approval within 90 days and notify the other party by telex, and then confirm with a letter.
13.2 Both parties have the right to cancel this contract when it is not effective after 6 months from the date of signature.
13.3 The validity period of this contract will be x years from the effective date of the contract. After the expiration date, this contract will automatically become invalid.
13.4 After the expiration of this contract, the outstanding claims and debts of both parties shall not be affected by the expiration of the contract, and the debtor shall continue to complete the outstanding debts of the creditors.
13.5 This contract is in English, in four copies, and each party holds two copies.
13.6 This contract consists of articles 1 to 14 and subsidiary files 1 to 7. The body of the contract and the subsidiary files are inseparable components of this contract and have the same legal effect.
13.7 Any change, modification or addition or subtraction of a contract shall be signed by the authorized representatives of both parties and shall be deemed to be an integral part of the contract and shall have the same legal effect.
13.8 In the execution of this contract, the communication between the two parties shall be conducted in English, and the formal notice shall be in writing, by airmailed mail, in duplicate.
Article 14 Legal address
14.1 Transferee Name:
address:
telex:
phone:
14.2 Name of the transferor:
address:
telex:
phone:
14.3 Signature of the authorized representatives of both parties:
Transferee transferor
(signature) (signature)
Subsidiary file 1 The unrecoverable letter format issued by the transferor bank
Beneficiary: China ×××× Company
Date: ××××year×month×day
About the company (hereinafter referred to as “the transferee”) and the ×××× company (hereinafter referred to as “the transferor”) signed the transferor’s transfer to the transferee on ××××年×月×日The amount of the proprietary technology of the product is XX (US capital: × × US dollars) × × contract (hereinafter referred to as "contract"), the Bank shall, at the request of the transferor, open the amount of the company as the beneficiary The ××% (%) of the total contract price is the unrecoverable guarantee of the ×× dollar of the ××USD (capital: ××USD).
Upon receipt of the written notice from the transferee, the Bank stated that within 15 months after the contract became effective, the transferor failed to perform the contractual obligation to deliver the technical materials in accordance with the provisions of the subsidiary document of the contract within 15 days. The above amount is returned to the transferee together with interest calculated on the basis of the annual interest rate × × %.
This letter shall become effective as of the date of issuance. It shall lapse after all the technical documents stipulated in Attachment 2 of this contract have been delivered by XX Company.
Subsidiary file 2 The unrecoverable letter format issued by the transferee bank
Beneficiary: ×××× Company
Date: × × year × month × day
About ××× introduced by the transferee from the transferee of the company (hereinafter referred to as “the transferor”) and the ×××× company (hereinafter referred to as “the transferee”) on ××××年×月×日The amount of proprietary technology is XX (US capital: × × US dollars) × × contract (hereinafter referred to as "contract"), the Bank shall be required by the transferee to open the amount of the company as the beneficiary The ××% (% of the price) of the price is the unrecoverable guarantee of the ×× dollar of the ×× dollar (capital: ××USD).
The total contract price × × % (percent × ×) has been paid in advance by the transferee to give the concession.
In the event that the transferor fails to perform its obligations in accordance with the contract and the transferee fails to pay the grantor in accordance with the conditions stipulated in Article 4 of the contract, the Bank will transfer the transfer within XX days after receiving the written notice from the transferor. The party pays the relevant amount of the granting party together with the interest payment of the annual interest × × % (% ×) to the giver.
In accordance with the provisions of Articles XX and XX of the Contract, if there is any fine or compensation payable by the Transferor to the Transferee, the Transferee shall be entitled to deduct any payment in accordance with the provisions of Article XX of the Contract. .
This letter of guarantee will become effective as of the date of issuance and will lapse after the transferee has paid the final payment.
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