Technical Secret Pfer Contract

Technical secret pfer contract

The technical secrets are: the name of the technical secret: the first and the second.

The pferor: (hereinafter referred to as Party A)

The legal representative is the following: legal, deputy, and so on.

Legal address: it is legal, address and address.

Zip code: Zai Code: 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 1, 2, and 1, respectively.

Contact number: telephone, telephone, telephone, telephone, telephone, telephone, etc.

The pferee: (hereinafter referred to as Party B)

The legal representative is the following: legal, deputy, and so on.

Legal address: it is legal, address and address.

Zip code: Zai Code: 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 1, 2, and 1, respectively.

Contact number: telephone, telephone, telephone, telephone, telephone, telephone, etc.

Contract time: the year of the year, the month, the month, the month, the hour, the hour, the hour, the hour, the time, and the time.

Preface

In view of the fact that the pferor is the holder of the technical secret and agrees to pfer the technical secret to the pferee, the pferee wishes to use the technology secret and is willing to pay the technical fees for Party A; according to the provisions of the "common law of PRC" and the provisions of other relevant laws and regulations, the two parties have agreed through friendly negotiations to agree on the following terms and jointly abide by the execution.

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Article 1. The name, nature and content of technical secrets

1.1 the technical secrets and names of Party A are as follows: 1.

1.2 the nature of the technical secrets held by Party A is: the following are the characteristics of the technical secrets of the first party, the following is the technical characteristics of the technical secret.

1.3 the technical secrets held by Party A are: the following are the contents of the technical secrets of the first party, the following are the following:

1.4 the application effects of technical secrets held by Party A are: application of the technology secrets of the Party A: it will be economic, social and economic benefits.

Ownership status of second technical secrets

2.1 Party A shall guarantee that the technical secrets pferred are owned by them and Party A shall have the right to dispose of them. If the infringement disputes are caused by the implementation of the technology secret, Party A shall bear all the responsibilities.

2.2 before the conclusion of this contract, Party A has authorized the following units to implement the technical secret:

(list the name of the unit, the scope of implementation, and the duration of implementation) of Party A's permission to use the technical secret.

2.3 Party A and Party B can stipulate whether Party A can license or pfer the technical secret to the third party after the contract comes into force.

2.4 the entry into force of a contract for the pfer of technical secrets made by Party A and Party B does not affect the validity of the contract concluded between Party A and other parties before the contract comes into effect.

Third technical intelligence and information, and the time limit, place and manner of submission.

3.1 Party A shall provide Party B with the technical information and information required to carry out the technical secret as follows: (including process design, technical report, process recipe, document drawing and other related contents, and the two parties may agree to submit the list and number of relevant information for both parties to supervise and inspect together).

3.2 the above technical information and information submitted by Party A shall be the technical indicators, parameters, technical level, performance data and auxiliary materials that can embody the technical secret.

3.3 Party A and B should clearly stipulate the time, place and mode of submission of technical information and information.

The parties agree that Party A shall deliver to Party B all technical information and information listed in 3, 1, upon receipt of Party B's payment of the technical secret usage fee.

The specific delivery methods and locations are: (specify the way and place where Party A submits information)

3.4 Party A shall guarantee to Party B the technical information and materials delivered, which shall be complete and clear.

The specifications and drawings of the drawings are in line with the standards of the state of China, or the regulations of the PRC.

3.5 after receiving all the technical information delivered by Party A, Party B shall seriously inspect and check the data. If any of the above requirements are found to be inconsistent with the above requirements, Party A shall give notice to Party A within days after receipt of the technical information. Party A shall explain, supplement or replace it within the day of receipt of the above notice, and Party B shall issue technical information and acceptance confirmation to Party A within the period of the day of the company's request.

The scope of fourth technical secrets and the duration of secrecy

The 4.1 parties agree on the scope of the technical secrets of the contract as follows.

The two parties agree that the time limit for confidentiality of the above technical secrets is the same as that of the 4.2 parties.

4.3 Party A and Party B shall abide by the confidentiality obligations stipulated in this contract, and shall not disclose technical secrets to any third party.

Fifth technical guidance

5.1 Party A shall provide technical guidance to Party B after the entry into force of this contract, so as to ensure that Party B can achieve the expected effect of the contract by implementing the technical secrets pferred by Party A.

5.2 Party A is obliged to provide Party B with technical guidance from trial production of technical secret products until Party B produces products that conform to the product quality standard stipulated in this contract (except for the reasons why Party B fails to produce products that meet the standard), and answers the questions raised by Party B in the process of implementing the technical secrets.

5.3 Party A shall send technicians to Party B for technical guidance during the trial production of technical secret products, and the technicians dispatched shall comply with the following criteria: such as time, number, education, experience, etc.

5.4 Party A shall be responsible for training party B's technical personnel during the trial production of technical secret products.

The training plan is as follows: 1.

5.5 Party B shall provide the necessary technical guidance for Party A with the necessary facilities, personnel and equipment, and the conditions and cultural level of the personnel trained by Party A shall meet the reasonable requirements of Party A.

The specific arrangements are as follows: 1.

5.6 Party B shall provide food and lodging for Party A for technical guidance, which shall be borne by Party B.

Sixth acceptance criteria and methods

6.1 after the completion of the trial production of the technical secrets of Party A's application, Party B shall check the product according to the product quality standard stipulated in this contract.

6.2 Party A and Party B agree that the products manufactured by Party B shall be in conformity with the following technical indicators and parameters:

6.3 Party A and Party B may agree on the way of acceptance, which can be identified by the technical appraisal department or experts who have been entrusted by the two parties. It can also be agreed that Party B's unilateral confirmation is deemed to be passed.

However, the acceptance criteria should be based on the technical specifications and parameters stipulated in the contract, and the written acceptance certificate should be issued.

6.4 Party A and Party B may agree that all expenses required for acceptance shall be borne by Party B or Party A. they may also be agreed upon by both parties.

The two sides should clearly stipulate their respective proportions.

If there is an agreement, it shall be deemed to be borne by Party B.

6.5 when the product fails to pass the inspection, the two parties shall appoint technical personnel to form an investigation team to investigate the reasons for the failure of the products and to determine the responsibilities of both parties in accordance with this contract.

6.6 if Party B fails to produce the contract products due to Party B's causes, Party A shall assist Party B in the trial production. If Party B fails to manufacture the contract products due to Party B's reasons, Party A shall have the right to terminate the contract and not refund the royalty.

If Party A fails to produce trial products due to Party A's reasons, Party A shall find out the reason and continue to assist Party B in trying out the contract products. It is still not successful in trial production. Party B has the right to terminate the contract. Party A shall refund the royalty and compensate Party B for the losses arising from the specific circumstances.

6.7 if the acceptance fails, if Party A is Party A, Party A shall propose technical measures to eliminate the defects and bear the corresponding costs; if the reason is Party B, Party B shall assist Party A in remedial measures and bear the corresponding costs.

The specific cost calculation method shall be separately agreed between the two parties.

Seventh royalties and their payment methods

7.1 both parties can agree on the amount and payment method of the permissions of the technical secrets. The two sides may agree to adopt the way of payment of the royalty or the combination of the payment of entry fee and royalty.

7.2 if the two sides agree to pay the royalties, the following are the details:

(1) the amount of payment: Party B shall pay Party A's technical license for the use of the technical license.

(2) mode of payment: Party B shall pay by installments or by installments in installments.

(3) the term of payment: Party B shall pay the payment within one day after the entry into force of the contract.

(4) the place of payment: the specific place where both parties can agree to pay can be located at the place where Party A is located, or at the place where Party B is located, or the other places agreed upon by both parties.

7.3 if the two parties agree to adopt the combination of payment fee and royalty fee, the amount and calculation method of the entry fee and royalty fee shall be clearly stipulated.

7.4 Party B shall pay Party A's technical secret permission to use the entry fee at the time of the contract, and the royalty shall be extracted from% of the net sales of the contract product. The net sales shall be calculated as follows: (the method of calculating the net sales agreed upon by both parties).

7.5 Party B shall pay royalty to Party A from the year of sale of the contract products.

December 31st is the settlement day of royalty.

7.6 Party B shall submit to Party A a written account of the sales volume, net sales and royalty paid for the contract products in the last year after the date of the royalty payment.

7.7 Party A shall send a notice to Party B whether or not to accept the settlement report within days after receipt of the settlement report.

If Party A considers it necessary to check the financial statements of Party B, it may check the following procedures: (the procedures agreed upon by the two parties)

7.8 Party B shall pay the prescribed royalty fee to Party A within the time of Party A's approval after the settlement report is submitted by Party A.

Eighth liability for breach of contract

8.1 if Party A fails to assign technical secrets in accordance with the contract, it shall pay liquidated damages or compensation for damages in addition to partial or full use fees.

8.2 Party A shall carry out a technical secret beyond the scope stipulated in the contract. If the party violates the contract and allows the third party to carry out the technical secret without authorization, it shall stop the breach of the contract and pay the penalty for breach of contract or compensation for the loss.

The 8.3 party, in accordance with the contract, carries out the pferable technical secret and infringes upon the legitimate rights and interests of others.

8.4 the technical secrets pferred by Party A are not up to the technical specifications stipulated in the contract, and the liquidated damages or damages shall be paid.

8.5 if Party A delivers technical information and technical guidance at the end of two months, Party B has the right to terminate the contract. Party A shall return the royalty and compensate the loss caused to Party B.

8.6 Party A violates the contract's obligation of confidentiality, divulging technical secrets, causing Party B to suffer losses, and shall pay liquidated damages and compensate the losses caused to Party B.

If the 8.7 party fails to pay the royalties to Party A without due cause, the liquidated damages shall be paid to Party A for the overdue period of one day after the overdue payment. The Party A has the right to terminate the contract if it fails to pay the fees within two months.

The 8.8 party shall carry out the technical secret beyond the scope stipulated in the contract.

If the third party is allowed to carry out the technical secret without permission from Party A, it shall stop the breach of the contract and pay the penalty for breach of contract or compensate for the loss.

8.9 if Party B violates the obligation of confidentiality stipulated in the contract and divulge technical secrets and cause losses to Party A, he shall pay liquidated damages and compensate for the losses caused to Party A.

Ninth provision and sharing of subsequent improvements

9.1 during the period of validity of the contract, any party's improvement on the technical secrets permitted to be executed shall be informed in time, and the parties can negotiate their ownership and use.

9.2 without the permission of the other party, the party shall not have the right to implement the improved technology of the technical secret that the other party has separately completed.

9.3 a party's technology for improving the technical secrets of licensing, if not patented or not disclosed, shall bear the obligation of confidentiality for the improved technology, and shall not have the right to pfer or license the technology to another person without authorization, or to apply for a patent.

9.4 the two sides shall jointly improve the technical secrets of licensing, and the right to apply for patent shall be shared by both parties.

If a party pfers its common patent application rights, the other party shall have the prior right of assignee.

If a party abandonment of the right to apply for a patent, the patent can be implemented free of charge after the patent application is approved.

If one party does not agree to apply for a patent, the other party shall not apply for a patent without authorization.

If the patent application is approved, both parties have the right to pfer and execute the license.

If a party pfers its common patent, the other party shall have the prior right of assignee.

If a party abandons its common patent, it can be implemented free of charge.

9.5 both parties have the right to use and pfer the non patent technological achievements jointly improved by both sides.

If a party pfers its common non patent technological achievements, the other party shall have the prior right of assignee.

If a party abandons its common non patent technological achievements, it can be implemented free of charge.

9.6, for the benefit gained by the two sides in improving the patented technology or non patented technology, the two sides will separately consult the way of sharing interests.

Tenth controversial solutions

10.1 once a dispute arises between Party A and Party B in fulfilling this contract, the dispute can be settled on the basis of voluntary negotiation, mediation, arbitration or litigation.

10.2 after the occurrence of the dispute, the two sides should, in accordance with the principle of equality and voluntariness, clarify their respective responsibilities in accordance with the agreement of the two parties, and settle disputes through consultation.

10.3 if the two sides are unwilling to negotiate or fail to negotiate, the dispute can be submitted to the third parties designated jointly by the two parties for mediation.

10.4 if the two parties fail to negotiate or conciliation, they may agree to submit the dispute to the Arbitration Commission for arbitration.

10.5 the two sides can also directly refer to the court without arbitration, and settle disputes through litigation.

Eleventh explanations of nouns and terms

11.1 technical secret pfer contract: the pferor of a contract pfers the technology that it does not own to the pferee to the pferee, making clear the contract between the use right of the technical secret, the right to pfer and the payment fee paid by the pferee.

11.2 technical secret: refers to the technology that does not possess the patent right, which is necessary for the production activities, which is not disclosed to the society, can be pferred through secret means, such as technical knowledge, technological procedures, operation methods and management experience.

11.3 technical information: the words and drawings required for the pfer of technical secrets.

11.4 technical guidance: the Licensor's guidance for the licensee to use technical secrets, including licences to the licensee to teach technical secrets and training of the Licensee's relevant technical personnel.

11.5 sales: refers to the total amount of products sold by the Licensee in the implementation of technical secrets.

11.6 net sales: deducting the amount of packing, pportation, taxes, advertising and business discounts from sales.

11.7 royalty: the Licensee shall pay the Licensor to the Licensor if the Licensor permits the Licensor to implement the technical secret.

11.8 entry fee: referring to the contract.

11.9 royalty rate: in the contract.

11.10 completeness: the technical data delivered by Licensor are all the data specified in this contract.

11.11 clear: refers to the figures in the drawing materials, words and so on enough to see clearly.

11.12 follow up improvement: refers to the renovation and improvement of technical secrets by one or both parties during the validity period of the contract.

11.13 other technical terms (other terms and terms which need to be explained and explained by both sides)

Enclosure

The twelfth contract is effective after signature and seal by both parties. If approval is required by the relevant department, the date of approval of the relevant department shall be the effective date of the contract.

Thirteenth matters not covered by this contract shall be settled through consultation by both parties.

The fourteenth contract is one contract, one for each other, one for both parties and one for the relevant approving departments.