Technology Pfer And Cooperative Production Contract

Technology pfer and cooperative production contract

The head office and the factory shall be one party (hereinafter referred to as Party A).

Take the company as the other party (hereinafter referred to as Party B)

The two sides signed a contract of technology pfer and cooperative production in Beijing on the date of the month of friendly negotiation.

Chapter I definition

1. "contract product" means the vertical bending machine specified in Annex 1 to this contract.

2. "examination product" means the first contract product manufactured by Party A according to the technical data provided by Party B and checked and accepted according to the provisions of Annex 5.

Second chapter content and scope of contract

1. the technology for the design, manufacture, sale, installation and maintenance of the contract products shall be pferred from Party A to Party A, and the specifications and technical parameters of the contract products shall be shown in Annex 1 to the contract.

2. Party B is responsible for providing Party A with all the relevant technical and technical data of the contract products (hereinafter referred to as information). The details and delivery time are detailed in Annex 2 and Annex 3 to the contract.

3. Party B grants Party A the right to manufacture and sell contract products in China.

The first four contract products are sold only in China.

After that, the contract products manufactured by Party A can be sold to the following countries: if the contract products are sold to other countries in accordance with the Intergovernmental economic and trade agreement or purchased by Chinese contractors in China, they will not be subject to the aforesaid restrictions.

4. during the contract period, if Party A needs, Party B is obliged to provide Party A with the preferential price for the parts and raw materials needed for the manufacture of the contract products, and the two parties will sign the contract through negotiation.

The division of labour for the first and its subsequent contract products is detailed in Annex 1.

5. Party B is responsible for the pformation of drawings and data and training Party A in Party B's factory and its associated factories.

Party B shall make every effort to enable Party A to master the technology of the contract products (see the Annex 3 of the contract).

6. Party B is obliged to send technicians to the factory for technical services (see Annex 4 of the contract).

7. Party B agrees to provide Party A with the required special tools, fixtures and equipment as well as the technical information required for the inspection of the contract products (see Annex 2 to the contract).

8. during the validity period of the contract, Party B agrees that Party A shall have the right to mark the joint trademark or "press" of both parties on its contract products.

The words "company license manufacture".

The third chapter price

1. in view of Party B's obligations under chapter second, 1, 2, 3, 4, 5, 6, 7 and 8 of the contract, Party A agrees to pay Party B the entry fee for sterling (large scale pound).

2. during the contract period, if Party A requests Party B to provide all the data of other specifications, Party A shall pay Party B the pound (large letter size) for each specification.

Party B shall pay the income tax to the Chinese side.

3. Party A shall pay royalties to Party B on the contract products sold for each sale. The first five years will be 8% of the net sales price of the contract products, and the latter five will be 6% of the net sales price of the contract products.

Party B shall pay the income tax to the Chinese side.

Net selling price: selling price deducts freight, tax, packing, storage, insurance and installation fees, and deducts the cost of purchasing parts from Party B (including freight, customs duties, etc.).

The fourth chapter is the terms of payment.

1. the cost of this contract to Party B is paid by m/t.

(for telegraphic pfer, the cost of telegraphic pfer is borne by Party B.)

Party A is paid by Bank of China and Bank of England in Beijing.

All bank charges incurred in China shall be borne by Party A. the bank charges outside China shall be borne by Party B.

2. the entry fee stipulated in the third chapter 1 of this contract shall be paid by Party A to Party B in accordance with the following methods and ratios:

(1) 10% of the entry fee (1%) will be paid to Party B no later than 30 days from the date of receipt of the correct documents by Party A after the receipt of Party B's correct documents.

(1) a photocopy of the valid export license issued by the relevant government authorities of the United Kingdom, or the same certificate issued by the relevant authorities without the need for an export license.

(2) the total amount of the formwork invoice is four copies in total.

(3) one copy of the draft at sight.

(4) a copy of the irrevocable letter of guarantee issued by the Bank of England, which is in the beneficiary of the first party, amounting to Sterling (large scale), is shown in the Annex 6 of the contract.

(2) the entry fee (20%) (pounds) shall be paid to Party B no later than 30 days from the date of receipt of the provisional information specified in Clause 3.2.1 of Annex 3 to this contract after Party B has issued the documents specified in Clause 3 of the contract.

(1) four commercial invoices

2. One copy of the draft at sight and one copy.

Two copies of the air cargo bill of lading and the temporary information specified in section 3.2.1 of Annex 2 and Annex 3 to the photocopy of the completed certificate.

(3) the entry fee of 40% (100%) is calculated on the basis of the information provided in article third, sixth of Annex 3 to Party A. if Party B provides the following correct documents, it shall be paid not later than 30 days.

(1) four commercial invoices

2. One copy of the draft at sight and one copy.

Two copies of the air pport bill of lading and the information specified in Annexes 3 and 6 are delivered to the photocopy of the completed certificate.

(4) the entry fee of 15% (1%) shall be paid to Party B, which is stipulated in Clause 3.8.2 of Annex 3, after the training is completed in accordance with Annex 3 of the contract, and shall be paid to Party B no later than 30 days from the date of receipt of the correct documents from Party B.

(1) four commercial invoices

2. One copy of the draft at sight and one copy.

(3) two photocopies of certificates issued by Party A and Party B that have been accepted by the training staff of Party A as stipulated in Clause 3.8.2 of Annex 3 have been accepted according to the provisions of this contract.

(5) entry fee 15% (1%): pound (GL) shall be paid to Party B no later than 30 days after Party A receives the correct documents from Party B below.

(1) four commercial invoices

2. One copy of the draft at sight and one copy.

(3) two photocopies of the certificate of quality performance test for the first contract product signed by Party A and B at party a factory after examination.

If it is not because of the fault of Party B, even if the quality performance test certificate of the first contract product can not be signed at that time, the first party shall receive the hardware of the first contract product provided by Party A. after 24 days, Party A shall pay the form to Party B.

3. the contents of the seventh chapter and second articles of this contract are executed. After Party A sells the contract products, Party A shall pay the royalty to Party B according to the following terms.

(1) Party A shall notify Party B of the total sales volume of the past year within 15 days from December 31st of each year.

(2) within 30 days from the date of receipt of Party B's correct documents, Party A will pay the royalty to Party B:

(1) four corresponding calculation data for the royalty amount during the period.

Four commercial invoices

Two copies of sight draft

Fifth chapter document delivery

1. Party B shall deliver the information to the Beijing airport according to the delivery time specified in Annex 2 of this contract and the contents specified in Annex 2 and Annex 3 to the contract.

2. the date of stamping of the air waybill at Beijing airport is the actual delivery date of the information. Party A shall send photocopies of the air waybill covering the date of arrival to the Party B and Beijing Bank of China respectively.

3. Party B shall notify Party A by telegraph or telex to the contract number, air waybill No., air waybill date, date name, number, weight, flight number and expected date of arrival within 24 hours after each batch of information is shipped within 24 hours, and send the detailed list of air waybill and technical information to Party A in two copies.

4. if the technical data is missing or damaged in the air pportation, Party B shall again send it to party a free of charge within 45 days after receiving the written notice from Party A.

5. the delivery information should have a solid package suitable for long distance pportation, multiple handling, rainproof and moisture-proof.

6. on the package cover of each package of technical information, the following is applied in English:

(1) contract number;

(2) consignee; company

(3) destination;

(4) shipping marks;

(5) weight (kg);

(6) box number / part number;

(7) consignee code;

(8) offshore ports.

7. there should be a detailed list of technical information in two packages, with the contents, names and quantities of technical data.

The sixth chapter is modification and improvement of technical data.

1. if the technical data provided by Party B are not suitable for the actual production conditions of the Party (such as design standards, materials, equipment, etc.), Party B has the responsibility to assist Party A in modifying the technical data and confirming it during the training and technical services.

2. any improvement or development of the contract product shall be provided free of charge to the other party within the validity period of the contract and within the scope specified in the contract.

The seventh chapter is examination and acceptance.

1. in order to verify the correctness and reliability of Party B's technical data, Party B's technical personnel shall participate in the contract product assessment test, and the two parties shall jointly carry out the test in Party A's factory.

The assessment method is shown in Annex 5 to the contract.

2. after examination, if the performance of the contract product meets the requirements specified in Annex 5 to the contract, that is, through examination and acceptance, the two parties jointly sign four certificates of the contract products, each holding two copies.

3. after examination, if the technical performance of the contract product is not up to the technical performance stipulated in the contract, the two parties shall jointly study and analyze the reasons through friendly negotiation, and conduct second performance evaluations after taking measures to eliminate the defects.

After being qualified, the two sides will sign the assessment certificate according to the second provision of this chapter.

4. if the first assessment is not qualified, the responsibility of Party B shall be borne by Party B, and the cost of technical personnel and the cost of replacement and repair of defects shall be borne by Party B for the second assessment.

If Party A is responsible, the above expenses shall be borne by Party A.

5. if the second assessment is not acceptable and the responsibility is Party B, Party B shall take effective measures to eliminate the defects and carry out the third test, which shall be borne by Party B.

6. after three unqualified examination, if Party B is responsible, Party A shall have the right to terminate the contract and deal with it in accordance with the sixth part of the eighth chapter.

If Party A is responsible, both parties shall sign the assessment certificate, but Party B still has the obligation to help Party A assess the success.

The eighth chapter guarantees and claims.

1. Party B guarantees that the technical information provided is the latest technical information of Party B and provides Party A with technical information about any improvement and development of the contract products within the validity period of the contract.

2. Party B guarantees that the technical information provided in accordance with Annex 2 is complete, correct and clear, and ensures timely delivery.

3. if the technical data provided by B are not in conformity with the provisions of article second of this chapter, Party B shall, within 45 days after receipt of Party A's written notice, send the technical data or correct and clear technical information to Party A without charge.

4. if Party B fails to deliver the technical data referred to in Annex 2 for reasons beyond the twelfth chapter and first articles, Party A shall notify Party B in writing.

If Party B fails to deliver the information within a week, Party A shall pay the party a penalty for breach of contract, and the total amount of 0.25% default fine for each third week and first price deduction per week is not more than 5% of the third chapter first price.

5. Party B shall pay Party A a penalty for breach of contract stipulated in the fourth chapter of the eighth chapter.

6. according to the seventh chapter, due to the responsibility of Party B and the failure of the product examination three times, the following measures shall be taken:

(1) if Party A fails to enter into production if the product is not qualified, Party A shall return the sum of the sum of money paid by Party A and the interest of annual interest% (%) to party a when he proposes to terminate the contract.

2. If the part of the product fails to meet the requirements of the contract only if some of its performance indicators fail to meet the requirements of the contract, Party A can still go into production. Party B shall pay the following stipulation: (omitted).

The ninth chapter is infringement and confidentiality.

1. Party B guarantees that it is the lawful owner of the technology provided in this contract and has the right to pfer to Party A.

In the event of third party accusation of infringement, Party B shall be responsible for negotiating with the third party and undertaking all legal and economic responsibilities arising therefrom.

2. Party A agrees to confidentiality of the technology provided by Party B.

If part or all of the above technical contents are promulgated by Party B or third party, and Party A has obtained the evidence that has been released, Party A will no longer undertake the obligation of confidentiality.

3. after the termination of the contract, Party A shall still have the right to use the technology provided by Party B, that is, Party A shall have the right to continue to design, manufacture, sell, and export the contract products.

The tenth chapter is taxation.

1. all taxes and duties incurred outside the state of a party due to the performance of this contract shall be borne by Party B.

2. the Chinese government shall levy on Party B all taxes and duties relating to the execution of the contract in accordance with the PRC foreign enterprise income tax law and the People's Republic of China personal income tax law, which shall be paid by Party B.

The above income tax shall be deducted by Party A from the payment stipulated in this contract and payable to the tax authority instead of B. Party A shall provide Party B with one tax document issued by the tax authority.

3. the Chinese government shall levy taxes on Party A according to the existing tax law, and pay the taxes and fees for performing this contract.

The eleventh chapter is arbitration.

1. all disputes arising from or in connection with the execution of this contract shall be settled through friendly negotiation.

If no agreement can be reached through negotiation, it shall be submitted to arbitration for settlement.

The 2. clock place is located in Stockholm, Sweden, and is arbitrated according to the arbitration procedure of the Stockholm chamber of Commerce.

3. the arbitral award is final and binding upon both parties.

4. the cost of arbitration shall be borne by the losing party.

5. in addition to the part of arbitration carried out in the arbitration process, the contract shall continue.

The twelfth chapter is force majeure.

1. any party to the contract, due to war, serious floods, fires, typhoons, earthquakes and other agreed force majeure.

2. the responsible party shall notify the parties by telex or telegraph as soon as possible, and send the relevant authority by registered airmail within 14 days.

3. if a force majeure accident lasts for more than 120 days, the two parties shall resolve the problem of continuing the contract as soon as possible through friendly negotiation.

The thirteenth chapter is the termination and other contracts.

1. the contract is signed by the representatives of both parties on the date of the year.

After signing the contract, each party shall apply for approval to its own government authorities separately.

The date of approval of the last party is the date of entry into force of this contract.

Both parties should do their utmost to get the approval within 60 days, notify each other by telex and confirm by letter.

If the contract fails to enter into force within 6 months from the date of signing the contract, the contract shall not be binding upon both parties.

2. from the effective date of the contract, the contract is valid for 10 years.

3. any termination of this contract shall not affect the claims and debts arising from both parties, and the debtor shall continue to pay the outstanding debts.

4. the contract is written in Chinese and English in four copies, each holding two copies.

5. Annex 1 to Appendix 7 to this contract is an integral part of this contract and has the same effect as the body of the contract.

6. any amendment and supplement to the terms and conditions of this contract shall be signed by the representatives of both parties. This document shall be an integral part of this contract and shall have the same effect as the contract.

7. communication between the two parties for the execution of the contract is carried out in English.

The official notification will be sent by registered mail in four copies.

The fourteenth chapter is statutory address.

Party A: Company

Address:

Telex:

Telephone:

Party B: Company

Address:

Telex:

Telephone: