How To Draft A Technology Transfer Contract Template

Contract holder:

The following is the first party.

This is hereinafter referred to as Party B

The following is the case.

The following is the prescription.

Zi Yinyi and Ding Fang have implemented the production and study cooperation plan jointly subsidized by Party A and Party C, and have already produced practical technological achievements. In order to implement the technology and increase the domestic industry, we agree to authorize the party to implement the technology in the authorized area of the contract.

The first source of Technology

This technology is awarded by the Party A and Ding Fang's implementation of the production and study cooperation plan. The research results of the project are entitled to the research results of Party A's subsidy to the subsidiary party, and the percentage of the subsidy to the company. The intellectual property rights of the company are assigned to Party a according to the contract of industrial and technical cooperation signed by Ding Fang.

Second transfer technologies

1. Technical name: the first, the second and the third.

Two, the technical content: it is the following: 1.

Three, the scope of authorization: the use of the foregoing technology to manufacture and sell related products.

Four, product range: using this license technology to produce products such as the company's products.

Five, the mode of authorization: this contract is a non exclusive authorization (or exclusive authorization), which is implemented by the company in the territory of the company.

Third technology transfer and Implementation

I. delivery of data: Party B shall deliver the authorized technical data in written form to the party within one month after the commencement of this agreement.

Two, the time limit for the listing of products: the company should complete the application of the products authorized by this authorized technology within the month of the year after the entry into force of this contract, and the mode of implementation should be carried out in accordance with the development plan referred to by the company (as detailed in annex two). If it is necessary to postpone the finished product or stop the development plan due to special reasons, it should be written to Jia Yiding three months before the expiration of the contract. After the agreement is agreed, the product will be extended or terminated. Otherwise, the contract will be terminated.

Fourth obligations and responsibilities

1. Consultation and guidance: Party B shall provide technical guidance and consultation with the company for a period of two months after the delivery of technical data to Party C. Party B shall pay technical service fee to Party B for the detailed consultation service or personnel training when Party B provides detailed consultation services or personnel training for this technical requirement. Details such as time, place, cost and way of consulting services shall be separately agreed by both parties.

Two. Responsibility for confidentiality: the four parties shall handle all the information about this license technology in a confidential manner. The party shall keep the technical data and other relevant data that are known or held by this contract because of the attention of the good manager, and shall not arbitrarily disclose or deliver to any third party or make the third party aware of it. If the employees of the party and its associated enterprises or the reasons for which they are liable to Party C, the contractor, distributor or agent who violates the provisions will be deemed to be a breach of the contract. If the contract is terminated or terminated, the party shall also be liable for the confidentiality of this article. If there is any breach, the loss of the party shall be compensated.

Fifth royalties, derivative benefits and payment methods.

1. Royalty: total NT $ It is only because the Hong Kong dollar has been granted the right to grant the right to pay the benefits of the new Taiwan dollar. It is only necessary to pay the royalty to the New Zealand dollar. The amount of exemption from the rights of Party C is detailed in Annex three. The party shall pay within fifteen days after the entry into force of the contract. This right is neither refunded nor terminated due to termination or dissolution of this contract.

Two, derivative benefits: the use of the products produced by the technology during the listing and sale of the products shall be allocated to the annual sales volume of the total sales volume of these products, which is a derivative interest of the technology transfer. Before the thirty-one January of each year, the company shall report the sales volume of the products manufactured by this authorized technology in the previous year, and the proportion of the authorized technology in each product, and calculate the derivative interest according to the weighted value of the weighted sum. The party shall pay the derivative interest within fifteen days after Ding's recognition.

Two, derivative benefits: it is estimated that the total profits derived from the use of this authorized technology during the period of authorization shall be NT $10000, and that the party shall pay once a day within fifteen days after the entry into force of the contract. The derivative interest shall not be refunded because of termination or dissolution of this contract.

Three. Distribution of interests: distribution of royalties and derivative benefits of Party C payment. Party A is% of Party B,% of Party B, and Party B is% of% of GDP.

Four, payment method: after the entry into force of this contract, the party shall pay the party in cash or spot notes within the time limit stipulated in the first, second paragraph of this article (in case of holiday Shun Yan), and then transfer it to the other payee by the proportion of the third distribution of Ding Fangyi. The rights and derivative benefits paid by the party shall be handled by the party at the time of the tax law.

Five, the amount of the foregoing rights and derivative benefits already contains business tax.

Six, Party A or Ding Fang may, as required, assign relevant business personnel and their accountants or entrust accountants to the company to check the sales volume or income amount of the products manufactured by the authorized party.

The attribution and tort liability of the sixth intellectual property rights

First, the technical data and technical knowledge of the authorized technology are owned by Party A, and the Party A and B shall be jointly authorized by the three parties to sign the technology transfer license agreement with the third party. The royalties and derivative benefits can be set separately.

1. The technical data and technical knowledge of the authorized technology are owned by Party A. within the validity period of this contract, Party A shall not sign the technology transfer authorization contract with the third party without the consent of the party.

Two. All rights and obligations of the party in this contract shall not be transferred or transferred to any third party without the written consent of the parties. If a party violates the contract, Party A and B shall not terminate this contract without notice, and claim damages.

Three, if the Spin-off Company intends to establish a Spin-off Company in charge of the development of this technology transfer in the future, it must notify Ding Fang in writing by thirty days before it is processed by the two parties.

Four. When using the contract to authorize the sale of technical products, the company shall notify the third party and the tripartite as soon as possible if any patent infringement is caused by the request or prosecution of the patent infringement.

Five, if the contract is infringed on the right to claim or claim for a lawsuit, the party shall immediately notify Ding Fang and assist the Party A and B in taking action of preservation or legal proceedings so as to ensure the common interests of the four parties.

Six. In order to complete the derivative products or additional products developed by the company itself, the intellectual property belongs to the party. However, Party B and Party B shall be informed of the products and provide Party B with the principle of reciprocity. However, Party B shall not disclose any part of the technical data arbitrarily or deliver to any third party or make the third party aware of it. If the part infringes the intellectual property rights of the third party, it will not be involved with the three parties.

Seventh unsecured provisions

1. The authorized Technology Department has delivered the technical status of Party B to Party C at the time of signing the contract, and has obtained the national patent right of the company. The guaranty of one, three, and three sides tries to assist the party in its own use of the authorization technology, but does not guarantee the patentability, compatibility and commercialization of the authorized technology.

Two. The non-public part of all technical data obtained by the C / C under this contract shall be processed in a confidential manner and protected by its own business secret. The party shall bear its own responsibility for the infringement or infringement of the authorized technology.

Eighth technical data updates

Party B shall notify the party and the Ding Party of the renewal of the technology stipulated in this contract during the period of validity of this contract, and the party shall give priority to the authorization of renewal technology in accordance with the provisions of article twelfth of this contract.

Ninth article Breach of contract

1. If the party fails to pay the royalty and derivative interest within the time limit in accordance with the fifth provision of this contract, it shall pay 5/1000 of the total amount of the default payment every day for more than one day. If more than one month has not yet been paid, the contract will be terminated.

Two, if the party violates the fourth, second, sixth, second, third and eleven second of the contract, it is willing to pay punitive liquidated damages totaling NT $10000 Wu Bai. If Party C violates other provisions of this contract, the contract shall be terminated without notice, and the damages shall be claimed.

The tenth contract period

This contract is valid within five years from the date of signature of Party A, B, C and D, and within three months before the expiry of the term, the C & amp; C party has written permission to extend the authorization period for each party. The authorization period for each extension is two years, and the conditions for the extension of the authorization are discussed separately.

Termination of eleventh contracts

1. The party shall return the technical data obtained by Party B and settle the derivative interest within one month after the termination of the contract.

Two. After the termination of the contract, the C side shall not voluntarily or entrust others to produce or sell the products manufactured by this authorized technology, but if there is any concrete evidence of the fact that the product is manufactured before the termination or dissolution of this contract, the product may continue to be sold, but the party shall still pay the derivative interest in accordance with the provisions of this agreement of fifth.

Twelfth contract modifications

1. This contract must be amended in writing by the four parties, and shall be attached to the contract after signing the contract. It shall be part of this contract and replace the original provision that has been amended and amended.

Two, the contract does not stipulate that matters should be handled in accordance with the relevant provisions of the civil code and Ding Fangzhi.

Thirteenth article Revenue processing

1. The payment made by Party C in accordance with the ninth contract shall be distributed according to the percentage of Party A's gross profit. Ding Fang should consider the extent of Party B's participation and assign a certain percentage to Party B.

Two. The income obtained by Party A in accordance with this contract shall be transferred to the national science and technology development fund of the Executive Yuan.

Fourteenth Consensual Jurisdiction

1. This contract shall be interpreted and regulated in accordance with the law of the Republic of China. The Quartet agrees to resolve the dispute or dispute arising from this contract or by virtue of the principle of good faith.

Two, if there is any dispute in this contract, after the consent of Party A, it can be submitted to arbitration in Taipei and settled in accordance with the Arbitration Law of China. When the case is involved, the Quartet agrees to take the Taipei district court as the first instance jurisdiction court.

Fifteenth ways of liaison

1. The notice or request of this contract shall be delivered to the following premises and personnel in writing (hereinafter referred to as the "liaison person").

Name of party a liaison person:

Title: Associate Research Fellow E-mail:____________

Tel: TD, TD, TD, TD, TD, TD, fax, etc.

Address: the address is: the first, the second and the third.

Name of Party B's liaison person:

Title: Associate Research Fellow E-mail:____________

Tel: TD, TD, TD, TD, TD, TD, fax, etc.

Address: the address is: the first, the second and the third.

The name of the liaison person is:

Title: Associate Research Fellow E-mail:____________

Tel: TD, TD, TD, TD, TD, TD, fax, etc.

Address: the address is: the first, the second and the third.

The name of Ding Fang liaison person is:

Title: Associate Research Fellow E-mail:____________

Tel: TD, TD, TD, TD, TD, TD, fax, etc.

Address: the address is: the first, the second and the third.

Two, when the four party liaison person or contact data change, they should inform the other three parties in writing, and inform the update.

Sixteenth article contract Number of copies

The original copy of the contract is four copies in one copy and six copies in one copy, each of which is made by the original one, and the copy is maintained by two copies.

Party A: the company is in charge of the company.

The representative is: the first, the second and the third.

Address: it is called "the"

Party B: the company is in the first place.

Identity card number: "

Household address: "

Party C: it is a very good one.

The representative is: the first, the second and the third.

(with joint guarantor)

Address: it is called "the"

The company's unified code:

Ding Fang: he is a great man.

The representative is: the first, the second and the third.

Address: it is a very good one.

In the year of the year

Annex I authorized technical content

Annex two development plan (Limited by Share Ltd)

Annex three statistics on the exemption of the right amount of the Party C

1. The amount of the party's rights is exempt from the limit (note).

Two. The exemption amount has been used.

Three. The agreed royalty of this technology transfer is $10 billion yuan.

Four. This technology transfer can deduct the amount of RMB.

Five. The amount of royalties payable by the C side should be $1 billion yuan.

Six. The total amount of royalties accumulated to this time is free of charge.

Seven. The rights of the party are exempt from the limit balance.

Note: the royalty is exempt from the limit of fifty of the total annual subsidy of the year for the cooperation between the two sides (exclusive authorization is thirty).