Format of technology shareholding agreement:
1. Title: For example, technology shareholding agreement;
2. Technology capital increase;
3. Transfer of funded technology;
4. Obligation of confidentiality;
5. Rights and risks;
6. Liability for breach of contract;
7, the way to solve the dispute;
8. Other agreements.
This is the template of the general model of technology investment agreement, I hope it will help you. You can also download this document directly by clicking here.
General mode of technology share-holding agreement
According to the Company Law of People's Republic of China (PRC), the Contract Law of People's Republic of China (PRC) and other relevant laws and regulations, Party A, Party B and Party C unanimously agree to sign this Agreement.
Article 1
Increase of technical capital
1. 1 Party B's contribution is related to battery materials:
(1) Three patents, namely, high purity graphite Purification Method of Natural Flake, Graphite Powder for Negative Electrode of Lithium-ion Secondary Battery and Its Preparation Method, and Manufacturing Method of Ultra-low Trace Element Expanded Graphite, which were appraised by the appraisal company. These three patents were applied to the State Patent Office by Party B on.
(b) the rights and interests of the patent application right, patent ownership right, patent transfer right and improvement right of the above three patents;
(c) The technologies related to battery materials personally mastered by Party B, all related technologies developed or improved by Party B during Party A's employment, and the information and resources related to the production and sales of battery materials mastered by Party B;
(d) The sum of the above three items (a), (b) and (c) constitutes the capital contribution of the technology share, which is closely related to Party A's R&D, production and sales, and is an inseparable whole.
1.2 With the consent of the shareholders' meeting convened by the original shareholders of Party A:
(a) Party B's technology investment is equivalent to RMB _ _ _ _ _ _ _ _ _ _ _
(b) Party B subscribes for Party A's shares at RMB per share.
1.3 After this capital increase is completed, Party B holds _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
1.4
After the completion of this capital increase, the registered capital of Party A is increased to RMB _ _ _ _ _ _ _ _ _ _.
1.5 Party C agrees to give up the subscription right for this capital increase.
the second
Transfer of funded technology
2. 1
From the date of the change of the industrial and commercial registration of this capital increase, the ownership and all related rights and interests of all technologies and processes currently applied and all technologies and processes improved and developed in the future belong to Party A. ..
2.2 Production technical data of existing products should be compiled to guide production, and ordinary intermediate technicians can organize production and control quality according to the data. Generally speaking, it should include the following parts:
(a) Technical specifications and parameters of process flow and each working procedure;
(b) Formulas of raw materials and auxiliary materials;
(c) Setting of quality control points, testing methods, technical indicators and technical parameters;
(d) Adjustment method in case of deviation of product technical indicators.
Within 15 working days after the change of industrial and commercial registration, Party B shall hand over the above-mentioned relevant materials to the special person designated by Party A's board of directors for safekeeping.
2.3 The technical research, development and improvement after the signing of this agreement must be recorded in detail, and the board of directors of Party A shall designate a special person to keep it. ..
Article
Party B's commitment to this capital contribution
3. 1 Party B promises to own the ownership of three patented technologies. At the time of signing this agreement, the ownership of these three patented technologies is completely owned by Party B, and there is no ownership dispute.
3.2 Party B promises that at the time of signing this agreement, the three technologies mentioned have not been applied to the production of other enterprises through any channels before the patent application date.
3.3 Party B promises that the technical data handed over to Party A are clear, complete and reliable.
(a) Clarity: technicians can clearly understand and master the methods of production, adjustment, inspection and control.
(b) Integrity: including all production links and technical details.
Reliable: true and accurate, without major mistakes or omissions.
3.4 If Party A requests, Party B promises to provide relevant information to ensure production and sales:
(a) Information on the procurement and selection of raw materials;
(b) Information on equipment procurement, commissioning and modification;
(c) Sales information about customers.
3.5 Party B promises that it will not disclose relevant technologies and materials to any third party without the written permission of Party A's board of directors.
3.6 Party B promises to work for Party A for at least 5 years from the date when this capital increase completes the industrial and commercial change, and this position shall be appointed and removed by the board of directors of Party A. ..
Article 4
Party B's confidentiality obligations
4. 1
Party B has the obligation to keep Party A's business secrets. The trade secrets under this Agreement refer to all information provided by Party A, known or obtained by Party B from Party A, or developed by Party B to perform its duties, which has certain commercial value and is not well known to the public, including but not limited to the following forms or types:
(a) product design, tools and molds, manufacturing methods, technological process, material formula, empirical formula, experimental data, computer software and its algorithm, design and other information and drawings. , as well as models, samples, source programs, target programs, etc. Owned by Party A and being developed or conceived;
(b) Information and materials of Party A's existing service projects and service projects under development or conception;
(c) Party A's existing and developing business activities, such as quality management methods, pricing methods and sales methods;
(d) Party A's business plan, product development plan, financial status, internal business rules, supplier, distributor and customer list and other business activities;
(V) According to laws and agreements, Party A has the responsibility to keep the business secrets of third parties.
4.2 Party B agrees to perform the following confidentiality obligations:
(a) Regard any information obtained in the course of work as confidential information, and shall not be used for any purpose other than accepting the employment of Party A and Party B, and shall not be disclosed to any third party other than Party A, unless required by laws and relevant government departments or approved by the board of directors of Party A;
(b) All documents, records, notes, outlines, data, source programs, object programs, models, samples and any other materials related to Party A's business produced and held by Party B or held by other means are confidential information of Party A, and Party A may request Party B to provide or deliver them to Party A at any time. When Party B leaves his post for any reason, Party B agrees to immediately deliver all the above documents or materials to Party A and complete relevant procedures.
(c) After the end of the employment period, Party B is still obliged to keep confidential the business secrets obtained during the employment period mentioned in this article until the information becomes public knowledge of the industry.
Article 5
Rights and risks
Unless otherwise agreed, the profits, risks and losses of Party A, as well as the ownership and rights and interests of Party A's tangible and intangible assets, including (but not limited to) all intellectual property rights owned by Party A now and in the future, shall be shared and shared by shareholders in proportion to their respective contributions to Party A's registered capital.
Article 6
Party B's liability for breach of contract
6. 1
Party B agrees to mortgage all _ _ _ _ _ _ _ _ properties.
6.2 During the pledge period, Party B shall not use the shares for transfer, assignment or guarantee, but still enjoy the rights and risks mentioned in Article 9 and the corresponding voting rights of shareholders.
6.3
For the shares pledged by Party B, Party A shall not transfer, transfer or set a guarantee. Only in the case of Party B's breach of contract, with the consent of Party A's board of directors, can part or all of the pledged shares be auctioned to recover Party B's liability for breach of contract.
6.4 Party B's liability for breach of contract is not limited to the value of pledged shares. When the losses caused by Party B exceed the value of its shares, Party A and Party C also have the right to hold Party B liable for breach of contract in other ways.
Article 7
Governing law
7. 1 The signing, entry into force, interpretation, modification, performance and termination of this Agreement shall be governed by the laws of People's Republic of China (PRC).
Article 8
settlement of dispute
All parties shall try to settle any disputes, differences or claims arising from the interpretation and performance of this Agreement or related to this Agreement through friendly negotiation. If one party fails to settle the matter through consultation within 30 days after submitting the notice to the other party, it may seek judicial settlement.
Article 9
other
9. 1
Any party's failure or delay in exercising any rights or powers under this Agreement or any other contract or agreement related to this Agreement shall not be deemed as waiver, and the sole or partial exercise of any rights or powers does not exclude any other or future exercise of these rights. In addition, nothing under this Agreement shall constitute a waiver of any right or power or claim by either party.
9.2 This Agreement cannot be changed orally, but can only be modified through a written agreement signed by all parties, and submitted to the relevant departments in China (if required).
9.3 The terms in this agreement shall be binding on the heirs, successors and personal representatives of all parties to this contract, and ensure their rights and interests.
9.4
Both parties agree to sign the shipping documents and do all necessary or incidental things for the implementation and performance of this Agreement in accordance with the relevant laws of China and this Agreement and its amendments from time to time.
9.5 This Agreement is made in _ _ _ _ copies, with each party holding _ _ _ _ copies.
9.6 This Agreement shall come into force after being signed by all parties.
Party A: _ _ _ _ _ _ Signature: _ _ _ _ _ Seal: _ _ _ _ _ _ _ Time: _ _ _ _ _ _ _ _ _
Party B: _ _ _ _ _ _ Signature: _ _ _ _ _ Seal: _ _ _ _ _ _ _ Time: _ _ _ _ _ _ _ _ _
Party C: _ _ _ _ _ _ Signature: _ _ _ _ _ Seal: _ _ _ _ _ _ _ Time: _ _ _ _ _ _ _ _ _
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