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How to write a patent technology transfer contract

Signing time: Signing place: Contract number: Beijing, China, ×××× Company (hereinafter referred to as the “transferee”) is one party, ××× Country ××× City ×××× Company (hereinafter referred to as "the transferor") is the other party; in view that the transferor is the patent holder of ×××× technology; in view that the transferor has the right and agrees to transfer the right to use and manufacture the ×××× patented technology to and product sales rights are granted to the transferee; in view of the transferee's desire to use the transferor's patented technology to manufacture and sell products; the authorized representatives of both parties agree to sign this contract in accordance with the following terms through friendly negotiation. Article 1 Definition 1.1 "Patented technology" - refers to the technology listed in Appendix 1 of this contract. This technology has been approved by the China Patent Office on ××year×month×day and has obtained patent rights. Its patent number is × ×××. 1.2 "Transferor" - refers to the ×××× company in ××× City, ××× Country, or the company's legal representative, agent and property successor. 1.3 "Transferee" - refers to China ×××× Company, or the company's legal representative, agent and property successor. 1.4 "Contract Products"--refers to the products listed in Appendix 2 of the contract. 1.5 "Contract factory" - refers to the factory that produces contract products. The factory is located in XX City, XX Province, and is called XXXX Factory. 1.6 "Net sales price" - refers to the balance of the sales invoice price of the contract product after deducting packaging fees, transportation fees, insurance premiums, commissions, commercial discounts, taxes, purchased parts and other expenses. 1.7 "Patent information"--refers to the relevant information listed in Appendix 1 of this contract. 1.8 "Contract Effective Date"--refers to the date of the last party's approval by the relevant authorities of both parties to this Contract. Article 2 Contract Scope 2.1 The transferee agrees to obtain from the transferor, and the transferor agrees to grant the transferee the rights to design, manufacture and sell the contract products. The name, model, specifications and technical parameters of the contract products are detailed in Appendix 2 of this contract. 2.2 The transferor grants the transferee the license right to design, manufacture, use, sell and export the contract products in China. This right is non-exclusive and non-transferable. 2.3 The transferor is responsible for providing the transferee with the patent information of the contract products, including the name, content, application status and patent number of the patent. For detailed information, see Appendix 1 of this contract. 2.4 During the execution of the contract, if the transferee needs the transferor to provide technical services or some parts or raw materials required for production, the transferor is obliged to provide them to the transferee at the most favorable price, and the two parties will negotiate and sign a contract separately. . 2.5 The transferor agrees to the transferee’s right to use its trademark. The contract products may adopt the joint trademarks of both parties, or may be marked with the words "manufactured under the license of the lessor". Article 3 Contract Price 3.1 In accordance with the content and scope stipulated in Article 2, this contract uses commission method to calculate the price, and the currency of valuation is US dollars. 3.2 The calculation time of the commission fee under this contract starts from the ×× month after the effective date of the contract, and is calculated based on the calendar year. December 31 of each year is the settlement date of the commission fee. 3.3 The commission fee is calculated based on the net sales price of the contracted products in the current year, with a commission rate of ××. If the contracted products are not sold, the commission fee shall not be calculated. 3.4 Within 10 days after the settlement date of the royalty fee, the transferee shall submit to the transferor in the form of written notice the sales quantity, net sales and royalty fee payable of the contract products in the previous year, as well as the specific details of the net sales and royalty fee. Please refer to Appendix 3 of this contract for details of the calculation method. 3.5 If the transferor needs to audit the transferee's accounts, it shall notify the transferee within 10 days after receiving the written notice issued by the transferee in accordance with Article 3.4. For detailed audit content and procedures, see Attachment 4 to this contract. Article 4 Payment Conditions 4.1 For the royalties specified in Article 3 of this contract, the transferee will pay the royalties through ×××× Bank (here is the business bank of the transferee) and ×××× Bank (here is the transferor). business bank) is paid to the transferor, and the currency used in the payment is US dollars.

4.2 The transferor shall immediately issue relevant documents after receiving the written notice issued by the transferee in accordance with the provisions of Article 3.4. The transferee shall pay the commission within 30 days after receiving the following documents issued by the transferor and if they are verified to be correct. The fee is given to the transferor: A. The royalties are calculated in quadruplicates; B. The commercial invoice is in quadruplicates; C. The demand draft is in two copies. 4.3 According to the provisions of this contract, if the transferor needs to pay fines or compensation to the transferee, the transferee has the right to directly deduct it from the above payment. Article 5 Delivery and Improvement of Data 5.1 The transferor shall provide the transferee with the name and content of the patent information as specified in Annex II of this contract, as well as the transferor’s application for a patent with the China Patent Office. 5.2 The transferor shall deliver the patent information specified in Article 5.1 to the transferee at the same time as signing the contract. Since the patent information is readily available, the assignor is required to submit it when signing the contract. 5.3 During the validity period of the contract, if both parties improve and develop the technology involved in the contract products, they shall provide the improved and developed technical data to each other free of charge. 5.4 The ownership of improved and developed technologies belongs to the party that improves and develops them. The other party may not use these technical data to apply for patents or transfer them to third parties. Article 6 Infringement and Warranty 1. The transferor guarantees that it is the legal holder of all patented technologies and patented materials in this contract and has the right to transfer them to the transferee. If a third party accuses of infringement during the execution of the contract, the transferor shall The transferor is responsible for negotiating with third parties and assumes all legal and economic responsibilities arising therefrom. 2 The transferor guarantees that the patents involved in this contract are valid and legal during the execution of the contract. If the patent expires prematurely due to the assignor's fault, the assignor shall repay the fees paid by the assignee after the patent expires to the assignee, plus interest at the annual interest rate of ××, and repay the principal to the assignee together with the principal. square. 3. During the validity period of the contract, the transferor shall pay the patent maintenance fee on time in accordance with the relevant regulations of the China Patent Office to maintain the validity of the patent. 4. During the execution of the contract, if the legal nature of the patent involved in this contract changes, the transferor shall immediately notify the transferee of this situation in writing, and then the two parties will negotiate the implementation of this contract. Article 7 Taxes 7.1 All taxes and fees levied by the government of the People's Republic of China and the People's Republic of China on the transferee related to the execution of this contract shall be borne by the transferee in accordance with its current tax laws. 7.2 All taxes and fees levied by the government of the People's Republic of China and the State of China in accordance with its current tax laws from the transferor and related to the execution of this contract shall be borne by the transferor. Article 8 Dispute Resolution 8.1 All disputes arising from the execution of this contract or related to this contract shall be resolved by both parties through friendly negotiation. 8.2 If the two parties cannot reach an agreement through negotiation, the matter shall be submitted to a Chinese arbitration institution or a relevant Chinese court for resolution. If it is resorted to arbitration, it will be arbitrated by the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade in accordance with its Interim Rules of Arbitration Procedures; if it is through litigation, it will be heard by the People's Court of the place where the transferee is located in accordance with the relevant laws of China. . 8.3 The arbitration award or court judgment is final and binding on both parties. 8.4 Arbitration fees or litigation fees shall be borne by the losing party. 8.5 During the handling of the dispute, except for the part undergoing arbitration or litigation, other parts of the contract will continue to be executed. Article 9 Contract Effectiveness and Others 9.1 This contract was signed in Beijing on ×××year×month×day by authorized representatives of both parties. Each party shall apply for approval from its relevant authorities respectively, and the date of approval by the last party shall be the effective date of this contract. Both parties should make their best efforts to obtain contract approval within 90 days, and then notify the other party by telex and confirm by letter. 9.2 If this contract still fails to take effect six months from the date of signature, both parties have the right to cancel the contract. Once this contract is cancelled, the transferee shall return the patent information specified in Article 5.2 to the transferor. 9.3 The validity period of this contract is *× years from the effective date of the contract. Upon expiration of the validity period, this contract will automatically expire.

9.4 After this contract expires, if the patent involved in the contract is still valid, the transferee shall not continue to use this patent. If it needs to continue to use it, it shall renew the contract with the transferor. After this contract expires, if the patent involved in the contract is also valid, the transferee shall not continue to use the patent. When it expires, the assignee can continue to use the patent without paying any fees to the assignor. 9.5 When this contract expires, the outstanding claims and debts incurred by both parties will not be affected by the expiration of the contract, and they shall continue to perform their respective responsibilities. 9.6 During the execution of the contract, any changes, modifications, additions or deletions to its terms must be negotiated and agreed upon by both parties and signed in writing, which shall be an integral part of the contract and have the same effect as the contract. 9.7 This contract consists of Articles 1 to 9 and Attachments 1 to 4. The main text and attachments of the contract are inseparable parts and have the same legal effect. 9.8 This contract is written in English in 4 copies, with each party holding 2 copies. During the validity period of the contract, communication between the two parties shall be conducted in English, and formal notification shall be in writing and sent by registered airmail in duplicate. The legal addresses of both parties to the contract are as follows: A. ×××× company address: ×××× Fax: ×××× B. Transferor: ×××× Company address: ×××× Fax: ×××× Transferee Representative of the Party: Representative of the Transferor: (Signature) (Signature)