Foreign technology transfer contract

Party A is: China _ _ _ _ _ _ _.

Contract factory: China _ _ _ _ _ _ _

Party B is a _ _ _ _ _ _ _ _ _ _ _ _ _ company (hereinafter referred to as Party B).

Chapter I Contents of the Contract

1. 1 Party B agrees to provide Party A with written and unwritten know-how for manufacturing _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. The varieties, specifications and technical performance of the contract products produced by this technology are as follows:

1. 1. 1 variety:

1. 1.2 specification:

1. 1.3 technical performance:

1.2 Party B shall be responsible for providing Party A with the know-how and all other relevant technical materials for manufacturing, using and selling the contract products.

1.3 Party B is responsible for arranging Party A's technical personnel to be trained in Party B's factory, and Party B shall take effective measures to enable Party A's personnel to master the technology of manufacturing contract products.

1.4 Party B shall send qualified technicians to Party A's contract factory to provide technical services.

1.5 Party B agrees to provide Party A with spare parts for the contract products at the most favorable price when Party A needs them. At that time, the two sides will sign another agreement.

1.6 Party B is responsible for providing relevant consultation on key equipment required by Party A in this contract.

1.7 party b shall provide party a with prototypes, castings and spare parts of the contract products.

1.8 Please refer to Chapter VIII of this contract for the provisions on Party A's sale of contract products and use of Party B's trademark.

Chapter II Definition

2. 1 Contract products refer to all products listed in Annex I to this contract.

2.2 Blueprint refers to the copy of the general plan, manufacturing drawings, material specifications and parts catalogue currently used by Party B to manufacture the contract products.

2.3 Technical data refers to all proprietary technologies and other relevant design drawings and technical documents currently used by Party B to produce the contract products.

2.4 Standards refer to the standards adopted and formulated by Party B in the technical materials for manufacturing the contract products provided to Party A..

2.5 The input fee refers to the payment made by Party A for the design and manufacturing technology of the contract products provided by Party B to Party A in the form of technical data transfer according to the provisions of Articles 1.2, 1.3, 1.4, 1.6 and 1.7 in Chapter 1 of this contract.

2.6 Royalty refers to the fees paid by Party A to Party B for Party B's continuous provision of technical consultation and assistance and Party A's continuous use of Party B's trademark and proprietary technology during the validity period of this contract.

2.7 The term of validity of the contract refers to the period from the effective date of the contract to the termination of the contract specified in Article 14.3 of the contract.

2.8 _________。

Chapter III Price

3. 1 According to the provisions of Chapter I of this contract, the contract fees paid by Party A to Party B are as follows:

3. 1. 1 The registration fee is USD _ _ _ _ _ _ (in words), which refers to the information transfer fee and technical training fee related to the contract products, including all expenses of technical information before delivery. The admission fee is fixed.

3. 1.2 After the contract products pass the acceptance, the royalty for each contract product sold by Party A shall be _ _ _ _ _% of the base price. Parts purchased by Party A from Party B are not included in the royalty.

3. 1.3 The basic price for calculating the royalty should be _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

3.2 Party B agrees to resell the contract products produced by Party A. The amount of the resold products is _ _ _ _ _% of the total royalties paid by Party A to Party B. The resold products shall meet the technical performance standards provided by Party B. The variety, specification, quantity and delivery date of each resold product shall be determined by both parties through friendly negotiation.

The price of returned products shall be calculated according to the commission base price stipulated in Article 3.65438 +0.3, which is _ _ _ _ _ _ _% of the catalog price.

Chapter IV Payment and Payment Methods

4. 1 All expenses under this contract shall be paid by both parties in US dollars.

The payment made by Party A to Party B shall be made through Bank of China and Bank of China.

If Party B and Party A repay the money, the money shall be handled through the Bank of China.

All expenses incurred in China Bank shall be borne by Party A. Bank expenses outside China shall be borne by Party B. ..

4.2 Party A shall pay the contract fees specified in Chapter III of this contract to Party B in the following ways and at the following time:

4.2. 1 Party A shall pay Party B the registration fee of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.

(a) Letter of guarantee issued by Party B. If Party B fails to deliver the technical data as stipulated in the contract, Party B promises to pay back _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.

(b) One original and one copy of the sight draft.

(d) One original and one copy of the certificate issued by Party B that the technical data, prototypes, castings and spare parts of the first-stage products have been delivered. ..

4.2.2 Party A shall pay _ _ _ _ _ _ _ _ _ _ _ USD to Party B.

(a) One original and one copy of the sight draft.

(b) One original and three copies of the commercial invoice.

(d) One copy of the technical data and the prototype of the second-stage product issued by Party B, and one copy of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.

4.2.3 After the acceptance of the first batch of prototypes of the contract products, Party A shall pay Party B _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

(a) One original and one copy of the sight draft.

(b) One original and three copies of the commercial invoice.

4.3 The royalty stipulated in Chapter III of this contract will be paid by Party A to Party B according to the following methods and conditions after the sample products pass the acceptance.

4.3. 1 Party A shall, within _ _ _ _ days after the end of each calendar year, submit to Party B the actual sales report of various models of products of Party A in the previous calendar year.

4.3.2 Party B may send representatives to the contract factory every year to check and verify the actual sales report of Party A's contract products, and Party A will provide assistance. The expenses for Party B to come to China shall be borne by Party B. If there is a great difference in the quantity of contract products listed in the summary and/or report during the inspection, Party A and Party B shall discuss the difference and negotiate to take correct measures.

4.3.3 Party A shall pay the royalty to Party B within _ _ _ _ _ days after receiving the following documents from Party B:

(a) One original and one copy of the sight draft.

(b) One original and three copies of the commercial invoice.

4.3.4 Within the year when the contract expires, Party A will submit the final sales report of the contract products within _ _ _ _ days after the termination of the contract, so that Party B can calculate the royalty.

4.4 According to the provisions of this contract, if Party B needs to pay fines and compensation to Party A, Party A has the right to deduct them from any of the above amounts.

Chapter V Payment of Technical Data

5. 1 Party B shall deliver the technical data at _ _ _ _ _ _ _ airport or station. The stamp date of _ _ _ _ airport or station is the effective delivery date of technical data. Party A shall confirm receipt of the information within two weeks after receiving it.

5.2 Technical data, prototypes, castings and spare parts of the first-stage products.

5.2. 1 Within _ _ _ _ _ weeks after the contract comes into effect, Party B must issue a set of blueprints, a set of auxiliary drawings and a set of standards. Delivery can be made in batches.

5.2.2 Within _ _ _ _ _ weeks after the contract comes into effect, Party B must issue all technical data, prototypes, castings and spare parts related to the first-stage contract products.

5.3 Technical data and prototype of the second-stage products.

5.3. 1 Within _ _ _ _ _ weeks after the start of the second phase, Party B must issue a set of blueprints, a set of second base maps and a set of standards related to the products in the second phase. Delivery can be made in installments.

5.3.2 Within _ _ _ _ _ weeks after the start of the second stage, Party B must issue all technical data, prototypes, castings and spare parts related to the contract products in the first stage as soon as possible.

5.4 Within _ _ _ _ _ hours after each batch of technical data or prototypes, castings and spare parts are shipped, Party B shall telegraph the number of air waybill, date of air waybill, data number, contract number, number of pieces and weight to Party A. At the same time, Party B shall send the following documents to Party A by airmail:

(a) One original and two copies of the air waybill.

(b) Detailed list of delivered technical data, prototypes, castings and spare parts in duplicate.

5.5 If the technical data or prototypes, castings and spare parts provided by Party B are lost or damaged in transit, Party B shall reissue them to Party A free of charge as soon as possible not later than _ _ _ _ months after receiving the written notice of loss or damage from Party A. ..

5.6 The delivered technical data shall be packed firmly, suitable for long-distance transportation and repeated handling, and waterproof and moisture-proof.

The following contents should be marked in English on the inside and outside of each packing box:

(a) contract number

Transport marking

(4) technical information destination

Weight (kg)

Destinations of prototypes, castings and spare parts

5.7 Each case shall be accompanied by a detailed packing list in quadruplicate.

Chapter VI Improvement and Modification of Technical Data

6. 1 In order to adapt to China's design standards, materials, process equipment and other production conditions, Party A has the right to modify and change Party B's technical data without changing Party B's basic design. Party A must inform Party B of these modifications and changes. Party B has the responsibility to assist Party A to modify the technical data during the training or technical guidance.

6.2 Party A must add a suffix to the model to distinguish the modifications that affect the shape, fit or function, and notify Party B. ..

6.3 During the validity period of the contract, both parties shall submit the technical data of improvement and development to the other party free of charge for any improvement and development within the scope stipulated in the contract.

6.4 The improved and developed technology belongs to the party that improves and develops the technology.

Chapter VII Quality Acceptance Test

7. 1 In order to verify the reliability of the contract products manufactured according to the technical data provided by Party B, Party A and Party B shall * * * check and accept the technical performance and requirements of the contract products in the contract factory. If necessary, it can also be tested or redone in Party B's factory. Party A may send designated personnel to verify the repeated test, and Party B shall be responsible for the expenses of the repeated test and Party B's personnel, and Party A shall be responsible for the expenses of Party A's personnel and translators participating in the repeated test.

7.2 The technical performance of the test products shall meet the standards provided by Party B in this contract, that is, they have passed the appraisal. Party A and Party B shall sign the contract product acceptance certificate in duplicate, with each party holding one copy.

7.3 If the technical performance of the test product fails to meet the technical parameters specified in the annex, both parties shall negotiate amicably, study and analyze the reasons, take measures to eliminate the defects, and then conduct the second acceptance.

7.4 If it is Party B's responsibility to inspect unqualified products, all expenses incurred by Party B's sending people to participate in the second acceptance shall be borne by Party B. If it is Party A's responsibility, the expenses shall be borne by Party A. ..

7.5 If the second inspection is still unqualified, if it is the responsibility of Party B, Party B shall compensate for the direct losses suffered by Party A, take measures to eliminate defects, and participate in the third inspection at the expense of Party B. If it is the responsibility of Party A, the expenses shall be borne by Party A. ..

7.6 If the tested product fails to pass the third test, both parties will discuss the execution of the contract. If it is the responsibility of Party B, Party A has the right to modify this contract according to Article 9.8 of this contract. If it is the responsibility of Party A, both parties shall further discuss the implementation. Party B will provide technical suggestions to improve the unqualified prototype according to Party A's requirements.

Chapter VIII Export and Trademark of "Contract Products"

8. 1 The "Contract Products" produced by Party A can be sold in China and exported to other countries under the following conditions:

8. 1. 1 Party A shall first negotiate with Party B to arrange sales in the area where Party B's sales/distribution network is located (the sales and distribution network includes Party B's subsidiaries and agents). The quantity and items of export sales will be decided through friendly negotiation. If it cannot be arranged, Party A is free to export. However, Party A must notify Party B of the goods, quantity and buyer's name within one week after the transaction is completed.

8. 1.2 Party A is free to sell in areas that do not belong to Party B's sales/distribution network.

8.2 Party B shall not interfere with Party A's right to sell the contract products to any country (including the country where Party B's sales/distribution network is located) on the mainframe in China. In order to maintain the mainframe exported from China, Party A is free to sell the "Contract Products" as accessories.

8.3 During the contract period, Party A may use the trademark used by Party B, and indicate the trademark of Party A on the "Contract Products" and indicate "Made in People's Republic of China (PRC) * * * and _ _ _ _ _ _". The trademark license shall be signed separately by Party A and _ _ _ _ _ _ _.

8.4 When using the trademark, the "contract products" produced by Party A must meet the standards provided by Party B under this contract. When necessary, Party B may conduct sampling inspection once a year. When the sampling test results do not meet the standards provided by Party B, Party B shall advise Party A to improve the unqualified "contract products" and re-test them within _ _ _ _ months. If the result is still unsatisfactory, Party B may suspend Party A's right to use its trademark. Party A may submit another sample to Party B for testing. When the re-sampling test results meet the standards provided by Party B, Party B will give Party A the right to use its trademark again.

Chapter IX Guarantee

9. 1 Party B guarantees that the technical data it provides are the latest technical data used by Party B when the contract comes into effect. During the contract period, Party B will promptly send Party A a technical notice of design changes and technical improvement and development materials of the "Contract Products".

9.2 Party B guarantees that the technical data it provides are complete, clear and reliable, and delivered on time according to the provisions of Chapter 5. The relevant definitions are as follows:

9.2. 1 "complete" means that the materials provided by Party B are all the materials specified in the annex to this contract, and are completely consistent with the materials currently used by Party B's own factory.

9.2.2 "Reliable" means that the contract products manufactured by Party A according to the technical data shall meet the technical specifications of the contract products provided by Party B according to this contract.

9.2.3 "Clear" means that the patterns, curves, terms and symbols in the data are easy to see.

9.3 If the technical information provided by Party B does not conform to the provisions of Article 9.2, Party B must send the missing information or clear and reliable information to Party A free of charge within _ _ _ _ days after receiving the written notice from Party A. ..

9.4 If Party B fails to deliver the materials within the time specified in Chapter V or Article 9.3 of this contract, Party B shall pay a fine to Party A in the following proportion.

If the payment is delayed for _ _ _ _ _ _ _ _ _ years.

If the delivery is delayed for more than _ _ _ _ _ _ weeks, the penalty for each week of delay is _ _ _ _ _% of the total registration fee.

9.5 When the event mentioned in Article 9.4 occurs, the total fine paid by Party B to Party A shall not exceed _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.

9.6 The penalty paid by Party B to Party A as stipulated in Article 9.4 shall be calculated according to the number of whole weeks of late delivery.

9.7 After Party B pays the fine to Party A, it does not relieve Party B of its obligation to continue to deliver the above materials.

9.8 According to the provisions of Chapter VII, if the product is unqualified for three times due to the responsibility of Party B, the following measures shall be taken:

9.8. 1 If Party A cannot put into production due to unqualified products, Party A must modify the contract and take effective measures to delete the unqualified products from the contract. Party B shall refund the money paid by Party A. This refund amount is limited to the unqualified products within the total scope of the contract products. Plus _ _ _ _ _ _ _% annual interest.

9.8.2 If the contract is modified according to Article 9.8. 1, Party A will give up the right to manufacture only those unqualified products and parts, and Party A will return all the documents that are helpful for manufacturing these unqualified products, which cannot be copied or destroyed.

Chapter X Licensing and Proprietary Technology

10. 1 Party B guarantees that it is a legal person who provides Party A with licenses and know-how according to the provisions of this contract, and can legally transfer the above licenses and know-how to Party A without any accusation from any third party. If a third party files an infringement complaint, Party B shall handle the complaint together with the third party and bear legal and economic responsibilities.

10.2 a complete _ _ _ _ _ _ _ list.

10.3 after the termination of this contract, Party A still has the right to use the license and know-how provided by Party B without any obligations and responsibilities. After the termination of the contract, the right to use the _ _ _ _ _ _ trademark will also be terminated.

10.4 both parties shall perform this contract and shall not disclose or publish any technical data or commercial information provided by both parties to any third party in any way.

Chapter II XI Taxes and Fees

1 1. 1 All taxes and fees arising from the performance of this contract outside China shall be borne by Party B.

1 1.2 During the execution of this contract, Party B's income in China shall be taxed according to China tax law. This tax shall be deducted by Party A at each payment, and a copy of the receipt of the tax bureau shall be submitted to Party B. ..

Chapter XII Arbitration

12. 1 All disputes arising from the execution of this contract shall be settled by both parties through friendly negotiation. If negotiation fails, it shall be submitted for arbitration.

12.2 The place of arbitration is in Beijing, and the arbitration shall be conducted by the Foreign Economic and Trade Arbitration Commission of China Council for the Promotion of International Trade in accordance with its provisional rules of arbitration procedure.

12.3 the arbitral award is final and binding on both parties, and both parties shall abide by it.

12.4 the arbitration fee shall be borne by the losing party.

12.5 during the arbitration, this contract shall be continued by both parties except the arbitration part.

Chapter XIII Force Majeure

13. 1 If the execution of the contract is affected by war, serious fire, flood, typhoon or earthquake, the contract period will be delayed by the time equivalent to the time affected by the accident.

13.2 The responsible party shall cable the force majeure accident to the other party as soon as possible, and submit the certification documents issued by the relevant authorities to the other party by registered airmail for confirmation within _ _ _ _ _ _ _ _ _.

13.3 if the force majeure accident lasts for more than _ _ _ _ _ _ days, both parties shall settle the issue of continued execution of the contract through friendly negotiation as soon as possible.

Chapter XIV Entry into Force of Contract and Others

14. 1 After the contract is signed by the representatives of Party A and Party B, both parties shall apply to their respective governments for approval, with the date of final approval by one party as the effective date. Both parties shall do their best to obtain approval within _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ If this contract fails to come into force within _ _ _ _ _ months after signing, this contract is not binding on both parties, and the approval period can be extended with the consent of both parties.

14.2 this contract is written in _ _ _ _ _ and Chinese in quadruplicate, both texts are equally authentic. The Chinese version and the _ _ _ _ _ _ _ _ text are in duplicate, and each party holds one copy.

14.3 this contract shall be valid for _ _ _ _ _ years from the effective date of the contract. After the expiration of the validity period, this contract will automatically become invalid. Unless otherwise agreed by both parties within the validity period of the contract, when Party B comes to China for guidance, both parties will sign a memorandum for confirmation.

14.3. 1 At any time _ _ _ _ _ _ _ months before the expiration of the contract, Party A or Party B may request to negotiate the extension of the contract, and then sign the special terms for the extension of the contract.

14.4 the first phase of the contract starts on the effective date of the contract, and the second phase of the contract is expected to start on the _ _ _ _ _ month after the effective date of the contract.

14.5 Before the termination of the contract, the outstanding creditor's rights and debts under any contract will not be affected by the termination of the contract. The termination of the contract does not relieve one party of its debts to the other.

14.6 annexes to this contract are an integral part of this contract and have the same effect as the text of the contract.

14.7 from the effective date of the contract, all correspondence between the two parties before the signing of the contract will automatically become invalid.

14.8 this contract can only be modified and supplemented according to the written documents signed by the authorized representatives of both parties. These documents will become an integral part of the contract.

14.9 the communication between the two parties for the performance of this contract shall be written in Chinese in duplicate.

14. 10 Without the prior consent of the other party, both parties shall not transfer any rights and/or obligations of this contract to a third party.

Nothing in this contract will affect the trade between _ _ _ _ _ and any other country.

14. 12 party a agrees to purchase a batch (raw materials or semi-finished products) from party b, so that party a can produce "contract products" with the amount of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. The sequence and plan of specific parts will be determined by the inspection team in _ _ _ _ _ _ _ _ _.

Chapter XV Legal Address

Party A: China _ _ _ _ _ _ _ _

Address:

Telephone:

Contract factory:

Address: * * People's Republic of China (PRC) and _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.

Telephone:

Party B: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Address:

Telephone:

Party A (seal): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Factory (seal):

Agent of Party A (signature): _ _ _ _ _ _ Representative (signature):