An international technology trade contract is a legal document that stipulates the rights and obligations of both parties and is concluded between the parties belonging to two countries for the purpose of technology transfer. Its form often corresponds to international technology trade methods, such as licensing contracts, technical service and consulting contracts, cooperative production contracts, equipment contracts, etc. Among them, the licensing contract is the most basic, typical and common form. Technical services and consulting contracts are also typical and widely used. Therefore, only these two contract forms are introduced here. A licensing contract refers to a licensing agreement signed between a technology supplier in a licensing trade and the other party to allow the technology recipient to use its intellectual property or proprietary technology for a fee. Depending on the degree of authorization, there are types such as exclusive license contracts, exclusive license contracts, general license contracts, transferable license contracts, and cross-license contracts. Depending on the subject matter of the contract, there are types such as patent licensing contracts, trademark licensing contracts, and proprietary technology licensing contracts.

Due to different types of licensing contracts, their contract terms and contents have the same parts, but also have their own special parts.

Terms and contents

The terms and contents of various licensing contracts are as follows:

⑴Contract name and number. The contract name must accurately reflect the content, nature and characteristics of the contract. For example, "××Patent License Contract". The contract number is a specific symbol for identifying the contract, which reflects the country of the licensor, the name and department of the licensee, the year of signing, etc.

⑵ Signing time and place. The signing time is the official signing date of both parties, and the signing location is often related to the signing time. The time and place of signing often involve issues such as the effectiveness of the contract, application of law, and taxation.

⑶Legal name and address of the parties. This is indispensable for relevant communications, and is also one of the basis for determining the court's jurisdiction and applicable law when a dispute arises between the two parties.

⑷In view of the clause, the statement "in view of..." is commonly used, hence the name. It is a narrative clause used to explain the background, intention and purpose of the contract between the parties. It must particularly explain the legality of the licensor's possession of the technology or rights and the licensee's experience and ability to accept the technology.

⑸ Define terms. In order to make the content of the contract clear and concise, the following words are often defined: important nouns and terms related to the subject matter of the contract; important nouns and terms that have different understandings or are prone to ambiguity under the laws or practices of various countries; important professional technologies. Terminology; nouns and terms that appear many times in the contract and need to be simplified. It should be noted that the defined nouns and terms should have the same meaning when they appear in various clauses of the same contract.

⑹ Content and scope of technology transfer. This is the core part of the entire contract and the basis for confirming the rights and obligations of both parties. It mainly stipulates: specific technical names, specifications, required performance and technical indicators; the method of transfer (including the scope and content of contract product design data and production technical data), and the responsibilities that the supplier should bear in terms of technical training and technical services. Responsibilities and obligations, specific number of people and methods of training, scope of technical services and treatment conditions, goals to be achieved, areas where the recipient can use the technology to manufacture, sell and export licensed products; how to use trademarks, etc.

⑺Exchange of technological improvements and developments. During the contract period, both parties may make some new improvements or developments to the originally transferred technology. Generally speaking, the ownership of improved and developed technology shall belong to the party who made the improvement and development. Both parties shall undertake the obligation to continuously exchange such improved and developed technology. The exchange method for such improved or developed technology should be clearly stipulated in the contract. The terms that stipulate that the licensor provides improved and developed technologies to the licensee are usually called "continuation of technical assistance clauses", and the terms that require the licensee to provide improved and developed technologies to the licensor are called the principle of reciprocity of costs and consistent exchange period.

⑻ Delivery of technical documents. This clause includes the time, place and method of delivery of technical documents, requirements for packaging of technical documents, remedies for short loss of technical documents, weights and measures system for the use of text and technical parameters in technical documents, etc.

⑼ Technology price and payment. Technology price refers to the monetary expression of the technology royalties that the technology recipient is willing to pay to obtain the right to use technology and that is acceptable to the supplier.

Different from the pricing of tangible goods, technology pricing is a complex issue. Its level depends on a variety of factors, mainly the direct costs advanced by the supplier to complete the transaction; the profit expected by the supplier; the life cycle of the technology and the location of the technology. cycle stage; the amount of sales technical services provided by the supplier; the purpose and scope of technology use; the supplier's authorization level to the recipient, the supplier's guarantee for the technology and the recipient's ability to accept; the technology supply and demand situation; the economic benefits of the technology; the recipient The political environment of the country and the protection of property rights, etc. ．

The method of payment for technology price is also different from that for tangible goods. There are three common methods: one is lump sum payment. That is, the technology usage fee, technical data fee and technical service fee are calculated and added up at once, and the total amount is paid in one lump sum or in installments. The second is commission payment. That is, after the technology is implemented, a certain percentage will be withdrawn year by year based on the output or sales of the contracted product or the profits earned as the technology price. The third is payment of entry fee plus commission. That is, when the contract comes into effect or the recipient receives the technical data, the agreed amount will be paid first, and then the fee will be commissioned year by year.

⑽Guaranteed. This clause is mainly to protect the interests of the licensee and strengthen the licensor's responsibility. It includes rights guarantee and technical guarantee. Rights guarantee mainly means that the licensor should guarantee that it is the legal owner of the transferred technology and has the right to transfer the technology. This transfer does not infringe the rights of any third party within the territory specified in the contract. Technical guarantee means that the supplier guarantees that it will provide technology as stipulated in the contract, that the technology it provides is safe and practical, and that it can produce qualified contract products. In the warranty terms, it mainly stipulates the content of technical guarantee. Rights guarantees are mainly stipulated in the terms of consideration, infringement and other provisions.

⑾Other terms. In addition to the above terms, the license contract also contains terms and contents such as "claims, force majeure, taxes, application of law and dispute resolution, contract period, text and signature, contract attachments, etc. These contents are similar to general commodity sales contracts, so No need to go into details.

The special terms of various licensing contracts are provisions that must be stipulated based on the specific characteristics of the subject matter of the contract.

The special terms of patent licensing contracts include patent terms and patent retention. Terms, etc.

Patent Terms

This clause should clarify the legal status of the transferred patented technology, list the patent number, patent application country, application time and validity period. For patents that are being applied for, the contract must specify how the rights and obligations of both parties will change in the future depending on the outcome of the application, etc. Most countries stipulate that the patentee must pay an annual fee to maintain the patent right. Effective. Therefore, it should generally be stipulated in the contract that the licensor is obliged to pay annual fees in accordance with the law to maintain the validity of the transferred patent; if the patent becomes invalid due to failure to pay the annual fees, the contract will be terminated accordingly. It should also include provisions stipulating the use, infringement and handling of patent marks, etc.

The special terms of the trademark license contract mainly include: the content and characteristics of the trademark, the legality and validity of the trademark; the recipient. Forms of trademark use; management of trademark logos; rights to supervise product quality, etc.

Main special terms

The special terms of the proprietary technology license contract mainly include: initial confidentiality agreement, Confidentiality and assessment and acceptance clauses. The initial confidentiality agreement is mainly a confidentiality agreement reached by both parties during technical negotiations, ensuring that if the technology trade contract is not reached, the recipient is obligated to keep the information obtained from the supplier within a certain period of time. All technical secrets shall be kept confidential. The confidentiality clause is the confidentiality responsibilities, measures and other provisions in the transaction contract between the two parties.

Assessment and acceptance clauses

The "delivery of technology trade". "The process is actually a process in which the supplier transfers and imparts technical knowledge, experience and skills to the recipient. In addition to handing over technical data, the most important thing is to "delivery" to the recipient in the form of words and deeds. Whether "delivery" Completion? Does the "goods" delivered meet the contract requirements? In technical trade, these problems can only be solved by assessing the contract products. Therefore, the following main contents must be specified in the assessment and acceptance terms: Product model for assessment and acceptance. , specifications, quantities, content, standards, methods, and times of assessment and acceptance, location and time of assessment and acceptance, provision of key special testing instruments and equipment used, arrangements and responsibilities of personnel participating in the assessment and acceptance of both parties, assessment cost burden, assessment results handling, responsibility for failure in assessment, economic and legal responsibility, etc.

Technical services and consulting are also a commonly used method of technical trade in international technical trade practice. Since their content, scope and form are quite wide, the contents of their contracts are also different. But generally speaking, technical service and consulting contracts mainly include the following aspects.

⑴The subject matter of the contract

Mainly stipulates the name of the contract project, service content and the ultimate problem to be solved or the technical requirements to be achieved.

⑵Service requirements and forms

In this clause, the number of technicians dispatched by the service party, grade, qualifications, work progress, working location and treatment conditions should be stipulated. The number, qualifications, training time, location, method and treatment conditions of the personnel receiving training, the time, location and method of the service provider providing information or reports, and the time limit for completing technical services and consultation.

⑶ Responsibilities of both parties

The entrusting party must truthfully introduce the situation and provide convenience for the service party's on-site inspection; pay the technical service consulting fee as required; accept the other party's work results on time. The service party must do its best to serve the other party; submit reports in a timely manner; answer the questions raised by the other party in a timely manner; maintain confidentiality for the other party, etc.

(4) Acceptance and processing of consulting reports

If it is a consulting service, the service party must provide a consulting report within a certain period of time after the consulting report period ends, and both parties will hold a defense meeting. , the service provider will answer the questions or doubts raised by the entrusting party. If data errors or other problems are found in the report, a time limit for correction should be specified and the final deadline for the acceptance report should be determined.

⑸Other terms

Others such as pricing and payment of technical services and consulting; breach of contract and its handling; guarantees and guarantees regarding engineering design, product development and other technical service contracts must be specified in the contract.

Code abbreviation and full name 110 General trade General trade 130 Barter trade Barter trade 139 Tourism shopping products are used for tourists’ export small batch orders of less than 50,000 US dollars 200 Material abandonment voluntarily abandon incoming materials or imported processing materials that are handed over to customs for processing Parts 214 Processing with supplied materials Processing and assembly trade Imported materials and parts and processed export goods 243 Special oil for processing Special oil for processing 245 Domestic sales of incoming materials and parts Incoming materials for processing Materials and parts transferred to domestic sales 255 Incoming materials for deep processing Incoming materials for deep processing Carry-over goods 258 Incoming materials Residual materials are carried forward for processing of incoming materials 265. Incoming materials are returned for processing and re-shipped out of the country. 300. Return of incoming materials and parts. Return and exchange of incoming materials for processing 320. No pricing. Equipment processing trade is not provided by foreign investors. Priced imported equipment 345 Reduction and exemption for incoming materials and finished products Processed products with incoming materials can be converted into tax exemptions with tax exemption certificates 400 Finished products give up voluntarily giving up incoming materials and imported processed finished products that are handled by the customs 420 Processing trade equipment Imported equipment provided by foreign investors under processing trade 444 Guarantee Finished goods imported from the bonded area are taxed as finished products. Finished goods processed from bonded areas are taxed as finished goods. Finished goods processed from bonded areas are taxed as finished goods. Finished goods processed from bonded areas are taxed as finished goods. Processing equipment is sold domestically. Processing trade tax-free imported equipment is transferred to domestic sales 456. Processing equipment Carry-forward of processing trade tax-free imported equipment 466 Return of processing trade tax-free imported equipment out of the country 500 Carry-over of exempted and exempted equipment used for carry-over of tax-reduced and exempted equipment within the supervision period 513 Compensation trade Compensation trade 544 Materials and parts imported into the protected area The finished products processed in the bonded area that are taxed on the basis of materials and parts are converted into goods for domestic sales 545 The materials and parts incoming from the bonded area are taxed according to materials and the finished products are converted into goods for domestic sales 615 The imported materials are processed by counterparties (counterpart contract) 642 The imported materials are Production top feed, feed processed finished product, production top feed 644, feed materials and parts are sold domestically, feed materials and processed parts are transferred to domestic sales 654, feed materials are forwarded for deep processing, feed materials are forwarded for deep processing, 657, feed remaining materials are forwarded, feed processing remaining materials are forwarded 664. Return of imported materials and parts for processing and re-shipment out of the country 700 Return and exchange of imported materials and parts Return and exchange of imported materials and parts 715 Non-counterpart processing of imported materials (non-counterpart contract) 744 Waiver and exemption for imported finished products with receipt of imported processed finished products Tax exemption certificate converted to tax reduction 815 Low-value auxiliary materials Low-value auxiliary materials 844 Incoming scraps and scraps are sold domestically, scraps and scraps are sold domestically 845 Incoming scraps and scraps are sold domestically and scraps and scraps are sold domestically 864 Incoming scraps and scraps are returned and scraps and scraps are sold domestically, and scraps and scraps are sold domestically. Export 865 Re-export of scraps and scraps from incoming materials Re-export of scraps and processing 1110 Trade with Taiwan Direct trade with Taiwan 1139 National oil materials Bonded oil and materials added to Chinese transport vehicles 1200 Goods in bonded rooms Bonded areas and goods between bonded warehouses Customs transit 1215 Bonded factory Bonded factory 1233 Bonded warehouse goods Bonded warehouse inbound and outbound goods 1234 Bonded area warehousing and transshipment Bonded area inbound and outbound warehousing and transshipment goods 1300 Repair items import and export repair items 1427 Discharge processing Discharge processing 1500 Lease less than one year Lease term less than one year Lease trade goods 1523 Lease trade goods with a lease term of one year or more 1616 Consignment sales Consignment and consignment trade 1741 Duty-free goods Duty-free goods 1831 Foreign exchange goods Duty-free foreign exchange goods 2025 Joint ventures and cooperation equipment Joint ventures and cooperative enterprises import equipment and items as investments 2215 Three Incoming materials and processing Foreign-funded enterprises import materials and parts and export finished products to fulfill export contracts 2225 Foreign-invested equipment and items Equipment and items imported by foreign-invested enterprises as investments 2439 Office supplies imported by permanent establishments for public use by foreign permanent establishments 2600 Temporary import and export goods Temporary import and export goods 270

0 Exhibits Imported and exported exhibits 2939 Display samples Imported display samples that are no longer shipped for export by commercial institutions in China 3010 Goods samples and advertising materials A Goods samples and advertising materials imported and exported by units with operating rights 3039 Goods samples and advertising materials B Goods imported and exported by units without operating rights Advertising items 3100 Goods without compensation without compensation 3339 Other imports free of charge Other imports provide goods free of charge 3410 Contracted project imports Foreign contracted projects imported materials 3422 Foreign contracted exports Foreign contracted projects exported materials 3511 Aid materials Free aid materials to countries and international organizations 3611 Free military Free military aid 3612 Materials donated by overseas Chinese, compatriots from Hong Kong, Macao and Taiwan, and foreign Chinese 3910 Direct military equipment with authorized military equipment (with operating rights) 3939 Direct military equipment without authorized military equipment (without operating rights) 4019 Small border small amount Amount of trade (excluding cross-border trade) 4039 Small-amount trade with Taiwan 4200 Repatriation of used public items by our overseas agencies 4239 Purchase of official supplies purchased by our overseas agencies abroad and shipped back to the country 4400 Return and Exchange of Incoming Materials Finished Products Return and Exchange of Incoming Materials and Processed Finished Products 4500 Direct Return Direct Return 4539 Import Overflow and Mishandling Import Overflow and Mishandling of Goods 4561 Return of Goods Return of Inbound and Outbound Goods Due to Quality Inconsistency, Delay in Delivery, etc. 4600 Incoming Material Return and exchange of finished products Incoming materials Return and exchange of finished products 5000 Materials and parts entry and exit area is used for non-actual inbound and outbound goods inside and outside the zone 5015 Goods processed in the zone Enterprises in the processing zone import materials and parts and processed export finished products 5033 Warehousing goods in the zone Warehousing companies in the processing zone import and export goods from abroad Imported goods 5100 Finished goods entry and exit area is used for non-actual entry and exit goods inside and outside the area 5200 Corner transfers within the area are used for non-actual entry and exit goods inside and outside the area 5300 Equipment entry and exit area is used for non-actual entry and exit goods inside and outside the area 5335 Overseas equipment entering the area Equipment and materials imported from abroad by enterprises in the processing zone 5361 Return of equipment in the zone Return of equipment in the processing zone overseas 9639 Customs processing of goods Customs sale processing of overdue undeclared goods, smuggling of illegal goods 9700 Subsequent tax repayment without original customs declaration form Tax 9739 Other trade Other trade 9800 Lease tax Rent of leased trade goods with a lease period of one year or more 9839 Gifts for resale by diplomatic institutions for resale in domestic or international activities Leaving gifts and giving up special goods 9900 Others Other