Contract For International Pfer Of Technology

contract for international pfer of technology

The pferee (Jia Fang).

Tel: the legal representative of the Chinese government is the following:

The pferor (Party B) is the company of the company.

Tel: the legal representative of the Chinese government is the following:

Chapter 1 Contents of contract

Article 1 Party B agrees to provide Party A with written and non written know-how for the manufacture of contract products.

The varieties, specifications and technical properties of the contract products produced by this technology are detailed in Annex I to the contract.

Second party B shall provide Party A with know-how and other relevant technical data for making, using and selling contract products.

The contents and related items of the technical information are detailed in annex two to the contract.

Third party B is responsible for arranging the training of Party A technicians in the factory of Party B. Party B shall take effective measures to enable Party A to master the technology of manufacturing contract products. The specific contents are shown in Annex three to the contract.

Fourth Party B sends qualified technical personnel to party a contract factory for technical services.

The specific requirements are detailed in Annex four to the contract.

Fifth Party B agrees to provide Party A with spare parts at the most favorable price when Party A is required, and the two parties will sign the agreement at the same time.

Sixth Party B is responsible for providing consultation on the key equipment needed by Party A in this contract item.

Seventh Party B shall provide Party A with the prototype, casting and spare parts of the contract products. Details are specified in Annex five to the contract.

Eighth the provisions of Party A's sales contract products and the use of Party B's trademark shall be found in the eighth chapter of this contract.

Second chapter definition

The ninth contract products refer to all the products listed in Annex I to this contract.

The tenth blueprint refers to the duplication of the general plan, the manufacturing drawing, the material specification and the parts catalogue of the contract products currently manufactured by Party B.

The eleventh technical data refer to all proprietary technology and other related design drawings, technical documents, etc. that are necessary for the production contract products for the production contract products.

The twelfth criterion refers to the standard set by Party B for the technical data provided to Party A for the manufacture of contract products.

The thirteenth entry fee means that Party B provides the design and manufacturing technology of the contract products to Party A in the form of the pfer of technical data in accordance with the provisions of chapter second, three, four, six and seven of the contract.

The fourteenth royalty refers to the expenses paid by Party A to Party B during the validity period of this contract due to the continuous technical advice and assistance granted by Party B to Party A and the continuous use of Party B's trademarks and know-how in the validity period of the contract.

The fifteenth term of validity of the contract refers to the time when the contract comes into force until the time of termination of the contract specified in Clause sixty-fourth of this contract.

The third chapter price

Article sixteenth according to the provisions stipulated in Chapter I of this contract, a contract fee paid to Party B shall be stipulated as follows:

The seventeenth entry fee is the US dollar (capitalization): This refers to the data pfer fee and technical training fee for the contract products, including all the costs before the delivery of the technical information, and the entry fee is fixed price.

After the eighteenth contract products have passed the examination and acceptance, the royalty rate of each contract product sold by Party A shall be% of the base price.

A part purchased from Party B is not included in the royalty.

The base price of the nineteenth calculation royalty shall be the validity of the production contract product of Party A in December 31st of that year.

Twentieth Party B agrees to return the contract products produced by Party A.

The amount of the resold product is the percentage of Party A's payment to Party B's royalty.

The products sold for sale shall meet the technical performance standards provided by Party B.

The products, specifications, quantity and delivery date of each returned product shall be determined by friendly negotiation between the two parties.

Fourth chapter payment and payment terms

Twenty-first all expenses under this contract shall be paid in US dollars by Party A and Party B.

The amount paid by Party A to Party B shall be handled through the Bank of the Hong Kong, Macao, China, Hong Kong, Macao, China and other banks.

If Party B and Party A repay the amount, the amount shall be paid through the Bank of the Hong Kong, Macao, China, Hong Kong and Macao.

All bank charges occurring in Party A shall be borne by Party A.

The bank charges incurred outside party A shall be borne by Party B.

Twenty-second the contract cost stipulated in the third chapter of this contract shall be paid to Party B by the following methods and time:

1. Party A receives the following documents and takes the right time to pay the entry fee to Party B.

(a) a letter of guarantee issued by Party B.

If Party B fails to deliver the technical data in accordance with the contract, the amount of payment shall be guaranteed.

(b) one copy of the draft at sight and one copy.

(c) the original invoice of the total entry price shall be paid in one original and three copies.

(d) a photocopy of the license issued by the government of the government.

If Party B considers that there is no need for an export license, Party B shall submit a letter of proof without the need for an export license.

2. Party A receives the following documents issued by Party B for the first stage of the product and reviews it without error.

(a) one copy of the draft at sight and one copy.

(b) one original commercial invoice and three copies.

(c) one original and three copies of the airway bill of lading.

(d) each party's certificate of proof and copy of the technical data, prototype, casting and spare parts of the second stage product is delivered.

3. Party A receives the following documents from Party B for delivery of the second stage products and reviews them without delay.

(a) a copy of the draft at sight.

(b) one original commercial invoice and three copies.

(c) one original and three copies of the airway bill of lading.

(d) one copy of the letter of proof issued by Party B on the second stages of the product, including the technical data, the prototype and the annex five, issued by Party B.

4. after acceptance of the first prototype of the contract product, Party A receives the following documents from the Party B and examines it in error.

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(a) a copy of the draft at sight.

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

(c) a photocopy of the "certificate of inspection for contract products" signed by both parties.

Note: if the acceptance test is delayed and is the responsibility of Party A, it will not be later than the date of the effective contract.

Twenty-third the royalty fee stipulated in the third chapter of this contract shall be paid to Party B by the following methods and conditions after the acceptance of the sample product is qualified.

1. Party A will submit to Party B a report on the actual sales volume of each type of product in the last calendar year after the end of each calendar year.

2. Party B can send representatives to the contract factory every year to check and verify the actual sales volume of the contract products of Party A, and Party A will provide assistance.

The cost of Party B's arrival in China shall be borne by Party B.

If the number of contract products listed in the summary and / or reports is found to be very large in check, both parties should discuss the gap and negotiate the correct measures.

3. Party A receives the following documents from Party B and reviews the rights and interests of Party B to pay royalties to Party B within days.

(a) one copy of the draft at sight and one copy.

(b) one original commercial invoice and three copies.

(c) four copies of the royalty rates in that year.

4. within the year of the expiration of the contract, Party A will submit a report on the quantity of the final sales contract within the days after the termination of the contract, so that Party B can calculate the royalty.

Twenty-fourth according to the provisions of this contract, Party B shall have the right to deduct from any of the above payments if Party B is required to pay a fine or compensation to Party A.

The fifth chapter is technical data delivery.

Twenty-fifth Party B shall provide technical data to Party A in accordance with the provisions of annex two to this contract.

Twenty-sixth Party B shall deliver technical information at the airport or station of the airport. The date of stamping will be the effective date of the technical information.

Party A shall confirm receipt of the information within two weeks after receipt of the information.

The twenty-seventh phase 1 technical data, prototype, casting and spare parts:

1. in the week after the entry into force of the contract, Party B must issue a set of blueprints, a set of two base maps and a set of standards.

Delivery can be done in batches.

2. Party B must issue all technical information, prototypes, castings and spare parts related to the first phase of the contract products within the week after the entry into force of the contract.

The technical data and prototype of the twenty-eighth second stage products are:

1. in the week after the second stage commencement date, Party B must issue a set of blueprints, a set of two base maps and a set of standards related to the second stage products.

They can be delivered in installments.

2. in the week after the second phase, Party B must issue all the technical data and prototype, casting and spare parts related to the second stage contract products as soon as possible.

The twenty-ninth party shall notify Party A of the air waybill number, the date of the air waybill, the data number, the contract number, the number and weight of the party in the hours after the delivery of each batch of technical data or prototypes, castings and spare parts.

Meanwhile, Party B shall send the following documents to Party A by air mail.

(a) one original and two copies of the airway bill of lading.

(b) detailed list of technical materials, prototypes, castings and spare parts in five copies, two copies.

Thirtieth if Party B's technical information or prototype, castings and spare parts are lost or damaged in pit, Party B shall, after receiving the written notice of Party A's loss or damage, send it or send it to party a free of charge as soon as possible within a month.

The thirty-first technical data for delivery should have strong packaging suitable for long-distance pportation, multiple handling, rainproof and moisture-proof.

The following contents should be marked in English in the inside and outside of each package:

(a) contract No.

(b) pport mark

(c) consignee

(d) destination of technical data

(E) weight (kg)

(f) destination of prototype, casting and spare parts.

The sixth chapter is improvement and modification of technical data.

Thirty-second in order to adapt to the design standards, materials, process equipment and other production conditions of Party A, Party A shall have the right to modify and change the technical data of Party B without changing the basic design of Party B.

Party a must inform Party B of these amendments and changes.

Party B is responsible for assisting Party A in modifying technical information during training or technical guidance, as shown in Annex three and annex four.

Thirty-third party a must add the tail label after the model to show the difference of the modification that affects the shape, coordination or function, and notify Party B.

During the thirty-fourth contract validity period, any improvement and development within the scope stipulated by the two parties shall be submitted to the other party free of charge.

Thirty-fifth improved and developed technologies, ownership is part of the improvement and development.

The seventh chapter is quality acceptance test.

Thirty-sixth, in order to verify the reliability of the contract products manufactured according to the technical data provided by Party B, the technical performance and requirements of the contract products jointly checked by Party A and Party B at the contract factory are checked and accepted.

If necessary, it can also be tested or redone in the factory.

Party A may assign a designated person to verify the duplicate test. Party B is responsible for the duplication of the test and the cost of Party B.

The cost of Party A's participation in duplication test and plation.

The specific method is shown in Annex seven to the contract.

The technical performance of the thirty-seventh test products shall be in conformity with the standards stipulated in the contract provided by Party B, that is, through appraisal.

Party A and Party B sign four copies of the certificate of acceptance of contract products, each holding two copies.

Thirty-eighth, if the technical performance of the test product is not up to the technical parameters specified in the annex, the two sides should consult with each other to study and analyze the causes and take measures to eliminate the defects and conduct second checks and checks.

The thirty-ninth item is the responsibility of Party B if the test product is unqualified, and Party B shall bear all the expenses for the second inspection and acceptance.

If Party A is responsible, the cost shall be borne by Party A.

Fortieth, if the second test of the test product is still unqualified, if Party B is responsible, Party B shall compensate the direct loss suffered by Party A, and take measures to eliminate the defects and participate in the third examination, which shall be borne by Party B.

If Party A is responsible, the cost shall be borne by Party A.

Forty-first, if the test product is third times failed, the two sides should discuss the execution of the contract. If Party B is responsible, Party A shall have the right to amend the contract in accordance with the fifty-third provision of the contract.

If Party A is responsible, the two parties shall jointly discuss further enforcement issues.

Party B will provide technical advice for improving the unqualified prototype according to the requirements of Party A.

The eighth chapter is the export and trademark of "contract products".

Forty-second the "contract products" produced by Party A can be sold domestically or exported to other countries on the following terms:

1. Party A shall first consult with Party B and request that sales (distribution, distribution network including Party B subsidiaries and agents) be arranged in the area of the sales / distribution network of Party B.

The quantity and items of export sales will be decided through friendly negotiation. If arrangements can not be made, Party A can export freely, but party a must notify Party B of the item, quantity and purchase name within a week after the paction is completed.

2. Party A is free to sell in areas not covered by Party B's sales / distribution network.

Article forty-third Party A shall not interfere in the sale of the "contract products" to the host country of any country (including the country in which the sales / distribution network is located).

Party A is free to sell "contract products" as accessories for the maintenance of the main engine exported to Party A.

Article forty-fourth during the contract period, Party A can use the trademark used by Party B on the "contract products" and mark the trademark of Party A, and note the "manufacture of the company".

The trademark license shall be signed by Party A and the company alone.

Forty-fifth when the trademark is used, the "contract products" produced by Party A must conform to the standards provided by Party B under this contract.

When necessary, Party B can carry out a sample test every year. Party B should recommend Party A to improve the unqualified "contract product" and carry out the test again within months when the result of the sample is not in conformity with the standards provided by Party B.

If the result is still not consistent, then B

Party may terminate Party A's right to use its trademark.

Party A can submit another sample to Party B for further tests.

When the re sampling test meets the standards provided by Party B, Party B will again grant Party A the right to use its trademark.

The ninth chapter guarantees

Forty-sixth Party B guarantees that the technical information provided by Party B is the latest technical information used by Party B when the contract comes into effect, and is completely in line with the technical information owned by Party B.

During the contract period, Party B will send the technical notice and technical improvement and development information of the contract product design to Party A in time.

Forty-seventh Party B guarantees that the technical information provided by Party B is complete, clear and reliable, and is delivered on time in accordance with the fifth chapter.

The definitions are as follows:

1. "completeness" means that the information provided by Party B is all the data specified in the annex to this contract and is in line with the data currently used by Party B's own factory.

2. "reliable" the contract products manufactured by the fingernail according to technical materials shall comply with the technical specifications of the contract products provided by Party B according to the contract.

3. "clarity" means the drawings, curves, and terminology symbols that are easily seen in the data.

Forty-eighth, if the technical data provided by Party B are not in conformity with the provisions of articles forty-sixth and forty-seventh, Party B must send the information or clear and reliable information to party a free of charge within days after receiving Party A's written notice.

Forty-ninth when Party B fails to deliver the data in accordance with the time stipulated in the fifth chapter of the contract, Party B shall pay the fine to Party A at the following rates:

Late to the week, every week is fined for the gross price of the entry fee.

Late to the week, every week is fined for the gross price of the entry fee.

The late payment is more than the week above, and the penalty fee per week is% of the total entry fee.

Fiftieth, if there are forty-ninth items, the total amount of the fine paid by Party B to Party A shall not exceed the sum of US $.

Fifty-first the fine stipulated in the forty-ninth clause paid by Party B to Party A shall be calculated on the basis of the number of late weeks.

Fifty-second Party B pays the fine to Party A. it will not relieve Party B from continuing to deliver the above information.

Article fifty-third according to the provisions of the seventh chapter, since Party B's responsibilities are not qualified for three times, the following measures shall be taken:

1. if the product is not qualified so that Party A can not go into production, it must modify the contract and take effective measures to remove the unqualified products from the contract.

Party B shall refund the amount already paid by Party A.

The refund amount is only limited to the proportion of the unqualified products in the total range of the contract products.

Interest plus% interest per annum.

2. if the contract is amended according to the forty-first clause, Party A will give up the manufacturing rights of those parts and parts which only involve unqualified parts. Party A will return all the documents that will help to manufacture these substandard products, so that they can not be duplicated or destroyed.

The tenth chapter permits and know-how.

Fifty-fourth Party B is only a lawful person who provides the license and know-how to Party A according to the provisions of this contract, and can legally pfer the license and know-how to Party A without any accusation by the third party.

If the third party makes a claim for infringement, Party B shall deal with the complaint with the third party and be responsible for legal and economic responsibilities.

Fifty-fifth the complete list of patents related to the contract is listed in annex two. Party A will provide two copies of the patent copies to Party A within one month after the entry into force of this contract.

However, the license shall not be granted to the state patent license or should not be included.

Fifty-sixth after the termination of this contract, Party A shall still have the right to use the licences and know-how provided by Party B without any obligation and responsibility.

After the termination of the contract, the right to use the trademark will also be terminated.

Article fifty-seventh both parties shall perform this contract and shall not disclose and publish any technical information or commercial information provided by the parties to the third party in any way.

Eleventh chapter taxes and fees

Fifty-eighth all taxes and duties arising from the execution of this contract shall be borne by Party B.

Article fifty-ninth during the execution of the contract, Party B's income in the territory of Party A shall be taxed according to the state's tax law of Party A.

The tax shall be withheld by Party A at each payment, and a copy of the receipt of the Inland Revenue Department shall be paid to Party B.

The twelfth chapter is arbitration.

Sixtieth article

1. all disputes arising from the execution of this contract shall be settled through friendly negotiation between the two parties.

If it can not be solved, it will be submitted to arbitration for settlement.

2. place of arbitration

(1) the Arbitration Commission shall be arbitrated according to the arbitration rules of the association.

(2) arbitration is conducted in Stockholm, Sweden, and the arbitration court of the Stockholm chamber of Commerce shall arbitrate in accordance with the procedures of the court of arbitration.

3 the arbitral award shall be final and binding upon both parties, and shall be carried out by both parties.

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

5 in the course of arbitration, the contract shall continue to be executed by both parties in addition to the part of arbitration.

The thirteenth chapter is force majeure.

Sixty-first if any party who has signed the contract has affected the execution of the contract due to the events caused by wars and serious fires, floods, typhoons and earthquakes, the contract period should be postponed, and the delay time should be equivalent to the time affected by the accident.

The sixty-second party responsible shall notify the other party of the irresistible accident as soon as possible, and submit it to the other party for confirmation by registered airmail within the day of the day.

Sixty-third, if an irresistible accident is extended to more than 10 days, the two parties shall resolve the contract's continuing execution as soon as possible through friendly negotiation.

The fourteenth chapter is effective and other contracts.

After the sixty-fourth contracts are signed by Party A and Party B representatives, both parties shall apply to the respective governments for approval, and the date of final approval shall be the effective date.

The two sides should make every effort to get the approval within the time limit.

And notify the other party by cable, then confirm it by letter. If the contract is signed, the contract shall not be effective within a month. This contract shall not be binding upon Party A and Party B.

The parties agree that the time limit for applying for approval can be extended.

The sixty-fifth part of the contract is written in four copies of the documents, including the Chinese characters, the Chinese characters, the Chinese characters and the Chinese characters.

The sixty-sixth contract is valid from the date of entry into force of the contract.

After the expiration of the validity period, the contract will automatically become invalid. Unless the two parties have another agreement within the validity period of the contract, the second stage contract product start date will be instruct by Party B to Party A, and the two sides will sign the Memorandum for confirmation.

1. at any time before the expiration of the contract, Party A or Party B may make a request for the negotiation of the contract extension, and then sign the special terms for the extension of the contract.

2. the first stage of the contract is commencement of the contract, and the start date of the second stage is expected to be the first month after the contract comes into force.

3. before the termination of the contract, any uncleared credit and debts arising under any contract shall not be affected by the termination of the contract, and the termination of the contract shall not relieve the debt from one party's debt to the other party.

4. the appendix of this contract is an integral part of this contract and has the same effect as the body of the contract.

5. all communications between the two parties before signing the contract shall be automatically invalidated from the date of entry into force of the contract.

6. only the written documents signed by the authorized representatives of both parties can make changes and additions to this contract.

These documents will become an integral part of the contract.

7. the parties shall perform their obligations.

8. the parties shall not assign any rights or obligations of the contract to the third party until they have agreed in advance.

9. nothing in this contract will affect trade between the States and any other country.

Sixty-seventh Party A agrees to purchase a batch of raw materials or semi-finished products from Party B, so that Party A can produce "contract products", amounting to US $(US $).

The ordering and planning of the special parts is determined by the inspection team in the state of the company. If the price and conditions are favorable, Party A will reorder another batch of raw materials and parts from Party B.

The fifteenth chapter is statutory address.

Sixty-eighth article