，主要是关于中外专有技术许可合同的知识性文章，需要有法律方面的专业知识。
A technology license agreement is a legal contract between two or more parties for the development and transfer of technology products, such as software, hardware, designs, prototypes, components and products. The contract allows the transfer of the technology to be used between the technical licensee and the grantor. In other words, the grantor provides access to proprietary technology and the licensee has the right to use and develop the technology.
Generally, a technology license agreement is considered binding and regulates business relationships between the parties and contains specific provisions such as the scope of the agreement, the royalties paid, the duration of the agreement, the ownership of intellectual property, the infringement protection and other important conditions.
In international technology license agreements that involve Chinese technology, the agreement needs to encompass all aspects of the relationship between the two parties and account for multiple differences, including the legal framework and cultural differences. Certain considerations in a China-related technology license agreement should include:
1. Grantor’s Representations: Generally, the grantor should ensure that it has the legal authority to enter into the agreement, and confirm that the technology provided is protected by all applicable laws of intellectual property.
2. Licensor’s Representations and Warranties: The licensor should provide representations and warranties, namely that the licensor is the legal rightful owner of the technology who is qualified to enter into the agreement, and that it will protect the confidentiality of the technology and the performance of its contractual obligations.
3. Intellectual Property Rights: The agreement should clearly state who has the right of ownership to the technology, and the licensor should provide the licencee with indemnification and protection against any claims by third parties.
4. Dispute Resolution: The contract should include a provision that stipulates the law governing the contract, and the jurisdiction and judicial forum of any dispute resolution process.
5. Royalties: The parties should also determine what type of technology licenses are allowed, and what fees and royalties are due to the licensor and payable by the licensee.
By preparing a proper technology license agreement, the parties can ensure that their rights and obligations are clearly established, and that the applicable laws governing the agreement are taken into consideration. This will facilitate a successful transfer of the technology and mitigate risks for both parties.
