INTERNATIONAL TECHNOLOGY TRANSFER CONTRACT
This international technology transfer contract (“Contract”) is made on the date of _______ (hereinafter referred to as the “Effective Date”) through the negotiation and agreement by and between:
Party A (“First Party”): ________
Party B (“Second Party”): ________
WHEREAS, Party A is willing to transfer its patented technical know-how and related proprietary information regarding the technology that is not in public domain (hereinafter referred to as Technology) to Party B,
WHEREAS, Party B is interested and willing to acquire the Technology from Party A;
AND WHEREAS, the Parties intend to set forth the respective rights and obligations of each in the transfer of the Technology through this Contract;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
1. Definition
(1) Technology: The relevant technology in question, i.e. the patented technical know-how and related proprietary information, which is perfected and written down in the documents and items delivered from Party A to Party B as specified in Clause 2 herein.
(2) Proprietary Technology: All of the proprietary economic value of the Technology, including all technical documents, data and other proprietary information, as further detailed in Clause 2.
(3) Defined Products: Products that are manufactured and/or sold by Party B and positively refer to the Technology.
(4) Potential Products: Products that are expected by Party B to manufacture and/or market referred to the Technology.
2. Transfer and Use of Technology
(1) Party A shall provide a complete list to Party B of all technical documents, data and other proprietary material relevant to the Technology, complete with all the details, numbers and particulars necessary for full installation, commissioning and safe use and operation of the Technology.
(2) The list may be supplemented by Party A from time to time during the term of the present Contract in order to meet any requests from Party B with regard to additional information, or where Party A discovers additional proprietary information related to the Technology.
(3) Party A shall be responsible to ensure that the Proprietary Technology that is to be transferred pursuant to this Contract is free of any and all rights or claims on the part of third parties and that Party A has full power and authority to transfer the Technology to Party B.
(4) Party A shall bear full responsibility for the indemnification and protection of Party B against any such claims arising out of or in connection with the Proprietary Technology.
(5) Party B shall be allowed to use the Technology only for the manufacture and/or sale of the Defined Products and potential products, and shall have all the accompanying rights of copyright, trade marks and other intellectual property rights attached to the Technology.
(6) Party B shall not be allowed to transfer the Technology or any part thereof or any materials associated with it, nor use it for any other purpose than the manufacture and/or sale of the aforesaid Defined Products and potential products.
(7) Party B shall keep all documents, data and proprietary material supplied by Party A in safe custody and shall not divulge any part of the information or documents, nor allow any of the persons employed by it or otherwise, to gain knowledge of any such information or materials.
3. Obligations and Responsibilities
(1) Party A shall be responsible for the maintenance, servicing and repairs of the Technology and shall undertake as soon as reasonably practicable to repair any defects upon written notification from Party B.
(2) Party B shall provide reasonable access to Party A personnel or representatives at the premises where the Technology is installed to inspect the Technology, provide advice and help with operational problems, and provide necessary services in connection with the maintenance, repairs and any other obligations of the present Contract.
(3) Party A shall ensure that it provides maintenance and servicing in a professional and timely manner and that any faults or deficiencies revealed either through Party Bs inspection or by operation of the Technology are rectified as soon as possible.
4. Payment and Fees
(1) Upon successful installation, commissioning and safe operation of the Technology, Party B shall make reimbursement to Party A of the following fees and other costs associated with the technology transfer:
a. Service fees ________
b. Equipment fees ________
c. Installation fees ________
d. Labor fees ________
e. Travel fees ________
(2) The payment shall be made in accordance with the procedures stipulated in the annex of this Contract.
5. Confidentiality
The Parties hereby agree and undertake that the details of this Contract, including the document of Technology and all information contained in documents or items transferred from Party A to Party B at the time of signature of this Contract or at any time thereafter, as well as information concerning the business details and methods of either of the Parties, shall be kept confidential and shall not be disclosed to any third party without the express written consent of the Parties hereunder.
The Parties further undertake that the Technology and any improved technologies shall be kept confidential and shall not be disclosed to any third party without the express written consent of the Parties hereunder.
6. Dispute Resolution
Any dispute, difference, controversy or claim arising out of or in connection with this Contract shall be settled by friendly consultations between the Parties.
7. Validity
This Contract is valid, binding and effective upon the Parties hereto from the date of signing.
IN WITNESS WHEREOF, the Parties have executed this Contract in duplicate, each in the English language, on the day, month and year first above written.
(Signatures)
Party A:
Party B:
ANNEX: Payment Procedures
1. Party B shall make the reimbursement payment to Party A based on the actual costs incurred in providing the technology transfer services as set forth in Clause 4 herein.
2. Party A shall provide a request for reimbursement to Party B setting forth the amounts incurred and detailing of the actual costs incurred in providing the technology transfer services.
3. Party B shall, on receipt of such request, make payment to Party A for the actual costs.
4. Payment shall be made to the account specified by Party A.
5. Should any part of the reimbursement payment be incorrect, Party A shall provide Party B an invoice detailing the nature of the discrepancy and the actual amounts payable by Party B.
6. Payment shall be made within 30 days of receipt by Party B of the invoice from Party A.
