International Technology Transfer Contract
This International Technology Transfer Contract (“Contract”) is entered into between [party A name], a company organised and existing under the laws of [country] (“Licensor”), and [party B name], a company organised and existing under the laws of [country] (“Licensee”).
Citation:
Licensor and Licensee are hereinafter jointly referred to as the “Parties”.
Whereas Licensor owns various technologies and information related to the [technology incubation area] (the “Technology”) and is willing to transfer such Technology to Licensee, and Licensee is willing to acquire the Technology from Licensor;
Now Therefore, in consideration of the mutual covenants, warrants, liabilities and agreements herein and upon the terms and conditions set out below, the Parties hereby agree as follows:
1. Transfer of Technology
1.1 Licensor hereby grants to the Licensee a non-exclusive, non-sublicensable, non- transferrable license to the Technology subject to the terms and conditions of this Contract and all applicable laws and regulations (the “License”).
1.2 Licensor warrants that it is the lawful owner of the Technology and has the right to grant the License to Licensee.
1.3 Licensor shall supply to Licensee, at Licensee’s expense, all materials, information and documents relating to the Technology, including all research reports, notes, drawings, sketches, flowcharts and other documentation (the “Technology Materials”), to enable Licensee to fully understand the Technology.
Subject to the express written consent of Licensor, Licensee may from time to time authorise its agents to inspect, view, make copies of or reproduce such Technology Materials for the purposes of exercising its rights under this Contract.
1.4 In the event that the Technology Materials are not delivered in English language, Licensor shall supply the English translation of the Technology Materials to Licensee free of charge.
2. Royalties
2.1 Licensee shall pay to Licensor royalties based on the following schedules:
(a) In the case of manufacture or sale of the Technology, [specify percentage of gross sales], payable [specify cycle] upon the completion of each sale.
(b) In the case of the license of the Technology, [specify percentage of gross revenue], payable [specify cycle] upon the completion of each sale.
3. Payment
3.1 Licensee shall pay all sums due to Licensor under this Contract in full, free and clear of any deductions or set-off of any kind.
3.2 Payments shall be made to Licensor on [specify day] of each month.
3.3 The payment must be made through bank transfer to the account designated by Licensor.
4. Warranties
4.1 Licensor warrants that:
(a) It has the legal right and authority to enter into this Contract;
(b) It will indemnify, defend, and hold Licensee harmless from any and all damages, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees) incurred by Licensee resulting from any breach of the warranties, representations and covenants of Licensor contained herein;
(c) It is the lawful owner of the Technology and has the right to grant the License to Licensee.
5. Termination and Effects of Termination
5.1 This Contract shall continue in full force and effect until terminated as provided herein.
5.2 Either Party may terminate this Contract for any material breach by the other Party that remains uncured for [specify period] from the date of such breach.
5.3 Upon the effective date of termination (the “Termination Date”), the License granted herein shall immediately terminate and Licensee shall surrender to Licensor all Technology Materials, documentation and other items containing or related to the Technology.
5.4 Upon expiration or termination of this Contract, all rights and obligations of the Parties hereunder shall automatically terminate, except as to any obligations or rights that may have accrued prior to such expiration or termination, or as to any rights or obligations which by their terms or by applicable law or equity do not terminate.
IN WITNESS WHEREOF, the Parties have signed this Contract on the date stated in
the introductory paragraph of the Contract.
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Licensor Licensee
