Sino-foreign technology transfer contract

Technology Transfer Contract

THIS CONTRACT (this “Contract”) is entered into on this ___day of ____, 20____, by and between ___________, a company organized and existing under the laws of ______ (“Company”) and _____ (“Us”).

WHEREAS, Company is engaged in the business of _______________,

WHEREAS, Us is engaged in the business of _____________;

WHEREAS, Company is the exclusive owner of certain related technology, which presently consists of _____ , and which may from time to time be supplemented and declared by Company to be related to said technology (hereinafter called “Technology”);

WHEREAS, Us is desirous of adopting and using the Technology;

NOW, THEREFORE, in consideration of the mutual promises and covenants of the parties hereto and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company and Us, intending to be legally bound, agree as follows:

1. Assignment. Company hereby assigns to Us all right, title, and interest that Company may have, whether by economy right, patent and/or copyright, in and to the Technology and the information disclosed by and through the Technology.

2. Grant of Rights. Company hereby grants to Us, and Us hereby shall have, a nonexclusive, royalty-free, irrevocable, _________________________, ____________________________. Us acknowledges and agrees that no compensation, other than for services to be rendered by Company to Us, shall be paid by Us for Us’ use of the Technology during the term of this Contract.

3. Ownership of Improvements. All improvements, alterations, or modifications to the Technology and all intellectual property rights arising from or related to such improvements, alterations, or modifications (for purposes of this Agreement, collectively, the “Improvements”) shall be deemed to be the sole and exclusive property of Company.

4. Support. Company shall provide reasonable technical assistance to Us as Us may request in connection with its use of the Technology, commencing on the date of execution of this Contract and continuing for a period of ________.

5. Integration. Company shall, prior to the date of delivery of the Technology to Us, integrate, interconnect, and cause the Technology to operate in a fashion that is consistent with the specifications set forth in the Agreement between Company and Us dated _____, 20____.

6. Warranties. Company represents and agrees that (i) Company has the full right and authorityto grant Us the rights set forth herein; (ii) the Technology will be free from any viruses, malwares, or other malicious code; and (iii) to the best of Company’s knowledge, the Technology does not infringe upon or otherwise violate any copyright, patent, trade secret, or other proprietary right of any third party.

7. Indemnification. Company shall indemnify and hold Us harmless from and against any losses, liabilities, costs, damages, or expenses (including reasonable attorneys’ fees) that may be incurred as a result of any claim or threatened claim that the Technology owned or licensed by Company infringes upon or otherwise violates the copyright, patent, trade secret, or other proprietary right of any third party.

8. Confidentiality. Upon execution of this Contract, Us acknowledges and agrees that (i) all information, technology, trade secrets, know-how, processes, patent applications, future developments, and/or any other data concerning the Technology (collectively, the “Confidential Information”) shall remain the exclusive property of Company and its affiliates; (ii) Us will not use or disclose the Confidential Information for any purpose other than exercising its rights and fulfilling its obligations under the Agreement; (iii) the Confidential Information shall remain Company’s confidential information and shall not be disclosed to any third party except as expressly permitted under this Contract; and (iv) Us shall use the same degree of care to protect the Confidential Information as it exercises to protect its own confidential information of a similarly sensitive nature.

9. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TECHNOLOGY AND ANY CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHERWISE.

10. Miscellaneous.

a. Entire Agreement. This Contract constitutes the entire agreement of the parties hereto and supersedes all prior and contemporaneous understandings or agreements of the parties hereto.

b. No Modification Except in Writing. No modification of this Contract or waiver of any of the terms or provisions hereof, or any leave of performance hereunder, shall be valid unless evidenced by a writing duly executed by both Company and Us.

c. Severability. Each and every one of the terms and provisions of this Contract are and shall be deemed to be severable and if one or more such term or provision shall be held to be unenforceable, such provision shall be struck and the remainder of this Contract, including all such terms, shall remain in full force and effect.

d. Non-assignment. Neither party shall assign or otherwise transfer this Contract, by operation of law or otherwise, without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld.

e. Choice of Law. This Contract shall be construed and enforced in accordance with the laws of the State of ____________, exclusive of its conflict of laws rules.

f. Equitable Relief. Each party acknowledges that the breach of this Contract may cause irreparable damage and therefore, that the other party shall be entitled to seek equitable relief in addition to any other remedy available at law or in equity.

g. Severability. The invalidity or unenforceability of any provision of this Contract shall in no way affect the validity or enforceability of any other provision of this Contract, which shall remain in full force and effect.

h. Successors and Assigns. This Contract shall inure to the benefit of and be binding upon the respective heirs, administrators, successors and assigns of the parties.

i. Headings. The headings of this Contract are for convenience of reference only and do not affect its interpretation or constitute a part thereof.

j. Counterparts. This Contract may be executed in two counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed as of the date first above written.

___________________________________

COMPANY

By: ____________________

Name: ___________________

Title: ___________________

___________________________________

US

By: ____________________

Name: ____________________

Title: ____________________

，

Technology Transfer Contract

This Technology Transfer Contract (the “Contract”) is entered into this day of ____________, 20__ (the “Effective Date”), by and between ____________ (the “Transferor”) and ____________ (the “Transferee”).

WHEREAS, the Transferor and the Transferee have agreed to enter into an arrangement wherein the Transferor will transfer certain technology (the “Technology”) to the Transferee and the Transferee shall use, commercialize, and/or further develop such Technology;

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree to the following:

Section 1. Transfer of Technology. On the Effective Date, the Transferor will transfer the Technology to the Transferee, who shall use, commercialize, and/or further develop such Technology, in exchange for consideration previously agreed upon by the parties.

Section 2. Warranties and Representations. The Transferor warrants and represents that:

(a) The Technology has been originally developed and is owned by the Transferor;

(b) The Transferor has the full right and authority to enter into this Contract and transfer the Technology to the Transferee;

(c) The Transferor has not given any representations to the Transferee regarding the Technology that are not stated in this Contract;

(d) The transfer of the Technology does not breach any third party’s rights, contractual obligations or otherwise;

(e) The Transferee will not breach any third-party obligations by transferring the Technology; and

(f) The Transferor is not in violation of any federal, provincial or local laws or regulations in the transfer of the Technology.

Section 3. Confidentiality. The parties agree to maintain the confidentiality of all information concerning the Technology, which shall be considered confidential and proprietary and shall not be disclosed without the prior written consent of the Transferor or Transferee.

Section 4. Indemnification. The parties agree to hold each other harmless against any and all claims, losses, costs, damages, or expenses, including reasonable attorneys fees, created by their breach of this Contract or any negligent act or omission, or any intentional wrongdoings by either party or those associated with either party.

Section 5. Governing Law. This Contract shall be governed by and construed under the laws of ____________.

Section 6. Entire Agreement. This Contract supersedes any prior written agreement or understanding between the parties concerning the Technology, and constitutes the entire agreement between the parties with respect to such Technology.

IN WITNESS WHEREOF, the parties have caused this Technology Transfer Contract to be executed by their duly authorized representatives as of the Effective Date.

Transferor: ________________

By: _____________________

Name: ___________________

Title: ____________________

Transferee: _______________

By: _____________________

Name: ___________________

Title: ____________________