[进出口英文合同翻译]国际技术转让合同英文版|International Technology Transfer Contract

Chapter I Contents of Contract

Article 1 Party B agrees to provide Party A with the proprietary technology for manufacturing the contract products of in writing and non-writing form. Please refer to Annex I of the Contract for the varieties, specifications and technical performance of the contract products produced by using this technology.

Article 2 Party B shall be responsible for providing Party A with the proprietary technology for manufacturing, use and sales of the contract products and all other relevant technical data. Please refer to AnnexⅡof the Contract for the contents of the technical data and relevant matters.

Article 3 Party B shall be responsible for arranging the training of Party A’s technical personnel in Party B’s factory, and Party B shall take effective measures to enable Party A’s personnel to master the technology of manufacturing the contract products. Please refer to Annex Ⅲ of the Contract for the specific contents.

Article 4 Party B shall dispatch competent technical personnel to provide technical services in Party A’s factory as specified in the Contract. Please refer to Annex Ⅳ of the Contract for the specific requirements.

Article 5 Party B agrees to provide Party A with the spare parts for the contract products at the most favorable price when required by Party A, and then the parties shall sign an agreement separately.

Article 6 Party B shall have the responsibility to provide relevant consultation on the key equipment required by Party A in this contract project.

Article 7 Party B shall provide Party A with the prototypes, castings and spare parts of the contract products. Please refer to Annex Ⅴ of the Contract for the specific contents.

Article 8 Please refer to Chapter Ⅷ of the Contract for the provisions on Party A’s sales of the contract products and use of Party B’s trademark.

Chapter II Definition

Article 9 The contract products refer to all the products listed in Annex I of the Contract.

Article 10 The blueprint refers to the copies of the general drawings, manufacturing drawings, material specifications and parts catalogues currently used by Party B in manufacturing the contract products.

Article 11 Technical data refer to all the proprietary technologies, other relevant design drawings and technical documents necessary for the production of the contract products that Party B is currently using for the production of the contract products.

Article 12 The standards refer to those adopted and formulated by Party B in the technical data provided to Party A for manufacturing the contract products.

Article 13 The initial payment refers to the fees paid by Party A to Party B for Party B’s provision of the design and manufacturing technologies of the contract products to Party A in the form of technical data transfer in accordance with the contents specified in Articles 2,3,4,6 and 7 of Chapter I of the Contract.

Article 14 The royalties refer to the fees paid by Party A to Party B for Party B’s continuous provision of technical consultation and assistance to Party A within the validity period of the Contract and Party A’s continuous use of Party B's trademark and proprietary technologies within the validity period of the Contract.

Article 15 The validity period of the Contract refers to the time from the entry into force of this contract to the termination of the Contract specified in Article 64 of the Contract.

Chapter Ⅲ Price

Article 16 According to the contents stipulated in Chapter I of the Contract, the provisions on the contract expenses that shall be paid by Party A to Party B are as follows:

Article 17 The initial payment shall be USD (in words: USD ), which refers to the data transfer fees and technical training fees related to the contract products, including all expenses prior to the delivery of the technical data. The initial payment shall be the fixed price.

Article 18 After the qualified examination and acceptance of the contract products, the royalties for each contract product sold by Party A shall be _______% of the base price. The expenses of the parts purchased by Party A from Party B shall not be included in the royalties.

Article 19 The base price for calculating the royalties shall be % of each catalogue price for the contract products produced by Party A as of December 31 of the year.

Article 20 Party B agrees with Party A’s selling back the contract products produced by Party A to Party B. The amount of the products selling back shall be % of all the royalties paid by Party A to Party B. The products sold back shall meet the technical performance standard provided by Party B. The varieties, specification, quantity and delivery date of the products selling back each time shall be determined by both parties through friendly negotiation.

Chapter IV Payment

Article 21 All the expenses under the Contract shall be paid by Party A and Party B in US dollars.

The payment made by Party A to Party B shall be handled through the (bank) of (country) and (bank)of (country).

If Party B and Party A repay the amount, the payment shall be made through (bank) and (bank).

All the expenses incurred in the bank of the country where Party A is located shall be borne by Party A. All the expenses incurred in the bank outside the country where Party A is located shall be borne by Party B.

Article 22 Party A shall pay Party B the contract expenses as stipulated in Chapter III of the Contract in accordance with the following methods and time:

1. Party A shall pay Party B the initial payment of USD (in words: USD ) within day(s) after the receipt of the following documents and checking them without errors.

(a) Letter of guarantee issued by Party B. In case Party B fails to deliver the technical data in accordance with the Contract, it guarantees to pay USD as the compensation.

(b) One original and one copy of the sight draft.

(c) One original and three copies of the proforma invoice where the payable amount is the total amount of the initial payment.

(d) One photocopy of the license issued by the government authority of (country). If Party B deems that an export license is not required, Party B shall submit a copy of the letter of certification stating that an export license is not required.

2. Party A shall pay Party B USD (in words: USD ) within day(s) after the receipt of the following documents delivered by Party B for the first phase of the products and checking them without errors.

(a) One original and one copy of the sight draft.

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

(d) One original and one copy of the letter of certification issued by Party B stating that the technical data, prototypes, castings and spare parts for the second phase of the products have been delivered.

3. Party A shall pay Party B USD (in words: USD ) within day(s) after the receipt of the following documents delivered by Party B for the second phase of the products and checking them without errors.

(a) One original and one copy of the sight draft.

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

(d) One original and one copy of the letter of certification issued by Party B stating that the technical data, prototypes, and specified in Annex V for the second phase of the products have been delivered.

4. After the qualified acceptance of the first batch of prototypes of the contract produ0cts, Party A shall pay Party B USD (in words: USD ) within day(s) after the receipt of the following documents delivered by Party B for the second phase of the products and checking them without errors.

(a) One original and one copy of the sight draft.

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

Note: If the acceptance test is delayed due to Party A, the payment shall be made no later than the effective date of the Contract.

Article 23 Party A shall pay Party B the royalties as stipulated in Chapter III of the Contract in accordance with the following methods and conditions after the qualified assessment and acceptance of the sampled products:

1. Within _______ days after the end of each calendar year, Party A shall submit to Party B a report on the actual sales volume of each model of products in the previous calendar year.

2. Party B may dispatch representatives to the factory as specified in the Contract every year to check and verify the report on the actual sales volume of Party A’s contract products, and Party A will provide the assistance. Party B shall bear the expenses for its coming to China. In case great difference is found in the quantity of the contract products listed in the summary and/ or report during the inspection, Party A and Party B shall discuss the difference and negotiate to take correct measures.

3. Party A shall pay Party B the royalties within day(s) after the receipt of the following documents from Party B and checking them without errors.

(a) One original and one copy of the sight draft.

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

4. Within the year of expiry of the Contract, Party A shall submit a report on the quantity of products in the final sales contract within ______ days after the termination of the Contract, so that Party B can calculate the royalties.

Article 24 In accordance with the Contract, if Party B is required to pay a fine or compensation to Party A, Party A shall have the right to deduct the amounts from any of the above-mentioned payments.

Chapter V Delivery of Technical Data

Article 25 Party B shall provide Party A with the technical data as stipulated in AnnexⅡof the Contract.

Article 26 Party B shall deliver the technical data at airport or station, and the stamp date at airport or station shall be the effective date of the technical data. Party A shall confirm the receipt of the data within two weeks.

Article 27 Technical data, prototypes, castings and spare parts of the products in the first phase:

1. Party B shall send a set of blueprints and a set of standards within week(s) after the entry into force of the Contract. The delivery may be made in batches.

2. Party B shall send all technical data, prototypes, castings and spare parts related to the contract products in the first phase within week(s) after the entry into force of the Contract.

Article 28 Technical data and prototypes of the products in the second phase:

1. Party B shall send a set of blueprints and a set of standards related to the products in the second phase within week(s) after the start date of the second phase. The delivery may be made in batches.

2. Party B shall send all technical data, prototypes, castings and spare parts related to the contract products in the second phase as soon as possible within week(s) after the start date of the second phase.

Article 29 Within hour(s) after the delivery of each batch of technical data or prototypes, castings and spare parts, Party B shall notify Party A by cable of the number of the airway bill, date of the airway bill, data number, contract number, quantity and weight. At the same time, Party B shall send the following documents to Party A by airmail:

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

(b) A detailed list of the technical data, prototypes, castings and spare parts that have been delivered in duplicate.

Article 30 If the technical data or prototypes, castings and spare parts provided by Party B are lost or damaged during the transportation, Party B shall send Party A a replacement free of charge or resend those to Party A as soon as possible and no later than week(s) after receiving a written notice of loss or damage from Party A .

Article 31 The strong packages that are suitable for long-distance transportation, multiple handling, rain-proof and moisture-proof shall be used for the delivery of the technical data.

The following contents shall be marked in English on the inside and outside of each packaging box:

(a) Contract No.

(b) Transport marks

(d) Destination of the technical data

(e) Weight (kg)

(f) Destination of the prototypes, castings and spare parts

Chapter VI Improvement and Modification of the Technical Data

Article 32 In order to meet the design standards, materials, process equipment and other production conditions of Party A, Party A shall have the right to modify and change Party B’s technical data without changing the basic design of Party B. Party A shall notify Party B of these modifications and changes. Party B shall be responsible for assisting Party A in modifying the technical data during the training or technical guidance. Please refer to Annex Ⅲ and Annex Ⅳ for the details.

Article 33 Party A shall add a tail mark after the model to distinguish those modifications affecting the shape, coordination or function, and notify Party B.

Article 34 During the validity period of the Contract, both parties shall submit the technical data of improvement and development to each other free of charge for any improvement and development made within the scope of the Contract.

Article 35 The technology and ownership for improvement and development shall belong to the party making the improvement and development.

Chapter VII Quality Acceptance Test

Article 36 In order to verify the reliability of the contract products manufactured according to the technical data provided by Party B, both Party A and Party B shall jointly check and accept the technical performance and requirements of the contract products at the factory as specified in the Contract. If necessary, the contract products can also be tested or redone at Party B’s factory. Party A may dispatch designated personnel to verify the repeated test. Party B shall be responsible for the cost of the repeated test and Party B’s personnel. Party A shall be responsible for the cost of Party A’s personnel who participate in the repeated test and the cost of translation. Please refer to Annex Ⅶ of the Contract for the specific measures.

Article 37 The technical performance of the examined and tested products shall conform to the standards stipulated in this Contract provided by Party B, and shall pass the appraisal. Party A and Party B shall sign the “Certificate of Test and Acceptance of Contract Products” in quadruplicate, with each party holding two copies.

Article 38 If the technical performance of the examined and tested products fails to meet the technical parameters specified in the Annex, both parties shall, through friendly consultation, jointly study and analyze the causes, take measures to eliminate the defects, and conduct a second examination and acceptance.

Article 39 If the examined and tested products fail to meet the standard due to Party B, all expenses for Party B to dispatch personnel to participate in the second examination and acceptance shall be borne by Party B. If it is due to Party A, the expenses shall be borne by Party A.

Article 40 If the examined and tested products still fail to meet the standard for the second time due to Party B, Party B shall compensate Party A for the direct loss suffered by it, take measures to eliminate the defects, and participate in the third examination. The expenses shall be borne by Party B. If it is due to Party A, the expenses shall be borne by Party A.

Article 41 If the examined and tested products still fail to meet the standard for the third time due to Party B, both parties shall discuss the issue of execution of the Contract. If it is due to Party B, Party A shall have the right to modify the Contract according to Article 53 of the Contract. If it is due to Party A, both parties shall jointly negotiate the issues of further execution of the Contract. Party B shall provide technical consultation to improve the unqualified prototypes at the request of Party A.

2020年12月20日 21:29

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