国际技术转让合同(中英对照).doc

LICENSE CONTRACT OF TECHNOLOGYFOR THEMANUFACTURING OF _Date of signing : _,_Place of signing : Beijing. ChinaContract No.: _In accordance with Bid No. _under the I.B.R.D. Loan No. _, International Tendering Company of China National Technical Import and Export Corporation, Beijing PRC(hereinafter referred to as the “Licensee”) on the one hand, and _Company, Germany (hereinafter referred to as the “Licensor”) on the other hand，Whereas the Licensor has the technical know- how for design, manufacture, assembly, installation, test, inspection, adjustment, operation, maintenance, management and sale of Railway_ as required by Licensee;Whereas the Licensor has the right and agrees to transfer the above mentioned technical know how to the Licensee for the manufacture of Railway _product;Whereas the Licensee agrees to introduce the Licensors technical know-how for design, manufacture, maintenance, sale and export of the Railway_ product;Whereas the Licensee agrees to introduce the Licensors technical know-how for design, manufacture, maintenance, sale and export of the Railway _ product;Whereas the Licensor agrees to supply to the Licensee and the Licensee agrees to obtain from the Licensor a certain amount of parts and components for the assembling and manufacturing of the Railway_ product under other contract.The authorized representatives of both parties, through friendly negotiations, have agreed to enter into the Contract under the terms and conditions as stipulated below;ARTICLE 1 DEFINITIONS 1.1 “The Licensee” means International Tendering Company of China National Technical Import and Export Corporation, Beijing, P.R.C. 1.2 “The Licensor” means _Company, Germany. 1.3 “The Contract” means the agreement entered between the Licensee and the Licensor, as recorded in the Contract signed by both parties including all annexes, attachments and appendices thereto and all documents incorporated by reference therein. 1.4 “The contract Price” means the price payable to the Licensor by the Licensee under the Contract for the full and proper performance of its contractual obligations. 1.5 “The Contract Products” means all the products with the models and specifications and performances which are manufactured by the technology transferred by the Licensor to the Licensee as stipulated in Annex 2 to the Contract. 1.6 “The Contract Factory” means the place where the Licensee manufactures the Contract Products by using the Technology supplied by the Licensor, That is Beijing _ factory. 1.7 “The Technical Documentation and Software” means all the documents to be supplied to the Licensee by the Licensor as stipulated in Annex III of the Contract, It consists of the followings: A. All the technical indices, drawings, design, technical documents and software relating to the design, manufacture, calculation, assembly, installation, test, managements, inspection, adjustment, operation, maintenance, acceptance test and sale of the Contract Products; B. All the technical indices, drawings, design, technical documents and software relating to the inspection, installation. Commissioning, testing, acceptance, operation and maintenance of the Contract Equipment; C. All the technical indices, drawings, technical documents and software relating to the inspection, testing, adjustment, assembly and maintenance of the SKD/CKD Parts. 1.8 “The Technical Service” means the technical assistance, supervision, instruction, training and other services under the contract to be rendered by the Licensor to the Licensee as stipulated in Annex VI and Annex_VII_ to the Contract. 1.9 “SINOT RANS” means China National Foreign Trade Transportation Corporation, which is the appointed agent of the Licensee for receipt of the Technical Documentation and Software, the Contract Equipment and the Parts at the ports of destination: A. Xingang seaport: SINOTRANS, TANGGU BRANCH 44 Xingang Road, Tanggu, Tianjin, 300400, China Telex: 23187 TGFTT CN, FAX:022 984757 B. Beijing Airport: SINOTRANS, Beijing Air Freight Co. Anjialou Liangmaqiao Road, Beijing, 100621, China Telex: 210205 AIRFT CN 1.10 “PRC” means the Peoples Republic of China. 1.11 “FRG” means Federal Republic of Germany 1.12 “The World Bank” means the International Bank for reconstruction and Development (I.B.R.D.) and International Development Association.ARTICLE 2 OBJECT OF THE CONTRACT 2.1 The licensor has agreed to transfer to the Licensee and the Licensee has agreed to obtain from the Licensor the technical know-how for the design, manufacture, assembly, installation, test, inspection, adjustment, operation and maintenance and management of the Contract Products. The name, model, specifications and technical indices of the Contract Products are detailed in Annex _II_ to the Contract. 2.2 The Licensor has agreed to grant the Licensee the license and right to design, manufacture, use, sell in PRC the Contract Products and export the Contract Products. The license and right are non-exclusive and non-transferable. 2.3 The Licensor has agreed to provide the licensee with the Technical Documentation and Software related to the Contract Products. The contents, copies and time of delivery of the Technical Documentation and Software are detailed in Annex V and AnnexVI to the Contract. 2.4 The Licensor has agreed to dispatch his technical personnel to the Contract Factory, for Technical Services. The specific contents and requirements for the Technical Services are detailed in Annex IX to the Contract. 2.5 The Licensor has agreed to give the Licensees personnel technical training in Licensors factories and at the Contract factory, to ensure that the Licensees technical personnel; shall master the above technical know know transferred to the Licensee. The specific contents and requirements of technical training are detailed in Annex X to the Contract. 2.6 The Licensor has agreed, upon the request of the Licensee for a period of 10 (ten) years after the date of validity of the Contract, to supply the Licensee at the most favorable price with the parts, components, raw materials and accessories which are necessary for manufacturing the contract Products under a separate contract to be signed in due time. 2.7 The Licensor has agreed, upon the request of the Licensee for a period of 10 (ten) years after the date of validity of the Contract, to supply the Licensee at the most favorable price with equipment and software which are made or developed by the Licensor and are necessary for manufacturing the Contract software which are made or developed by the third party and are necessary for manufacturing the Contract Products. 2.8 The Licensor has agreed to grant the Licensee the license and right to use, on the contract Products manufactured by the contract Factory, the word “ Made in China under license of “followed by Name of the Licensor, at the option of the Licensee, provided the Contract Products can meet the technical and quality requirement as specified in Annex II of the Contract.ARTICLE 3 CONTRACT PRICE 3.1 The total Contract price, which is based on the contents and scope stipulated in Article 2 to the Contract and the Licensors fulfillment of his obligations under the Contract, shall be _ DEM, (SAY: _ DEUTSCH MARK ONLY) details as follows: 3.1.1 Price for Technical Know-how: _ DEM (SAY: _ DEUTSCH MARK ONLY). The breakdown prices of the technical know-how are as follows: A. Technology transfer fee is: B. Technical documentation and software fee (CIP Beijing Port) is _ DEM (SAY: _ DEUTSCH MARK ONLY). C. Personnel training fee is _ DEM (SAY: _ DEUTSCH MARK ONLY). D. Technical service fee is _ DEM (SAY: _ DEUTSCH MARK ONLY). 3.2 The above-mentioned total Contract Price shall be firm and fixed price for the Licensors obligation under the contract including all expenses incurred for delivery of the Technical Documentation and Software CIF Beijing Airport, China.ARTICLE 4 TERMS OF PAYMENT 4.1 All the payment stipulated in the Contract shall be effected in DEUTSCH MARK (DEM) through an irrevocable letter of credit partial shipment allowed under the I.B.R.D. Loan No. _ for the price for the Technical Know-how, obtained from the World Bank opened in favor of the Licensor. 4.2 The Licensee shall within thirty (30) working days after effectiveness of the Contract, open an irrevocable letter of credit by the Bank of China, Beijing in favor of the Licensor, in a bank in his country nominated by the Licensor and accepted by the Licensor, for and amount equivalent to the total Contract price, the letter of credit shall permit payments as stipulated in Article 4.3. 4.3 Payment for the Price for the Technical Know-how 4.3.1 10% (ten percent) of the total price for the technical know-how under Article 3, namely _ DEM (SAY: _DEUTSCH MARK ONLY) shall be paid after the Licensor has presented the following documents provided they are in conformity with the stipulations of the Contract. A. One Photostat copy of valid export license issued by the relevant authorities of the Licensors of Licensors subcontractors country, or one copy of the letter issued by the relevant authority of the Licensors country starting that the valid export license is not required. B. One original and one copy of the irrevocable letter of guarantee issued by the Licensors Bank for a sum of 10% of the total price of for the technical know- how in favor of the Licensee, The specimen of the letter of guarantee is detailed in Annex XII to the contract. C. Four copies of the proformal invoice covering the total price for the technical know-how D. Two copies of the sight draft to be drawn on the Licensee to the Bank of China, Beijing. E. Four copies of commercial invoice. The above- mentioned documents shall be presented not earlier than 30 days after effectiveness of the Contract. 4.3.2 25% (twenty five percent) of the total price for the technical know-how under Article 3, namely _ DEM (SAY: _DEUTSCH MARK ONLY) shall be paid after the Licensor has delivered the first batch of the technical Documentation/ Software as stipulated in Annex VI to the Cntract and against presentation of the following documents provided they are in conformity with the stipulations of the Contract: A. Five copies of the commercial invoice. B. Two copies of the sight draft to be drawn on the Licensee to the Bank of China, Beijing. C. Five copies of the airway bill for the first batch of the technical Documentation and/or software. D. Five copies of the packing list for the first batch of the Technical Documentation and/or Software. E. Two copies of the letter issued by the Licensee confirming that the Licensor has delivered to the Licensee the first batch of Technical Documentation and/or Software as stipulated in Annex _and Annex _ 4.3.3 50% (fifty percent) of the total price for the technical know-how under Article 3, namely _ DEM (SAY: _ DEUTSCH MARK ONLY) shall be paid after the Licensor has delivered the last batch of the Technical Documentation/Software as stipulated in Annex _ to the Contract and against presentation of the following documents provided they are in conformity with the stipulations of the contract: A. Four copies of the commercial invoice. B. Two copies of the sight draft to be drawn on the Licensee to the Bank of China, Beijing. C. Five copies of the packing list for delivering the last batch of the technical Documentation and/or Software. D. Five copies of the packing list for delivering the last batch of the Technical Documentation and/or Software. E. Two copies of the letter issued by the Licensee confirming that the Licensor has delivered to the Licensee all Technical Documentations as stipulated in Annex _ 4.3.4 15% (fifty percent) of the total price for the technical know-how under Article 3, namely _ DEM (SAY: _ DEUTSCH MARK ONLY) shall be paid after acceptance of the Contract Products by the Licensee and against presentation of the following documents provided they are in conformity with the stipulations of the Contract: A. Four copies of the commercial invoice. B. Two copies of the sight draft to be drawn on the Licensee to the Bank of China, Beijing. C. Two copies of the Acceptance Certificate for the Contract Products signed by the both Parties. 4.4 The License shall have the right to deduct from the performance Bond or relevant payment under negotiation the penalties in form of liquidate damages, which Licensor shall pay in accordance with the stipulations of the Contract. 4.5 The banking charges incurred in the P.R.C. shall be borne by the Licensee and those incurred outside the P.R.C. shall be borne by the Licensor. The Licensor shall bear all interest charge in case they occur in the negotiation of the payment, unless these interest charges have been occurred by reasons of default by the Licensee.ARTICLE 5 DELIVERY OF THE TECHNICAL DOCUMENTATION AND SOFTWARE 5.1 The Licensor shall deliver to the Licensee the Technical Documentation and Software at Beijing Airport in accordance with the contents, copies and time stipulated in Annex _ to the Contract. The risk of the Technical Documentation shall be transferred from the Licensor to the Licensee after its arrival at Beijing Airport, China. 5.2 The data stamped by Beijing Airport, China shall be the actual date of delivery the Technical Documentation and Software. 5.3 The Licensor shall, within two (2) working days, after dispatching each batch of the Technical Documentation and/or Software, inform the Licensee and Contract Factory by telex or fax of the Contract number, number of parcels, weight, flight and expected arrival date. At the same time, the Licensor shall airmail to the Licensee and the Contract Factory each two copies of the airway bill and the detailed list of the Technical Documentation/Software. 5.4 In case of any loss, damages or shortage caused to the Technical Documentation and Software during the transportation, the Licensor shall make supplementary or replaceable delivery to the Licensee within 45 (forty-five) days after receiving the Licensees written notice without any charges.5.5 The Technical Documentation and Software shall be packed in strong cases suitable for long distance transportation and numerous handling with protective measures against moisture and rain.5.6 The following contents shall be marked on the cover of each package of the Technical Documentation and Software with indelible paint in conspicuous English printed words:A. Contract No.: _.B. Consignee: International Tendering Company of China National Technical Import and Export CorporationC. Consignee code: _.D. Destination Airport: Beijing Airport.E. Shipping Mark: _.F. Gross/Net Weight (kg): _G. Item No./Case No.: _H. Dimension (L x W x H in CM): _5.7 In side of each package of the Technical Documentation and software, there shall be two copies of the detailed list to identify each part.5.8 For the delivery of the Technical Documentation and Software, partial shipment is allowed. Transshipment is not allowed.5.9 The Technical Documentation and Software shall be carried flight belonging to the member countries of the World Bank and Switzerland.5.10 The Licensor shall effect the insurance, with insurer from eligible source country, for and amount of 110% of the total contract price on “all risks” and “war risk” basis at the Licensors expenses with the Licensee as the beneficiary.5.11 All of the Technical Documentation and Software, and services supplied under the Contract shall have their origin in the countries and areas eligible under the current World Bank Guideline for Procurement.ARTICLE 6 TECHNICAL SERVICE AND PERSONNEL TRAINING 6.1 The Licensor shall send his skilled, healthy and competent technical personnel to the Contract Factory of the Licensee to provide Technical Service on site in accordance with the stipulations of the Contract. The stipulation, the number of personnel, specialty, task, content and duration in PRC are detailed in Annex _ to the Contract. 6.2 The Licensee shall provide assistance for entry and exit visa, work and life in PRC for the Licensors Technical Service personnel. The treatment conditions of the Licensors technical personnel in PRC are detailed in Annex _ to the Contract. 6.3 The Licensors technical personnel sent to PRC for the Technical Service shall observe the laws of the Peoples Republic of China and rules and regulations of the contract Factory in the period of service in PRC. 6.4 The Licensee shall send his technical personnel to the relevant factories of the Licensor for technical training. The number of personnel, specialty, content, duration and requirement of training are detailed in Annex _ to the Contract. 6.5 The Licensor shall provide assistance for entry and exit visa and shall provide the facilities necessary for the technical training for the Licensees trainees. The treatment conditions of the trainees in the Licensors country are detailed in Annex _ to the Contract. 6.6 The Licensees personnel under training shall observe the laws of the Licensors country and the rules and regulations of the Licensors factories in the period of training.ARTICLE 7 ACCEPTANCE OF THE CONTRACT PRODUCTS 7.1 In order to verify the completeness, correctness and reliability of the Technical Documentation and Software supplied by the Licensor under the Contract, the Licensor shall, at his own expense send his representatives to carry out acceptance test on the Contract