Contract技术引进合同英汉对照样本EC.doc

Contract for Technology LicensingContract No. _This Contract (hereinafter referred to as the “Contract”) is made and entered into as of _ (the date of signature ) in _ (the place of signature) through friendly negotiation by and between _, a company incorporated and existing under the laws of _ with its registered address at _, with its principal place of business at _ (hereinafter referred to as the “Seller”), and _, a company incorporated and existing under the laws of the Peoples Republic of China with its registered address at _, with its principal place of business at _(hereinafter referred to as the “Buyer”). Whereas, the Buyer desires to engage the Seller to provide the Know-How related design, Technical Documentation, Technical Service and Technical Training and to obtain from the Seller a license of Patent and/or Know-how in relation to the Erection, Test Run, Commissioning, Performance Test，operation and maintenance for the Plant, as well as manufacture of the Contract Products. Now it is hereby mutually agreed as follows:Article 1 Definitions1.1 “Acceptance” means the Buyer accepted the Licensed Plant in accordance with Article 11.5. 1.2 “Commissioning” means the operation of the Plant in accordance with Article 11.4 for the purpose of carrying out Performance Test.1.3 “Contract” means this Contract signed by and between the Buyer and the Seller, including Appendices attached which shall form an integral part of this Contract.1.4 “Contract Products” refers to all types of the products manufactured with Patent and/or Know-how under the Contract, details of which are specified in Appendix 1.1.5 “Destination Airport” refers to _Airport.1.6 “Effective Date of the Contract” means the date when the Contract enters into force upon fulfillment of all the conditions stated in Article 18.1.1.7 “Plant” means the equipment, machinery, instruments, spare parts and materials supplied by the Buyer as listed in Appendix 2.1.8 “Erection” means placing the Plant equipment to the positions according to the design drawings, and connecting it with relevant equipment and utilities.1.9 “Improvement” refers to new findings and/or modifications made in the validity period of the Contract by either party on Patent and/or Know-how in the form of new designs, formulas, recipes, ingredients, indices, parameters, calculations, or any other indicators.1.10 “Job Site” means the site where the Plant shall be located and/or erected, namely _. 1.11 “Know-how” refers to any valuable technical knowledge, data, indices, drawings, designs and other technical information, concerning the Erection, Test Run, Commissioning, Performance Test，operation and maintenance for the Plant as well as manufacture of the Contract Products, developed and owned or legally acquired and possessed by the Seller and disclosed to the Buyer by the Seller, which is unknown to either public or the Buyer before the Date of Effectiveness of this Contract, and for which appropriate protection measures have been taken by the Seller for keeping Know-how in secrecy. The specific description of Know-how is set forth in Appendix 3.1.12 “Last Shipment” means the shipment with which the accumulated invoice value of shipped goods has reached _ ( ) percent of the total Technical Documentation price.1.13 “Patent” refers to any or all of the effective patent rights possessed by the Seller and licensed to the Buyer under the Contract in connection with the Erection, Test Run, Commissioning, Performance Test,operation and maintenance for the Plant, as well as manufacture of the Contract Products, the No. and list of which are set forth in Appendix 3.1.14 “Performance Test” means the tests for examining whether the Plant is able to meet guarantee figures specified in Appendix 1. 1.15 “Technical Documentation” means the technical indices and data, specifications, drawings, processes, technical and quality standards, and other documents carrying the descriptions and explanations of Patent, Know-how and other technical information, in connection with the Erection, Test Run, Commissioning, Performance Test，operation and maintenance for the Plant, as well as manufacture of the Contract Products, to be provided by the Seller as listed in Appendix 4.1.16 “Technical Service” means the technical instruction, assistance and guidance rendered by the Seller as per Appendix 6. 1.17 “Technical Training” means the training rendered by the Seller as per Appendix 7.1.18 “Test Run” means the initial run of a single machine or the whole system of the Plant without materials.1.19 “Warranty Period” means the period of the warranty given by the Seller as specified in Article 12.2, during which the Seller is responsible for the defects of the Plant as per Article 12. Article 2 Scope of the Contract2.1 The Sellers Obligation2.1.1 The Seller shall provide the design, Technical Documentation, and conduct the Technical Service and Technical Training, and grant the Buyer a right to use the Patent and/or Know-how as set forth in the Contract.2.1.3 The Seller shall provide design in accordance with Appendix 5, and submit to the Buyer the Technical Documentation listed in Appendix 4.2.1.4 The Seller shall conduct the Technical Services at the Job Site as per Appendix 6.2.1.5 The Seller shall conduct the Technical Training as per Appendix 7.2.2 The Buyers Obligation2.2.1 The Buyer shall at his own costs and expenses, provide the Seller with all information and data concerning the design as per Appendix 2. The Buyer shall ensure the completeness, correctness and accuracy of all such information and data.2.2.3 The Buyer shall at his own costs and expenses, perform all the civil works, construction, Erection, Test Run， Commissioning and Performance Test in accordance with the Technical Documentation under the Technical Services rendered by the Seller as per Appendix 6.2.2.4 The Buyer shall at his own costs and expenses, supply all the equipment, spare parts and facilities required. 2.2.5 The Buyer shall at his own costs and expenses, provide the qualified and appropriate technical personnel, labor, tools, utilities and the Job Site in time for Erection, Test Run, Commissioning, and Performance Test as specified in Appendix 2. 2.2.6 The Buyer shall at his own costs and expenses, perform necessary administration and security guard at the Job Site.Article 3 Grant of License3.1 The Seller agrees to grant to the Buyer and the Buyer agrees to obtain from the Seller a license to manufacture the Contract Products as well as to conduct Erection, Test Run, Commissioning, Performance Test, operation and maintenance for the Plant with Patent and/or Know-how as well as to use and sell the Contract Products. The name, model, specification, and technical data of the Contract Products are detailed in Appendix 1. The Buyer shall not make use of Patent and/or Know-how for any purposes other than those stipulated in the Contract without prior written approval from the Seller. The annual output of the Contract Products manufactured by the Buyer shall in no case exceed _. 3.2 (Option 1) The license granted under the Contract shall be an exclusive license. The Seller shall not retain its right to grant the licenses to any third parties, or to explore Patent and/or Know-how as well as to sell the Contract Products by itself within the territory specified in Article 3.4. (Option 2) The license granted under the Contract shall be a non-exclusive license. The Seller shall retain its right to grant the licenses to any third parties, and to explore Patent and/or Know-how as well as to sell the Contract Products by itself within the territory specified in Article 3.4.3.3 The license granted under the Contract shall be a non-transferable and non-sublicensing license, under which the Buyer shall neither be entitled to transfer nor grant sub-license to any third party without prior written approval from the Seller.3.4 Territory3.4.1 The Seller agrees to grant the license to the Buyer only within the territory of _ (country or region). The Buyer shall not explore Patent and/or Know-how in any place other than the Job Site without previous written consent of the Seller.3.4.2 The Seller agrees to grant a license to the Buyer to use and sell the Contract Products only within the territory of _ (Country or region). In case the Buyer fails to perform its obligations under this Clause, all the actual losses and damages thus incurred to the Seller shall be borne by the Buyer, and the Seller shall have the right to terminate the Contract without prejudice to any remedies specified in the Contract.Article 4 Price 4.1 The Buyer agrees to pay the total Contract price, Technical Training and Technical Service fee to the Seller.4.2 The total Contract price, including price of the design, Technical Documentation and a license fee in a fixed amount, shall be _(say _ only). The breakdown price is as follows:Fee for design is _(say _ only). Fee for Technical Documentations is _(say _ only).License fee is _(Say: _ only)4.2.1 The total Contract price for the Technical Documentations is for delivery CIP (by air) _ Airport. CIP term shall be interpreted in accordance with INCOTERMS 2000, issued by the INTERNATIONAL CHAMBER OF COMMERCE (ICC).4.2.3 The above price is fixed and firm.4.3 The total Contract price does not cover the Technical Service fee and Technical Training fee specified in Appendix 6,7.4.4 The total Contract price as well as the Technical Training and Technical Service fee shall not be regarded or in any way be explained or interpreted as covering any of the custom duties, taxes, or charges, fees, and expenses unless expressly listed in the Contract. Article 5 Payment 5.1 Down PaymentWithin _ ( ) days after signing the Contract, the Buyer shall pay _ ( ) percent of the total Contract price amounting _ by T/T to the Seller. .The Beginning of Option.5.2 Option One: Payment by Sight L/CThe balance of the total Contract price amounting _ ( says _ only ) shall be paid by an irrevocable Letter of Credit at sight, issued within _ ( ) days after signing the Contract by a reputable bank in _ acceptable to the Seller in favor of the Seller. The Letter of Credit shall be available upon the presentation of the following documents till _(specific expiration date or a specific circumstance for the expiration of the Letter of Credit).5.2.1 _ ( ) percent of the total Contract price amounting _ (say _ only) shall be paid by the Buyer to the Seller within _ days after the following documents have been submitted by the Seller: (a) Bill of Lading in one (1) original and _ ( ) copies;(b) Commercial Invoice in one (1) original and _ ( ) copies;(c) Packing list in one (1) original and _ ( ) copies;(d) Certificate of Origin in one (1) original and _ ( ) copies;(e) Insurance Policy in one (1) original and _ ( ) copies;5.2.2 _ ( ) percent of the total Contract price amounting _ (say _ only) shall be paid by the Buyer to the Seller within _ days after the following documents have been submitted by the Seller:(a) One (1) copy of the Acceptance Certificate signed by the Buyer as per Article 11.5, or the Sellers written statement specifying the lapse of more than seven (7) days after the Sellers notice requesting the Buyer to issue the Acceptance Certificate in accordance with Article 11.5;(b)One ( 1 ) copy of commercial invoice.5.2.3 _ ( ) percent of the total Contract price amounting _ (say _ only) shall be paid by the Buyer to the Seller within _ days after the following documents have been submitted by the Seller: a) One (1) original Letter of Retention Guarantee in the form of Appendix 10; b) One (1) copy of Commercial Invoice.5.2 Option Two: Payment under a L/GThe balance of the total Contract price amounting _ (say _ only ), plus interest for deferred payment in the amount of _ (say _ only ), totaling _ (say _ only ) as detailed in Appendix 12 shall be paid by the Buyer by installments as specified in Appendix 12 and backed by an irrevocable Letter of Guarantee in favor of the Seller as per the Appendix 11, issued within _ ( ) days after signing the Contract by the reputable bank in _ acceptable to the Seller. .The End of Option.5.3 All the banking charges incurred in the Sellers bank shall be borne by the Seller while those incurred outside the Sellers bank shall be borne by the Buyer.Article 6 Delivery of Technical Documentation 6.3 The Delivery of the Technical Documentation6.3.1 The Technical Documentation listed in Appendix 4 shall be delivered CIP _airport by air within _ ( ) months after the Effective Date of the Contract.6.3.2 The date of airway bill shall be regarded as the actual delivery date of the Technical Documentation.6.3.3 Within _ ( ) working days after sending each lot of the Technical Documentation, the Seller shall inform the Buyer of the Contract number, item number, number and date of airway bill and the flight.6.3.4 In case of shortage, loss of or damage to the Technical Documentation due to the Sellers reason, the Seller shall make supplement to the Buyer within _ ( ) days after receiving the Buyers written notification without any further charge.6.3.5 Before delivery of written version of the Technical Document, the Seller shall provide the Buyer with an electronic copy of the Technical Document through agreed email address.Article 8 Technical Service and Technical Training8.1 The Seller shall dispatch technical personnel to Job Site to render Technical Service in accordance with Contract according to a time schedule agreed upon between both parties. The number, specialty, rank, treatment of the personnel, and payment as well as the contents, and requirements of Technical Service are specified in Appendix 6.8.2 The Buyer shall have the right to send its technical personnel to the relevant factory selected by the Seller for training. The number, speciality, treatment of the personnel, and payment as well as the contents, time schedule, and requirement of training, are specified in Appendix 7.8.3 Either party shall provide assistance to the other partys technical personnel in their application for visa, working permit, and/or other necessary formalities for rendering Technical Service or training under the Contract in the other partys factory.8.4 Either Partys technical personnel shall abide by the laws of the other partys country and the regulations of the other party during their stay in the other partys country.Article 9 Applicable standards 9.1 The Seller shall carry out the design of Plant according to the existing standards of the Peoples Republic of China, namely GB.Article 10 Design and Design Liaison10.1 The Buyer shall provide to the Seller within _ ( ) days after the Effective Date of the Contract, all the design data which shall be taken as the design basis. The Seller shall not be liable to the Buyer for, and the Buyer shall indemnify the Seller and hold the Seller harmless from any damages or failure caused by the incompleteness, incorrectness and/or inaccuracy of any such information and data.10.2 A design liaison meeting shall be held in the _ ( ) month after receiving above mentioned design data, the Seller will dispatch his technical personnel to the Job Site to participate in the meeting. During the meeting period, the Seller will discuss with the Buyer the relevant design details. Both parties shall sign an agreement outlining the design details.10.3 During the design liaison meeting, the Seller and the Buyer shall provide assistance to the others dispatched personnel in arranging entry visas to the respective countries. The expense incurred on the dispatched personnel shall be borne by the party respectively. Article 11 Erection, Test Run, Commissioning, Performance Test and Acceptance 11.1 The Erection, Test Run, Commissioning, Performance Test shall be conducted by the Buyer.11.2 Chief Representatives11.2.1 Each party shall nominate one (1) Chief Representative to deal with the technical matters during the period from the start of the Erection to Acceptance of the Plant. 11.2.2 Detailed arrangements shall be made through friendly discussions by the Chief Representatives of both parties. The Chief Representatives of both parties shall fully cooperate to carry out their duties stipulated in the Contract; however they have no right to revise, alter or amend the Contract without the written authorization of both parties.11.2.3 The Chief Representatives of both parties shall communicate through Linking Sheet for the matters relative to opinions, suggestions and information. The linking sheet shall be countersigned by the other party.11.3 Erection and Test Run11.3.1 The Erection shall be completed by the Buyer in _ ( ) days from the effective date of the Contract. The Sellers Chief Representative shall arrive at the Job Site _ ( ) days prior to the beginning of the Erection. 11.3.2 When Erection is completed and in full conformity with requirements of the Technical Documentation, a Certificate of Completion for Erection of the Plant shall be signed by the Chief Representatives of both parties in two (2) originals, one for each part