开发合同英文模版

1、2.3 / 8Technology Development (Commission) ContractEn trusti ngParty(PartyA):Locatio n:Legal Represe ntative: Project Con tact Pers on: Con tact In formati on: Address:Tel:Fax:Email:En trusted Party (Party B):Locatio n:Legal Represe ntative: Project Con tact Pers on:Con tact In formati on:Address:Te

2、l:Fax:Email:In the Con tract, Party A en trust Party B to research and developProject.s Republic ofThe R&D fund and remun eratio n shall be born by Party A. Party B accepts the en trustme nt and hereby con ducts the R&D work. In accorda nee with the Con tract Law of the PeopleChina, and on t

3、he principle of reality and mutual agreement through negotiations on the basis of equality, the follow ing articles are reached and abided by the two parties:Article 1 The requireme nts of the R&D project in the Con tract1. Tech ni cal Objective:2. Tech ni cal Content:3. Technical Method and Str

4、ategy:Article 2 Party B shall submit the R&D pla n to Party A withindays after this Con tract comes intoeffect. The pla n should in clude the follow ing content:1. 3. 4. Article 3 Party B shall accomplish the R&D work accord ing to the follow ing schedule:1. 2. 3. 4. Article 4 Party A shall

5、provide the following technical data and cooperation to Party B:1. Tech ni cal Data List:2. Delivery Date and Manner:3. Other cooperati on matters:After the performa nce of the Con tract, the above tech ni cal data shall be han dled by the followi ng ways:Article 5 Party A shall pay the R&D fund

6、 and remuneration according to the following terms:1. The total amount of the R&D fund and remuneration is in stallme nt payme nt or royalty payme nt). The detailed payme nt mode and date are as follow ing:calculati on.(1) 3. The information of Party B' s Bank Name, Bank Address and account

7、number is as following:Bank Name:Bank Address:Acco unt Name:4. With the two parties ' con firmati on. Party A shall pay the R&D fund and remun erati on to PartyB by means of the profit shari ng which is gen erated from the R&D achieveme nts. Party B has theright to check Party A' s r

8、eleva nt acco unts in the manner _of.Article 6 The R&D fund shall be used by Party B in the form of. Party A has the rightto inspect Party B ' s R&D work and the utilization of R&D fund by the means of, butParty A should avoid disturbing the normal work of Party B.Article 7 Any cha n

9、ges occurred in the Con tract shall be con firmed in a writte n form through the negotiation of the two parties. Under the following circumstances, one party may submit the request for modificati on of the rights and obligati ons stipulated in the Con tract, and the other party shall make a reply wi

10、th indays. If it fails to reply with in the time limit, the request shall beregarded as being accepted.7 / 8Article 8 Party B shall not tran sfer part of or the en tire of the R&D work stipulated in the Con tract to the third party without the consent of Party A. But under the following circumst

11、ances, Party B may tran sfer part of or the en tire of the R&D work stipulated in the Con tract to the third party without the consent of Party A.Party B may tran sferin cludesArticle 9 As for the liability for risks involved in a failure or partial failure in research and developme nt caused by

12、 in surm oun table tech ni cal difficulties un der the curre nt tech no logy and con diti on occurri ng in the process of performa nee of the Con tact, it shall be un dertake n by the two parties in accorda nee with the follow ing stipulati ons:Con firmed by both parties, the tech nical risk stipula

13、ted in the Con tact shall be assessed in the manner of . The maincontent of the tech ni cal risk assessme nt shall in clude its existe nee, scope, degree, loss and so on. The tech ni cal risk assessme nt should have the follow ing basic con diti ons:1. The project men ti oned in the Con tract is dif

14、ficult eno ugh for the prese nt tech no logic level;2. Party B subjectively commits no fault and the failure of research and development is considered by experts as reas on able.Once one party discovers that the situati on is likely to cause a failure or partial failure in research and developme nt,

15、 the Discoverer shall inform the other party of the situatio n with indaysand take appropriate measures to reduce losses. If one party fails to inform the other party in due time and take appropriate measures and as a result the losses are aggravated, the responsible Party shall bear the liability f

16、or the aggravated part of the losses.Article 10 In the performance of the Contract, the technology which is the object of a research and development has been made public by others (including the form of patent). One party shall notify the other party to rescind the Contract within days. If one party

17、 fails to inform the otherparty in due time and as a result the other party' s losses occur, the other party has right to claimcompensation for its losses.Article 11 Mutually confirmed, the two parties shall undertake the following obligations of maintaining confidentiality stipulated in the Con

18、tract:Party A1. Content of confidentiality (including technical information and operation information)2. Secret related personnel:3. Term of confidentiality4. Responsibility over confidential information disclosure:Party B1. Content of confidentiality (including technical information and operation i

19、nformation)2. Secret related personnel:3. Term of confidentiality4. Responsibility over confidential information disclosure:Article 12 Party B shall submit the R&D achievements to Party A in the following format:1. The delivery method and quantity of the R&D achievements:2. Delivery date and

20、 place:Article 13 Con firmed by both sides, Party A shall adopt the follow ing sta ndards and methods to exam ine and accept the R&D result accomplished by Party BArticle 14 Party B shall guarantee that the research and development achievements delivered to Party A shall not infringe the legitim

21、ate right and in terests of any third party. If a third party alleges that the use of such achievements by Party A infringes any rights of another party, Party B shallArticle 15 Con firmed by the two parties, the R&D achieveme nts and the adscripti on of the releva nt in tellectual property righ

22、t gen erated from the Con tract shall be settled by the _method.1. (Party A, Party B, Both) has or have the right to apply for the pate nt right.The use and the releva nt allocati on of ben efits after obta ining the pate nt right are as follow ing:2. Settled in the form of technical secret. The pro

23、fit caused from the use and transfer of the adscriptio n of pate nt right shall be dealt by the follow ing ways:(1) The right to use tech nical secret:(2) The right to tran sfer tech nical secret:(3) The method for allocati on of the releva nt ben efits:The adscriptio n of in tellectual property rig

24、ht in the Con tact shall be prescribed by the two partiesas followi ng:Article 16 Party B shall not transfer the research and development achievements to a third party without authorizatio n before Party B delivers the tech ni cal achieveme nts to Party A.Article 17 The R&D staff of Party B who

25、has accomplished the Con tract project shall have the right to be n amed as such in the docume nt related to the tech no logical achieveme nts and the right to receive certificates of honor and awards.Article 18 The owner of the property rights of equipments, supplies and data procured with the fund

26、s of research and developme nt is(Party A, Party B, both parties).Article 19 With the two parties' confirmation and on the request of Party A, Party B shall providetechnical guidance and training to the personnel designated by Party A or provide the technical service related in the applicati on

27、of the research and developme nt achieveme nts after the delivery of the R&D achieveme nts.1. The content of tech nical service and guidance:2. Place and mode:3. Expense and payment mode: Article 20 With the two parties c'onfirmation, either party breaches the Contract and thereby causes a s

28、tandstill, delay or failure in research and development work, the responsible Party shall undertake the responsibility according to the following stipulations:1. If Party breaches Article in the Contract, the responsible party shall paypursuant to(methods for computing the amount of breach of contra

29、ct damagesand the compensation for losses).2. If Party breaches Article in the Contract, the responsible party shall paypursuant to(methods for computing the amount of breach of contract damagesand the compensation for losses).3. If Party breaches Article in the Contract, the responsible party shall

30、 paypursuant to(methods for computing the amount of breach of contract damagesand the compensation for losses).4. If Party breaches Article in the Contract, the responsible party shall paypursuant to(methods for computing the amount of breach of contract damagesand the compensation for losses).5. If

31、 Party breaches Article in the Contract, the responsible party shall paypursuant to(methods for computing the amount of breach of contract damagesand the compensation for losses).Article 21 With the two parties' confirmation, Party A has the right to take use of the research anddevelopment achie

32、vements provided by Party B in accordance with the stipulation in the Contract to make follow-up improvement. Thereby the new technologic achievements with the feature of substantial or creative technology progress and its right adscription shall be shared by (PartyA, Party B, the two Parties). The

33、detailed allocation of the related benefits shall be as follows: After the accomplishment of the R&D works stipulated in the Contract, Party B has the right to take use of the research and development achievements to make follow-up improvement. Thereby the new technologic achievements with the f

34、eature of substantial or creative technology progress shall be owned by (Party A, Party B, the two Parties). The detailed allocation of the relatedbenefits shall be as follows: Article 22 With the confirmation of the two Parties, within the validity of the Contract, Party A shall designateas Party A

35、 's project contact person. Party B shall appoint as Party Bproject contact person. The contact person shall undertake the following responsibilities: 123If any changes of the contact person occur, one party shall inform the other party based on written materials in due time. If one party fails

36、to promptly inform the other party, it shall be held responsible for any influence or damage caused by the untimely notification during the performance of the Contract.Article 23 With mutual confirmation, one party can notify the other party to cancel the Contractun der the followi ng con diti ons which make the performa nee of the Con tract unn ecessary or impossible.1. Because of Force Majeure or tech ni cal risks:2. 3. Article 24 Any dispute aris ing from the performa nce of the Con tract