产品研发合同英文版

1、Classification: Final DraftDate:2012-11Project Name: Packer rubber for staged fracturing toolSpecification No:Internal Order No:Client:Revised No:GENERAL CONTRACTBETWEENANDOFTHE PACKER RUBBERFOR STAGED FRACTURING TOOLIN ALBERT CANADABYUNIVERSITY OF ALBERTAPrepared By:SheetGENERAL CONTRACT BETWEEN AN

2、D UNIVERSITY OF ALBERTAOF THE PACKER RUBBER FOR STAGED FRACTURING TOOLIntroductionAccompanying with the fast growing of fracturing operation in petroleum industry in China, the usage of the staged fracturing tools will be expanded markedly.By the invitation of Prof. Gu, University of Alberta (shall

3、mean the Party B) will help Poly-Doctor Petroleum Technology Co. Ltd. Beijing (shall mean the Party A) to develop a packer rubber for staged fracturing tool. The site of the packer rubber manufacturing plant is selected in Alberta.(More information please is noticed in the attachment of the Proposal

4、 of thepacker rubber production line for staged fracturing tool in Alberta, Canada.Internal Order No: UAlberta-2012-11)Parties in this ContractEntrusting Party (Party A) :Entrusted Party (Party B) : University of Alberta116 St, 85 AveEdmonton, ABCanadaT6G 2R3Articles of Rights and Obligations of two

5、 PartiesThe following articles have been discussed and agreed upon between Party A (stands for )and Party B (stands for University of Alberta):The scope of supply for this Contract is Party B helps Party A to build a packer rubber for staged fracturing tool (required technical specification is attac

6、hed in the technical index).Party A entrusts Party B to research and develop technique proposal of a packer rubber for staged fracturing tool. The following articles are reached and abided by the both parties.DefinitionsTechnique proposal of a packer rubber for staged fracturing tool (hereinafter re

7、ferred to as “ theSolution ”sha)ll mean all the required techniques to construct the general idea which will commit the attached technical index requirements in attachment.The Solution shall include all technical details of all designing schemes and experimental verification for key parameters.Techn

8、ical documentations shall mean all the necessary documents to design the Solution and all the verification documents that Party B will use in designing the Solution.“ R&D” shall mean research and development.Contents & Scopes of ContractThe requirements of the Contract SolutionTechnical Content:Desi

9、gn technical proposal;Key features verification;Detailed technical requirements see technical index attachment.The obligations of both partiesParty B shall submit the R&D plan to Party A within two months after this Contract comes into effect.With the confirmation of the both parties, within the val

10、idity of the Contract, Party A shall designate Mr. as Party A project contact person . Party B shall appoint Mr.as Party B project contact person. If 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 to promptly

11、 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.DeliveryParty B shall deliver the Contract Solution to Party A before November 1 st 2012 , which shall be in accordance with the contents as sp

12、ecified in the technical index of Internal Order No: UAlberta-2012-11 of the attachment of the Contract.Assessment & AcceptanceConfirmed by the both parties, Party A shall adopt the signed standards and methods to examine and accept the Contract Solution by Party B.To ensure that the Contract Soluti

13、on supplied by Party B is correct, reliable and advanced ， Party A and B shall jointly perform the assessment and acceptance of the technical Solution and core parameters in accordance with the provisions of items 2.1 - 2.3 of the Contract and technique attachment. If the technical Solution are qual

14、ified, both parties shall jointly sign a certificate of acceptance in two copies, one for each party.If the Solution is not able to meet the requirements of the Contract, both parties shall hold friendly discussions to analyze the reasons and take measures to correct any defect and prepare for the s

15、econd assessment and acceptance of the Contract Solution, and the second assessment shall be delivered to Party A after 120 days of the date of Delivery . If the Solution are still not qualified after the second assessment and acceptance and the responsibility lies in Party B ,Party B shall be respo

16、nsible for all the losses thus caused, Party A shall have the right to terminate the Contract andraise a claim against Party B according to Article 6 ； If the responsibility lies in PartyA, both parties shall mutually discuss the further implementations of the Contract.Contract technical Solution re

17、sults and related intellectual property ownershipConfirmed by the both parties, the technical Solution results and related intellectual property right generated from the Contract shall be settled by the following methods.Party A has the right to apply for the patents. The use and the relevant alloca

18、tion of benefits after obtaining the patent right are as following: Party A will own the patent right and benefits.The profit caused from the use and transfer of the ownership of patent right shall be dealt by the following ways:The right to use technical secret: Owned by party A;The right to transf

19、er technical secret: Owned by party A;The method to allocated the relevant benefits: Owned by party A;The owner of the physical fixed property which was bought by Party B rights of equipments, instruments procured with the funds of research and development is Party B.With the both parties confirmati

20、on, Party A has the right to utilize the researchand development achievements provided by Party B in accordance with the stipulationin the Contract to make follow-up improvement. Thereby the newtechnologic achievements with the feature of substantial or creative technology progress and its right ads

21、cription shall be shared by Party A. The detailed allocation of the related benefits shall be as follows: Owned by party A.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 improvemen

22、t. Thereby the new technologic achievements with the feature of substantial or creative technology progress shall be owned by Party B. The detailed allocation of the related benefits shall be as follows: Owned by Party B.Contract priceAccording to the Contract contents and scopes as specified in Art

23、icle 2, the total price of the Contract Solution provided by Party B including the designs, drawings, product, technical service and training shall amount to five hundred thousand dollars.The above Contract price is fixed and shall include the expenses of all the technical documentation specified in

24、 Article 2 of the Contract. Such Contract price shall also include the expenses for party B to carry out the other Contract obligations of this Contract.All the calculations and payment of expenses of this contract shall be in US dollars.Payment & Payment conditionsInitialization expenses after Cont

25、ract signing: Party A shall pay twenty thousand dollars to Party B;After the whole primary Solution provided by Party B is qualified and accepted, Party A shall pay thirty thousand dollars to Party B;After providing the design Solution and simulated the acceptable results, Party A shall pay one hund

26、red and fifty thousand dollars to Party B;After providing verification products and qualified, Party A shall pay the rest of three hundred dollars of the total price to Party B.Infringements and ConfidentialityParty B guarantees that the Solution supplied by each party without any interference or ch

27、arge from any third party. In case of any interference or charge from a third party, they shall be handled by each party and the third party. The responsibility and loss, either legally or economically, shall be borne by party B.After termination of the Contract term, Party A shall still have the ri

28、ght to use the Solution and technical documentations to manufacture relevant products.Guarantees and ClaimsWith the both parties confirmation, either party breaches the Contract and therebycauses a standstill, delay or failure in research and development work, the responsible Party shall undertake t

29、he responsibility according to the following stipulationsIf Party A breaches Article 4 in the Contract, the responsible party shall pay pursuant to the amount of ten percent (10%) of the Contract price after 20 days (methods for computing the amount of breach of Contract damages and the compensation

30、 for losses).If Party B breaches Article 2, 4 or 5 in the Contract, the responsible party shall pay pursuant to the amount of ten percent (10%) of the Contract price after 20 days (methods for computing the amount of breach of Contract damages and the compensation for losses).As for the liability fo

31、r risks involved in a failure or partial failure in research and development caused by insurmountabletechnical difficulties under the currenttechnology and condition occurring in the process of performance of the Contact, it shall be undertaken by the both parties in accordance with the following st

32、ipulations: undertaking by both sides appointments, appointments first. Confirmed by both parties, the technical risk stipulated in the Contact shall be assessed in the manner of acquirements of authority accepted. The main content of the technical risk assessment shall include its existence, scope,

33、 degree, loss and so on. The technical risk assessment should have the following basic conditions:The technique mentioned in the Contract is difficult enough for the present technologic level;Party B subjectively commits no fault and the failure of research and development is considered by experts a

34、s reasonable.Once one party discovers that the situation is likely to cause a failure or partial failure in research and development, the Discoverer shall inform the other party of the situation within ten days and take appropriate measures to reduce losses. If one party fails to inform the other pa

35、rty in due time and take appropriate measures and as a result the losses are aggravated, the responsible Party shall bear the liability for the aggravated part of the losses.In the performance of the Contract, the technology which is the object of a research and development has been made public by o

36、thers (including the form of patent). One party shall notify the other party to rescind the Contract within five days. If one party fails to inform the other party in due time and as a result the other party losses occur, the other party has right to claim compensation for its losses.Taxes and Dutie

37、sAny tax relating to the implementation of the Contract imposed shall be afforded by each party respectively.Force MajeureForce majeure shall refer to war, flood, fire, typhoon, earthquake and other irresistible accidents that both parties mutually agree as force majeure. In case of force majeure, t

38、he affected party shall notify by telex or cable the other party of the accident as soon as possible and send by standard registered air mail to the other party the evidence issued by the local government within 14 days from the accident. If the implementation is affected by force majeure and the ac

39、cident lasts for more than 20 days, both parties shall hold friendly discussions as soon as possible with regard to the further implementation of the Contract.ArbitrationAll disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no

40、settlement can be reached, the case may then be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Beijing) in accordance with its Arbitration Rules .The arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final

41、and binding upon both parties; neither party shall seek recourse to a law court or other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party.Effectiveness of the Contract and MiscellaneousAfter this Contract is signed by the duly authorized represen

42、tatives of both parties both parties shall submit the Contract to their governments or boards of directors for approval, the date when the later party obtains the approval shall be taken as the effective date of the Contract. Both parties shall attempt to get the Contract approval within 60 days from signing and notify by telex or Email the other party of the approval which is confirmed by the foll