技术进口合同范本英文.docx

1、技术进口合同范本英文技术进口合同范本(英文) 来源：商务部服务贸易和商贸服务业司Contract for Equipment Sales and Technology Licensing Contract 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 _,

2、 a company incorporated and existing under the laws of _ with its registered address at _, and with its principal place of business at _ (hereinafter referred to as the “Buyer”), and _, a company incorporated and existing under the laws of the Peoples Republic of China with its registered address at

3、 _，and with its principal place of business at _(hereinafter referred to as the “Seller”). Whereas, the Buyer desires to engage the Seller to provide the Equipment, related design, Technical Documentation, Technical Service and Technical Training and to obtain from the Seller a license of Patent and

4、/or Know-how in relation to the Erection, Test Run, Commissioning, Performance Test，operation and maintenance for the Equipment, 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 Equipment i

5、n accordance with Article 11.5. 1.2 “Commissioning” means the operation of the Equipment 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

6、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 whe

7、n the Contract enters into force upon fulfillment of all the conditions stated in Article 18.1.1.7 “Equipment” means the equipment, machinery, instruments, spare parts and materials supplied by the Seller as listed in Appendix 3.1.8 “Erection” means placing the Equipment to the positions according t

8、o 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, para

9、meters, calculations, or any other indicators.1.10 “Job Site” means the site where the Equipment 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,

10、 Commissioning, Performance Test，operation and maintenance for the Equipment 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 o

11、f 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 g

12、oods has reached _ ( ) percent of the total Equipment price.1.13 “Patent” refers to any and 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

13、 the Equipment, 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 Equipment is able to meet guarantee figures specified in Appendix 1. 1.15 “Technical Documentation” means the techn

14、ical 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 ma

15、intenance for the Equipment, 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

16、 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 Equipment 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

17、for the defects of the Equipment as per Article 12. Article 2 Scope of the Contract2.1 The Sellers Obligation2.1.1 The Seller shall supply the Equipment, provide the design, Technical Documentation, and conduct the Technical Service and Technical Training, and grant the Buyer a right to use the Pate

18、nt and/or Know-how as set forth in the Contract.2.1.2 The Seller shall supply the Equipment which is listed in Appendix 3, the specification is detailed in Appendix 1. 2.1.3 The Seller shall provide design in accordance with Appendix 5, and submit to the Buyer the Technical Documentation listed in A

19、ppendix 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 con

20、cerning the design as per Appendix 2. The Buyer shall ensure the completeness, correctness and accuracy of all such information and data.2.2.2 The Buyer shall at his own costs and expenses, obtain all necessary import permits, undertake customs clearance, take delivery of the Equipment to be supplie

21、d by the Seller and transport them to the Job Site in time.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 th

22、e Seller as per Appendix 6.2.2.4 The Buyer shall at his own costs and expenses, supply all the equipments, spare parts and facilities required, except for the Equipment supplied by the Seller as per Appendix 3. 2.2.5 The Buyer shall at his own costs and expenses, provide the qualified and appropriat

23、e 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

24、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 Equipment with Patent and/or Know-how as well

25、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 th

26、e 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

27、 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 K

28、now-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

29、 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

30、 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 b

31、orne 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 Equipment, design, Technical Documentation and a license fee in a fixed amount, shall be _(say _ only). The breakdown price is as follows:The price for Equipment is _(say _ only). Fee for design is _(say _