国际专利许可合同英文版Word文档下载推荐.docx

1、Article 8 Technical Improvement Article 16 DurationAPPENDIXES appendis 1 Name， Content of Patent Documents and Application of the Patentsappendix 2 Models， Specifications and Technical lndices of the Contract Productappendix 3 The Starting Date and Counting Methods of Royaltyappendix 4 The Content a

2、nd Method of Licensors auditingappendix 5 Training of Party As Personnelappendix 6 Technical Service or Specialist Send by Party Bappendix 7 Verification and Acceptance of the Contract Product This Contract made_on_ day of_，By and be-tween _，organized and existingunder the laws of the Peoples Republ

3、ic of China. with rehistered office at （hereinafterreferred to as Party A） of the first part and _，organized and existing underthe laws of _，with its principal office at_. WITNESSTH Whereas the patent right which said in the Contract os owned by Party B.Whereas Party B has the right and agreed to gr

4、ant Paryt A the rights to Use，manufac-ture and sell the Contract Products of the PPatented Technology;Whereas Party a hoPe to use the Patented Technology of Party B to manufacture and selltheContract Products;Both Parties authorized representatives， through friendly negotiation， have agreeto en-ter

5、into this Contract under the ertms as stipulated below;Artide 1 DefinitionsFor the purpose of this Contract， the following terms have the following meanings;1.1.Patented Technologymeans those letters patent， and applications thereforpresently owned or hereafter acquired by Party B and/or which Party

6、 Bhas or may have therigt to control or grant license thereof during the term hereof in any or all countriesof the world and which are applicable to or may be used in the manufacture of Cotract Products.1.2. Contract Productsmians the products described in Appendis2 annexed hereto，to-gether with all

7、 improvements and modifications thereof or developments with respectthere-to.1.3. Patty Ameans_. or his legal representative， agent and inhetitorto theproperty of the Company.1.4. Party B means_，or his legal representative，agent and inheritor，to the property of the Company.1.5. The Contraet Factory

8、means the place which Party Party A manufactures theContract Products. That is_.1.6.Spare Pmenas replacement parts for Contract products or for any part there-of.1.7. Componentsmeans those components and parts of Contruct Produets which Par-tyB has agreed or may from time to time agree in writing to

9、 permit Party A to manufactureor sell.1.8. Technical Documentsmeane engineering， manufacturing and originatinginforna-tion relatiog to the manufacture and servicing of Contract Products， includingdrawings， blueprints，design sheets， material specifications， photographs， photostats and general da-ta，

10、and designs and pecifications relatingto manufacturing Contract Producdts， tools and fix-tures， but includes，however， onlysuch information as is available to Party B and applicable to the operations of Party Aunder this Contract which detaile as per Appendis 1 to the Con-tract.1.9 Net Selling Price

11、menans remaining amount of invoice value of theContractProd-ucts， after deduction of packahing， installation and freight charges，trade and discount，commission，insurance and taxes and duties. if any， directlyapplicable to the Prdduct.1.l0 The Date of Coming into Effect of the Contractmeans the date o

12、f raificationofthe Contract by the managing constructure of the parties or by the competentauthorities ofboth parties， whichever comes later.Article2 Scope of the Contract 2.1. Party A agrees to acquire from Party B and Party B agrees to transfer to Party Athe patented Technology for Contract Produc

13、ts. Such Patented Technology shall be in exactaccordance with the technologyof Party Bs latest products. 2.2 Party B grants Party A the non-exclusive right to design and manufactureContractProducts in China and to markdt the said Products in China and abroad. 2.3 Party B shall be responsible to prov

14、ide Party A with documents relevant to thesaidPaptents and with special fittings of the samplemachine their concrete details andschedule ofdelivary being set out in Appendix 2 to the Contract.2.4 The Contract does not cover the Patented technology for the parts from othercoun-tres.But Party B shall

15、provide Party A with the specimens and the tecincal specifications andthe name of the manufacturers of the parts.2.5 party B shall be responsible for the training of Party As technicl personnelin Party Bs relevant facilities and also do its best to enable Party As technicalpersonnel to masterthe Pat

16、ented Technplogy of the aforesaid Contract Product （details asper Appendix 5 to the Contract）. 2.6 Party B is obliged to send at its own expense technical personnel to Party Asfacto-ry for technical service （details as per Appendix 6 to the Contract）.2.7 If it is required by Party A. Pafrty B shall

17、be under an obligation to provideParty Aat the most favourable price wity parts， accessories， raw materials， fittings，etc. for COn-trade mark the two Parties.2.8 Party B grants Party A the rignt to use Party Bs trade mark， and use thecombinedtrade，mark of both parties or mark the wouding production

18、according toLicensors Licenceon the Contract Produets.Article 3 Price of the Contract3.1 price of the Contract shall be calculated on Royalty in accordance with thecontent and scope sipulated in Artice 2 to the Contract and shall be paid in_.3.2 Royalty under the Contract shall be paid from_ months

19、after the the dateofcoming into effect of the Contract in terms of Calendar Year. The date of settlingaccountsshallbe 31，December of each year.3.3 Royalty at the rate of_ % （_percent ） shall be Calcuated interms ofnet Selling Price after the Contract Products are sold in this year，the ContractProduc

20、ts which not sold shall not be included. 3.4 The report of the selling quantity， net selling amount of the contract ProductsandRoyalty which should be paid in last year shall be submitted to Party B in writtenform by Party A within 10 （ten） days after the date of settling accounts to Royalty. Thespe

21、cific methods which calculatenet selling amountand Royalty are detailed in Appendix 3to the Contract.3.5 The Contract Products sold by Party A pursuant to the patent license hereingranted shall be deemed to have been sold when paid for.3.6 If the Contract Products are returned or allowances made the

22、reon after the royaltythereon has been paid Party A shall be entitled to take ppropriate erdit for suchoverPay-mentagainst royalties thereafter accruing.3.7 If Party B demand to audit the accounts of Party A，it shall notice Party A withinl0（ten） days after receiving the written notice of Party A in

23、accordance with Article3.4 of the Contract.The speeific content and procedure of auditing accounts aredetailed in Appendix 4 tothe Contract.Article 4 Couditions of Payment4.1 Royalty stipulated in Section 3 to the Contract shall be effected by Party A toarty Bthrough the Bank_（here it is the busines

24、s Bank of Party A， and the Bank_（here it is the busines Bank of Party B）， payrnent shall be settled in_.4.2 Party B shall immediately issue the related documents ofter receiving the writtennotieesubmitted by Party A in accordance with Artiele 3.4 of the Contract， the Royaltyshall be paid by Party A

25、to Party B within 30（thirty） days after Party A has received thefol-lowing documents whichare provided by Party B and found them in confoumity with thestipulations of thContract.A. Four copies of the statement on calculation of the royalty;B. Four copies of the commercial invoice;C. Two copies of th

26、e sight draft.4.3 Party A shall have the right to deduct from any of the above mentioned payment theppenalties and/or compensations which party B shall pay in accordance with thestipulations ofthe Contract.ArticIe 5 Technical service and Training5.1 Technicgl Service5.1. l During the validity period

27、 of the Contract， Party B shall send a specialist toPartyAs factory to explain the drawings and technical documents and to provide teehnicalservise indesigning.manufacturing， adjustment，inspection and maintenance of theContracted Pro-duet so to eheble Party A to use， as fast as possible， home materi

28、alsand raw components without affeeting the properties of the Products so manufactured. 5.1.2 Party B shall twice send its specialists to Party As factory to provldetechnicalservice for a total of 30 working days man. 5.l.3 The first technical service sha1l start in the sixth month after the Contray

29、tcomesinto effect. Party B shall send a specialist to Party As factory to providetechnical service for 12 working days/man.5.1.4 The second technical service shall start during the verification of theCortractedProduets.Parth B shall send a specialist to Party As factory to providetechnical servicefor18 working days/man.5.1.5 Party B shall， for its specialists， bear their travelling expensee. ParthAshall be responsible for Boarding and lodging and affording