产品研发合同英文版Word文档格式.docx

1、 Revised No:GENERAL CONTRACTBETWEENAND OFTHE PACKER RUBBERFOR STAGED FRACTURING TOOLIN ALBERT CANADABYUNIVERSITY OF ALBERTAPrepared By:SheetGENERAL CONTRACT BETWEEN AND UNIVERSITY OF ALBERTA OF THE PACKER RUBBER FOR STAGED FRACTURING TOOLIntroductionAccompanying with the fast growing of fracturing o

2、peration 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 mean the Party B） will help Poly-Doctor Petroleum Technology Co. Ltd. Beijing （shall mean the Party A） to develop a packer rubber f

3、or 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 of the packer rubber production line for staged fracturing tool in Alberta, Canada. Internal Order No: UAlberta-2012-11）Parties i

4、n this ContractEntrusting Party （Party A）:Entrusted Party （Party B）: University of Alberta116 St, 85 AveEdmonton, ABCanadaT6G 2R3Articles of Rights and Obligations of two PartiesThe following articles have been discussed and agreed upon between Party A （stands for ） and Party B （stands for Universit

5、y 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 attached in the technical index）.Party A entrusts Party B to research and develop technique proposal of a packer rubber for staged fra

6、cturing tool. The following articles are reached and abided by the both parties. Article 1: Definitions 1.1 Technique proposal of a packer rubber for staged fracturing tool （hereinafter referred to as “the Solution”） shall mean all the required techniques to construct the general idea which will com

7、mit the attached technical index requirements in attachment. The Solution shall include all technical details of all designing schemes and experimental verification for key parameters. 1.2 Technical documentations shall mean all the necessary documents to design the Solution and all the verification

8、 documents that Party B will use in designing the Solution. 1.3 “R&D” shall mean research and development.Article 2: Contents & Scopes of Contract 2.1 The requirements of the Contract Solution 2.1.1 Technical Content:（a） Design technical proposal;（b） Key features verification;（c） Detailed technical

9、requirements see technical index attachment. 2.2 The obligations of both parties 2.2.1 Party B shall submit the R&D plan to Party A within two months after this Contract comes into effect.2.2.2 With the confirmation of the both parties, within the validity of the Contract, Party A shall designate Mr

10、. as Party As project contact person. Party B shall appoint Mr. as Party Bs 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 inform the other party, it shall be held respo

11、nsible for any influence or damage caused by the untimely notification during the performance of the Contract. 2.3 Delivery Party B shall deliver the Contract Solution to Party A before November 1st 2012, which shall be in accordance with the contents as specified in the technical index of Internal

12、Order No: UAlberta-2012-11 of the attachment of the Contract. 2.4 Assessment & Acceptance Confirmed by the both parties, Party A shall adopt the signed standards and methods to examine and accept the Contract Solution by Party B. 2.4.1 To ensure that the Contract Solution supplied by Party B is corr

13、ect, 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 qualified, both parties shall jointl

14、y sign a certificate of acceptance in two copies, one for each party. 2.4.2 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 second assessment and acce

15、ptance 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 responsible for all the losses

16、thus caused, Party A shall have the right to terminate the Contract and raise a claim against Party B according to Article 6；If the responsibility lies in Party A, both parties shall mutually discuss the further implementations of the Contract. 2.5 Contract technical Solution results and related int

17、ellectual 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. 2.5.1 Party A has the right to apply for the patents. The use and the relevant allocation of benefi

18、ts after obtaining the patent right are as following: Party A will own the patent right and benefits. 2.5.2 The profit caused from the use and transfer of the ownership of patent right shall be dealt by the following ways:（a） The right to use technical secret: Owned by party A;（b） The right to trans

19、fer technical secret:（c） The method to allocated the relevant benefits:2.5.3 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.2.5.4 With the both parties confirmation, Party A has the

20、 right to utilize the research and development achievements 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 b

21、e shared by Party A. The detailed allocation of the related benefits shall be as follows: Owned by party A.2.5.5 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

22、 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.Article 3: Contract price 3.1 According to the Contract contents and scopes as specified

23、in Article 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.3.2 The above Contract price is fixed and shall include the expenses of all the technical documentation sp

24、ecified in 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. 3.3 All the calculations and payment of expenses of this contract shall be in US dollars. Article 4: Payment & Payment conditions4.1 Ini

25、tialization expenses after Contract signing: Party A shall pay twenty thousand dollars to Party B;4.2 After the whole primary Solution provided by Party B is qualified and accepted, Party A shall pay thirty thousand dollars to Party B;4.3 After providing the design Solution and simulated the accepta

26、ble results, Party A shall pay one hundred and fifty thousand dollars to Party B;4.4 After providing verification products and qualified, Party A shall pay the rest of three hundred dollars of the total price to Party B. Article 5: Infringements and Confidentiality 5.1 Party B guarantees that the So

27、lution supplied by each party without any interference or charge 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. 5.2 After

28、termination of the Contract term, Party A shall still have the right to use the Solution and technical documentations to manufacture relevant products. Article 6: Guarantees and Claims 6.1 With the both parties confirmation, either party breaches the Contract and thereby causes a standstill, delay o

29、r failure in research and development work, the responsible Party shall undertake the responsibility according to the following stipulations 6.1.1 If 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

30、 days （methods for computing the amount of breach of Contract damages and the compensation for losses）. 6.1.2 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

31、the amount of breach of Contract damages and the compensation for losses）. 6.2 As for the liability for risks involved in a failure or partial failure in research and development caused by insurmountable technical difficulties under the current technology and condition occurring in the process of pe

32、rformance of the Contact, it shall be undertaken by the both parties in accordance with the following stipulations: 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 a