Sample Tech Licensing Contract E.docx

1、Sample Tech Licensing Contract EACLA-Lovells Contract TemplateTechnology Licensing Contract(Prepared by Lovells for instructional and reference purposes only, and should not be construed as legal advice. All rights reserved. See Caveats and Drafting Notes at end of document for further guidance on u

2、se of this template. Last updated in July 2004. All content involving interpretation of the laws of the Peoples Republic of China reflects the results of consultation with EastBright Law Firm.)This contract template has been prepared as part of the All China Lawyers Association (ACLA) - Lovells Lega

3、l Skills Training Series (Training Series), which have covered skills ranging from contract/memo drafting, commercial negotiation, law firm management and corporate law department management. Since the first ACLA-Lovells Legal Skills Training Seminar in January 2003, more than 2,500 lawyers from law

4、 firms and corporate law departments all over China have attended over 250 hours of live training programmes prepared and presented by senior lawyers from Lovells International Law Firm and Chinese legal practitioners.If you have any comments or suggestions regarding this contract template, please c

5、ontact the two chief instructors of the Training Series: Robert Lewis (Foreign Expert, ACLA Education Committee/Managing Partner, Lovells Beijing) at robert.lewis; or John Jiang (Director, ACLA-Lovells Legal Skills Training Series/Partner, EastBright) at john.jiang.For information on DVDs, audio Pow

6、erPoint presentations and transcripts of prior ACLA-Lovells training seminars as well as information on future ACLA-Lovells training seminars and similar training products (including additional bilingual standard contract templates), please contact the ACLA Training Department by email at acla, or c

7、le. A Microsoft Word version of this template is available together with the audio PowerPoint presentation of Seminar on Contract and Legal Memo Drafting on a CD-ROM, published by the All China Lawyers Association. Please contact the ACLA Training Department by email at acla, or cle for details.律协-路

8、伟合同范本系列简介技术许可合同(英文版本)(此范本文书由路伟律师事务所起草，仅供教学与参考之用，不得解释为法律意见。所有权利保留。进一步使用说明，请见文书最后部分的提示与注释。最后一次更新时间2004年7月。本文中所有涉及中国法律解释的内容均由东易律师事务所提供咨询。)本合同范本系列是中华全国律师协会-路伟国际律师事务所法律技能培训项目(“培训项目”)的专题之一。从2003年1月律协和路伟合作举办第一次法律技能培训班以来，来自全国各地的2500多名律师和企业法律顾问参加了由路伟资深国际律师和中国律师事务所资深律师主讲的250多个课时的培训课程。培训项目的内容涉及合同/法律咨询文书制作、商业谈判

9、、律师事务所管理以及企业法律部门管理等等。如果您对本合同范本有任何看法或建议，请通过电子邮件与培训项目的两位主讲律师联系：吕立山(全国律协教育委员会外国专家/路伟律师事务所北京办事处主任) robert.lewis江宪胜(律协-路伟法律技能培训项目专员/东易律师事务所合伙人) john.jiang本合同范本的Microsoft Word版本载于中华全国律师协会推出的“合同及法律咨询文书制作培训”录音-幻灯片VCD光盘。有兴趣订购者可通过电子邮件与中华全国律师协会培训部联系：acla; cle如果您想了解有关律协-路伟培训项目的其他DVD录像光盘、VCD录音-幻灯片光盘、授课讲稿，或者即将推出的

10、其他培训专题和培训资料(包括双语合同范本系列的第二期)，可通过上述电子邮件地址与中华全国律师协会培训部联系。Dated 200Technology Licensing Contract Name - by and between -Licensor NameLicensor- and -Licensee NameLicenseeTable Of ContentsPreliminary Statement 11. Definitions and Interpretation 12. License Grant 13. License Fees 24. Records and Remittance

11、s 25. Software and Firmware 46. Delivery of Technical Information and Tools 67. Technical Assistance and Training 78. Procurement of Components; Subcontracting 79. Quality Maintenance 910. Improvements 911. Sales and Marketing of Licensee Products 1112. Trademarks 1113. Non-Competition 1214. Busines

12、s Conduct Policy 1315. Intellectual Property Indemnities 1316. Representations and Warranties 1417. Registration of Contract; Other Approvals 1618. Term 1619. Termination 1720. Confidentiality 1921. Breach of Contract 2022. Force Majeure 2023. Settlement of Disputes 2124. Miscellaneous Provisions 23

13、Schedule A-Definitions and Interpretation 28Annex Terms of Sublicense of Operating Software 33Caveats and Drafting Notes 35Product Name Technology Licensing ContractThis contract (Contract) is made in city and province, China on this day of , 200 by and between Licensor name, Licensor entity form es

14、tablished and existing under the laws of Party A jurisdiction of incorporation, with its registered addressprinciple place of business at address (hereinafter referred to as Licensor), and Licensee name, Licensee entity form organized and existing under the laws of China with its registered addressp

15、rinciple place of business at address (hereinafter referred to as Licensee). Licensor and Licensee shall hereinafter be referred to individually as a Party and collectively as the Parties. Preliminary StatementA. Licensor is a leading global manufacturer of describe Licensor products.B. Licensee is

16、a manufacturer of describe Licensee products in China. C. Licensee desires to obtain a license to manufacture describe Licensor products to be licensed (as described in more detail in Annex , the Products).D. Licensor agrees to grant Licensee a license to manufacture the Products in accordance with

17、applicable laws and the provisions of this Contract. After friendly consultations conducted in accordance with the principles of equality and mutual benefit, the Parties have agreed to enter into a licensing arrangement in accordance with Applicable Laws and the provisions of this Contract. Now the

18、Parties Hereby Agree as Follows:1. Definitions and Interpretation Unless the terms or context of this Contract otherwise provide, this Contract shall be interpreted in accordance with, and each of the terms used herein shall have the meaning ascribed to it in Schedule A. 2. License Grant2.1 Grant to

19、 LicenseeLicensor hereby grants to Licensee the personal, non-transferable, non-assignable, indivisible: (a) non-exclusive exclusive right to use the Technical Information, Patent Rights and Tools solely to manufacture Licensee Products solely in Licensees Approved Facility in city, province China;(

20、b) exclusive right to sell Licensee Products to Licensee Exclusive Customers and in the Licensee Exclusive Territory and (subject to the provisions of the Product Supply Agreement and the Distribution Agreement) the non-exclusive right to sell Licensee Products in the Licensee Non-Exclusive Territor

21、y.2.2 Term of LicenseThe term of each Patent Right license granted under Article 2.1(a) shall commence on the later of the Effective Date and the date on which the applicable letter patent is issued or granted and shall continue through:(a) the expiration of the term of the relevant Patent Right;(b)

22、 the expiration of the term for which Licensor has the right to grant such a license; or (c) the expiration or early termination of this Contract in accordance with the terms hereof.2.3 No Application Against Patent ValidityLicensee shall not file any application of any kind whatsoever against the v

23、alidity of any of the Patent Rights.3. License Fees3.1 Fee and Royalty Payment Licensee shall pay to Licensor: (a) a License Fee of US$; and(b) a continuing Royalty of percent (%) of Net Sales during the Term in the manner set forth below.3.2 Additional Payment Licensee shall pay to Licensor such ad

24、ditional charges for gathering, copying or otherwise reproducing Technical Information, Tools and information related to modification of Third Party Software supplied hereunder. Licensee shall pay such charges to Licensor within sixty (60) days of Licensors issuance or invoices in respect thereof.4.

25、 Records and Remittances4.1 Fee Payment DateLicensor shall pay the License Fee to Licensor within thirty (30) days following the Effective Date. 4.2 Royalty StatementWithin fifteen (15) days following the end of each semi-annual period ending on June 30, or December 31 quarter ending on March 31, Ju

26、ne 30, September 30 or December 31 during the Term (each a Royalty Period), commencing with the Royalty Period which ends December 31, 200, Licensee shall furnish to Licensor a written Royalty calculation statement substantially in the form attached as Annex (Statement) in respect of the just comple

27、ted Royalty Period. The Statement shall be certified by an authorized officer or director of Licensee. The amount of the Royalty calculated in the Statement shall not be reduced as the result of Licensees extension of deferred payment terms to a purchaser, failure or inability to collect any amount

28、owing from a purchaser or any other reason. Licensee shall furnish whatever additional information Licensor may reasonably request from time to time to confirm the calculation of the Royalty.4.3 Royalty Payment DateWithin sixty (60) days following the end of each Royalty Period, Licensee shall pay t

29、o Licensor the Royalty for such Royalty Period as shown in the Statement for such Royalty Period. 4.4 Remittance of RoyaltyLicensee shall make all payments to Licensor hereunder by telegraphic transfer to Licensors bank account from time to time notified by Licensor to Licensee in writing. 4.5 Tax P

30、aymentsLicensee shall be responsible for all Taxes imposed in respect of the signing or performance of this Contract other than any withholding taxes required to be imposed on payments to Licensor. Licensee shall deduct applicable withholding taxes from payments to Licensor hereunder and shall provi

31、de to Licensor a valid receipt issued by the relevant government authority confirming that the amount withheld has been duly paid to the authority within thirty (30) days. To assist Licensor in obtaining a credit or deduction in Licensors home jurisdiction for any withholding tax paid in China, Licensee shall provide Licensor with such additional evidence as may be required by such relevant foreign tax authorities.4.6 Late Payment InterestIf Licensee fails to make any payment to Licensor within the time sti