国际技术转让合同范本中英文版.docx

1、国际技术转让合同范本中英文版 编号：_本资料为word版本，可以直接编辑和打印，感谢您的下载国际技术转让合同范本中英文版 甲 方：_乙 方：_日 期：_说明：本合同资料适用于约定双方经过谈判、协商而共同承认、共同遵守的责任与义务，同时阐述确定的时间内达成约定的承诺结果。文档可直接下载或修改，使用时请详细阅读内容。International Tendering Company of China National Technical Import and Export Corporation , Beijing PRC(hereinafter referred to as the“Licensee

2、 ”)on the one hand, and Company Germany (hereinafterreferred to as the Licensor ”)on the other hand ,Whereasthe Licensor has the technical know- how for design , manufacture , assembly， installation ， test ， inspection ， adjustment ， operation ， maintenance , management and sale of Railway as requir

3、ed byLicensee;Whereas the Licensor has the right and agrees to transfer the above -mentioned technical know how to the Licensee for the manufacture ofRailway product;Whereas the Licensor agrees to supply to the Licensee and the Licenseeagrees to obtain from the Licensor a certain amount of parts and

4、 componentsfor the assembling and manufacturing of the Railway product underother contract.,through friendlyThe authorized representatives of both parties negotiations , have agreed to enter into the Contract under the terms and conditions as stipulated below;ARTICLE 1 DEFINITIONS1.1“The Licensee ”

5、means International Tendering Companyof China National Technical Import and Export Corporation , Beijing , P.R.C.1.2“The Licensor ” means Company Germany.1.3“The Contract ” means the agreement entered between the Licensee and the Licensor , as recorded in the Contract signed by both parties includin

6、g all annexes , attachments and appendices thereto and all documents incorporated by reference therein.1.4“The contract Price ” means the price payable to the Licensor by the Licensee under the Contract for the full and proper performanceof its contractual obligations.1.5“The Contract Products means

7、 all the products with the models and specifications and performances which are manufactured by the technology transferred by the Licensor to the Licensee as stipulated inAnnex 2 to the Contract.1.6“The Contract Factory ” means the place where the Licenseemanufactures the Contract Products by using

8、the Technology supplied by the Licensor , That is Beijing factory.1.7“The Technical Documentation and Software means all the documents to be supplied to the Licensee by the Licensor as stipulated in Annex III of the Contract , It consists of the followings:A.All the technical indices , drawings , de

9、sign , technical documents and software relating to the design , manufacture , calculation , assembly, installation , test , managements inspection , adjustment , operation , maintenance , acceptance test and sale of the Contract Products;B.All the technical indices , drawings , design , technical d

10、ocuments and software relating to the inspection , installation. Commissioning , testing , acceptance , operation and maintenance of the Contract Equipment;C.All the technical indices , drawings , technical documents andsoftware relating to the inspection , testing , adjustment , assembly and mainte

11、nance of the SKD/CKD Parts.1.8“The Technical Service ” means the technical assistance , supervision , instruction , training and other services under the contract to be rendered by the Licensor to the Licensee as stipulated in Annex VI _ and Annex VII to the Contract.1.9“SINOTRANS means China Nation

12、al Foreign Trade Transportation Corporation , which is the appointed agent of the Licensee for receiptof the Technical Documentation and Software , the Contract Equipment and the Parts at the ports of destination:A.XX seaport:B.XX Airport:SINOTRANS,1.10“PRC means the People s Republic of China.1.11“

13、 FRG means Federal Republic of Germany1.12“The World Bank” means the International Bank for reconstruction and Development (I.B.R.D.) and International Development Association.ARTICLE 2 OBJECT OF THE CONTRACT2.1The licensor has agreed to transfer to the Licensee and the Licensee has agreed to obtain

14、 from the Licensor the technical know-how for thedesign , manufacture , assembly , installation , test , inspection , adjustment , operation and maintenance and management of the Contract Products. The name model , specifications and technical indices of the Contract Products are detailed in Annex _

15、II_ to the Contract.2.2The Licensor has agreed to grant the Licensee the license and right to design , manufacture , use , sell in PRCthe Contract Products and export the Contract Products. The license and right are non-exclusive and non-transferable.2.3The Licensor has agreed to provide the license

16、e with the Technical Documentation and Software related to the Contract Products. Thecontents , copies and time of delivery of the Technical Documentation and Software are detailed in Annex V and AnnexVI to the Contract.2.4The Licensor has agreed to dispatch his technical personnel to the Contract F

17、actory , for Technical Services. The specific contents and requirements for the Technical Services are detailed in Annex IX to the Contract.2.5The Licensor has agreed to give the Licensee s personnel technical training in Licensor s factories and at the Contract factory , to ensure that the Licensee

18、 s technical personnel; shall master the above technical know - know transferred to the Licensee. The specific contents and requirements of technical training are detailed in Annex X to theContract.2.6The Licensor has agreed , upon the request of the Licensee for aperiod of 10 (ten) years after the

19、date of validity of the Contract , to supply the Licensee at the most favorable price with the parts ,components raw materials and accessories which are necessary for manufacturing the contract Products under a separate contract to be signed in due time.2.7The Licensor has agreed , upon the request

20、of the Licensee for a period of 10 (ten) years after the date of validity of the Contract , to supply the Licensee at the most favorable price with equipment andsoftware which are made or developed by the Licensor and are necessary for manufacturing the Contract software which are made or developed

21、by the third party and are necessary for manufacturing the Contract Products.2.8The Licensor has agreed to grant the Licensee the license and right to use , on the contract Products manufactured by the contract Factory ,the word “ Made in China under license of “followed by Name of the Licensor , at

22、 the option of the Licensee , provided the Contract Products can meet the technical and quality requirement as specified in Annex II of the Contract.ARTICLE 3 CONTRACT PRICE3.1The total Contract price , which is based on the contents and scopestipulated in Article 2 to the Contract and the Licensor

23、s fulfillmentof his obligations under the Contract , shall be DEM (SAY: DEUTSCH MARK ONLY) details as follows:3.1.1Price for Technical Know-how:DEM(SAY: DEUTSCMARK ONLY). The breakdown prices of the technical know-how are as follows:A.Technology transfer fee is:B.Technical documentation and software

24、 fee (CIP Beijing Port) is DEM (SAY:DEUTSCH MARK ONLY).C.Personnel training fee is DEMfSAY: DEUTSCMARKONLY).D.Technical service fee is DEM (SAY:DEUTSCH MARK ONLY).3.2The above-mentioned total Contract Price shall be firm and fixedprice for the Licensor s obligation under the contract including all e

25、xpenses incurred for delivery of the Technical Documentation and Software CIF Beijing Airport , China.ARTICLE 4 TERMS OF PAYMENT4.1All the payment stipulated in the Contract shall be effected in DEUTSCH MARK (DEM) through an irrevocable letter of credit partialshipment allowed under the I.B.R.D. Loa

26、n No. for the price for the Technical Know-how obtained from the World Bank opened in favor of the Licensor.4.2The Licensee shall within thirty (30) working days aftereffectiveness of the Contract , open an irrevocable letter of credit bythe Bank of China , Beijing in favor of the Licensor , in a ba

27、nk in his country nominated by the Licensor and accepted by the Licensor , for and amount equivalent to the total Contract price , the letter of credit shall permit payments as stipulated in Article 4.3.4.3Payment for the Price for the Technical Know-how4.3.110% (ten percent) of the total price for

28、the technical know-howunder Article 3 , namely DEM (SAY:DEUTSCH MARK ONLY) shallbe paid after the Licensor has presented the following documents provided they are in conformity with the stipulations of the Contract.A.One Photostat copy of valid export license issued by the relevantauthorities of the

29、 Licensor s of Licensor s subcontractor s country , or one copy of the letter issued by the relevant authority of the Licensor s country starting that the valid export license is not required.B.One original and one copy of the irrevocable letter of guaranteeissued by the Licensor s Bank for a sum of

30、 10%of the total price of forthe technical know- how in favor of the Licensee , The specimen of theletter of guarantee is detailed in Annex XII to the contract.C.Four copies of the proformal invoice covering the total price forthe technical know-howD.Two copies of the sight draft to be drawn on the

31、Licensee to the Bank of China , Beijing.E.Four copies of commercial invoice.The above- mentioned documents shall be presented not earlier than 30days after effectiveness of the Contract.4.3.225% (twenty five percent) of the total price for the technicalknow-how under Article 3, namely DEM(SAY:DEUTSC

32、HARQNLY) shall be paid after the Licensor has delivered the first batch of thetechnical Documentation/ Software as stipulated in Annex VI to the Cntract and against presentation of the following documents provided they are in conformity with the stipulations of the Contract:A.Five copies of the commercial invoice.B.Two copies of the sight draft to be drawn on the Licens