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[technology contract] - Chinese and foreign proprietary technology license contract (2)

date of signing:

place of signing:

Contract Number:

Beijing, China, ××× The company (hereinafter referred to as "Transferee") is a party, ×× country ×× city ××× The company (hereinafter referred to as "Transferor") is the other party

whereas the transferor has the right to design, manufacture, install and sell ××× Proprietary technology of products

whereas the transferor has the right and agrees to transfer the above know-how to the transferee

whereas, the transferee hopes to use the proprietary technology of the transferor to design, manufacture, sell and export ××× Products

the authorized representatives of both parties agree to sign this contract on the following terms through friendly negotiation

Article 1 definition

1.1 "Transferee" - refers to China ×××× The company, or its legal representative, agent and property successor

1.2 "Transferor" - refers to ××× country ×××× The company, or its legal representative, agent and property successor

1.3 "contract products" - refers to the products and their models and specifications listed in Annex I to this contract

1.4 "technical data" - refers to all technical data, drawings, design, calculation, operation, maintenance, product inspection and other data listed in Annex II of the contract

1.5 "contract factory" - refers to the place where the transferee uses the technical data provided by the transferee to produce the contract products, that is ××× province ×× city ×××× Factory

1.6 "net selling price" - refers to the balance of the sales invoice price of the contract product after deducting the expenses of packaging, transportation, insurance, commission, business discount, taxes and purchased parts

1.7 "technical services" - refers to the technical guidance and technical training provided by the concessionaire to the concessionaire on the design, manufacturing, assembly, inspection, commissioning, operation and other work of the contract products in accordance with the provisions of Annex IV and annex V of this contract

1.8 "commercial production" - refers to the contract factory production ××× Future production of contract products

1.9 "effective date of the contract" - refers to the date when the contract is approved by the last of the relevant government authorities of both parties to the contract

... (Note: the above definitions can be increased or decreased according to the needs of specific projects)

Article 2 scope of the contract

2.1 the transferor agrees to transfer to the transferee, and the transferee agrees to obtain the know-how of the design, manufacturing, sales, installation and maintenance of the contract products from the transferor. The model, name, specification and technical parameters of the contract products are detailed in Annex I to this contract

2.2 the transferor acknowledges the transferee's right to design and manufacture the contract products, and to use, sell and export them within the territory of the people's Republic of China. This right is non exclusive and non transferable

2.3 the transferor is responsible for providing the transferee with the know-how and technical data related to the contract products. See Annex II of this contract for the specific content, quantity and delivery time

2.4 the transferor is responsible for sending technicians to China to explain the technical data, and provide technical guidance and services for the design, manufacturing, assembly, inspection, assessment, etc. of the contract products. The contents and requirements of the technical services are detailed in Annex IV to the contract

2.5 the transferor is responsible for receiving and arranging the technical training of the transferee's personnel in the transferor's factory. The transferor should try its best to meet the requirements of the transferee, so that the transferee's personnel can master the above proprietary technology. See Annex V of this contract for the contents and requirements of the training of the transferee's personnel

2.6 according to the needs of the transferee, the transferor is obliged to provide the transferee with the parts, raw materials, or standard parts required by the contract products at the most preferential price. The specific supply content will be negotiated and signed by both parties at that time

2.7 the transferor agrees with the transferee to use its right to use its trademark at the beginning of the year. The contract products can adopt the joint trademarks of both parties or be marked with the words "manufactured under the permission of the transferor"

2.8 after the contract products produced by the transferee pass the examination, the transferor agrees to resell some contract products in accordance with the provisions of article 8.9 of this contract

Article 3 contract price

3.1 according to the contract content and scope specified in Article 2 of this contract, the total contract price paid by the transferee to the transferor is ×× USD (in words: ×××× USD). The itemized price is as follows:

A. technology transfer fee ×× US dollars

b. design fee ×× US dollars

c. technical data fee ×× US dollars

d. personnel training fee ×× Dollars

3.2 the above contract price is fixed, and the price of its technical data is at ××× All expenses before airport delivery

(Note: the airport here should be the International Airport near the contract factory of the transferee)

option 1: it is applicable to the contract priced by commission

3.1 according to the contract content and scope specified in Article 2, but all shareholders will also participate in it, the price of this contract is calculated by Commission, and the contract currency is US dollars from the current relatively small market situation to other fields of processing and production

3.2 the royalty of this contract shall be calculated annually according to the calendar year from the date when both parties sign the assessment certificate of contract products, and December 31 of each year is the royalty settlement date

3.3 the commission fee is calculated according to the net sales price of the contract products in the current year, and the commission rate is ××％， If the contract products are not sold, the royalty shall not be calculated

3.4 within 10 days after the royalty settlement date, the transferee will submit to the transferor in writing the sales quantity, net sales and royalty payable of the contract products of the previous year. See the annex to this contract for the specific calculation method of net sales and royalty ××。

3.5 the technical service and personnel training costs of this contract will be calculated according to the actual working days, and the daily wage standard and calculation method are detailed in the annex to this contract ××。

3.6 if the transferor needs to check the number of items of the transferee, no more than (items) of accounts