国际专利许可合同英文版(共25页).doc

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1、精选优质文档-倾情为你奉上国际专利许可合同英文版专利实施许可合同备案工作是国家知识产权局为了切实保护专利权，规范交易行为，促进专利实施而对专利实施许可进行管理的一种行政手段。今天小编为大家准备的是英文版的国际专利许可合同。具体内容如下，仅供参考阅读，希望能帮助到大家!patent license contract （国际专利许可合同） con tract no:conclusion date:conclusion place:indexarticle 1 defininitions article 9 guarantees and claimsarticle 2 scope of the co

2、ntract article 10confidentialityarticle 3 price of the contract article 11infringementsarticle 4 conditions of payment article 12 taxes anddutiesarticfe 5 technical service and training article 13 forcemajeurearticle 6 technical documentation article 14 arbitrationarticle 7 verification and acceptan

3、ce article 15 app1icable lawarticle 8 technical improvement article 16 duration appendixesappendis 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 roy

4、altyappendix 4 the content and 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 th

5、e laws of the peoples republic 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_.witnessthwhereas the patent right which said in the contract os owned by party b.whereas party b has

6、the right and agreed to grant 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 negotia

7、tion， have agreeto en-ter 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

8、party b and/or which party 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 cotractproducts.1.2. contract productsmians the products described in appendis2 annexed

9、hereto，to-gether with all improvements and modifications thereof or developments with respectthere-to.1.3. patty ameans_. or his legal representative， agent and inhetitor to theproperty of the company.1.4. party b means_，or his legal representative，agent and inheritor，to the property of the company.

10、1.5. the contraet factory 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 t

11、o time agree in writing to 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， photo

12、stats and general da-ta， 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-tra

13、ct.1.9 net selling price 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

14、 contractmeans the date of raification ofthe contract by the managing constructure of the parties or by the competent authorities ofboth parties， whichever comes later.article2 scope of the contract2.1. party a agrees to acquire from party b and party b agrees to transfer to party a the patented tec

15、hnology for contract products. such patented technology shall be in exact accordance with the technologyof party bs latest products.2.2 party b grants party a the non-exclusive right to design and manufacture contractproducts in china and to markdt the said products in china and abroad.2.3 party b s

16、hall be responsible to provide party a with documents relevant to the saidpaptents and with special fittings of the samplemachine their concrete details and schedule ofdelivary being set out in appendix 2 to the contract.2.4 the contract does not cover the patented technology for the parts from othe

17、r coun-tres. but party b shall 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 personnel in party bs relevant facilities and also do its best to enable party as tec

18、hnicalpersonnel to masterthe patented 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 requi

19、red by party a. pafrty b shall be under an obligation to provide party 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 the combinedtrade，mark of both partie

20、s or mark the wouding production 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 the content and scope sipulated in artice 2 to the contract and shall be paid in_.3.2 royalty under the co

21、ntract shall be paid from_ months after the the date ofcoming into effect of the contract in terms of calendar year. the date of settling accountsshallbe 31，december of each year.3.3 royalty at the rate of_ % (_percent ) shall be calcuated in terms ofnet selling price after the contract products are

22、 sold in this year，the contract products which not sold shall not be included.3.4 the report of the selling quantity， net selling amount of the contract products androyalty 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 o

23、f settling accounts to royalty. thespecific methods which calculatenet selling amountand royalty are detailed in appendix 3 to the contract.3.5 the contract products sold by party a pursuant to the patent license herein granted shall be deemed to have been sold when paid for.3.6 if the contract prod

24、ucts are returned or allowances made thereon after the royalty thereon has been paid party a shall be entitled to take ppropriate erdit for such overpay-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 r

25、eceiving the written notice of party a in accordance with article3.4 of the contract.the speeific content and procedure of auditing accounts are detailed 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 to a

26、rty bthrough the bank_(here it is the business 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 written notieesubmitted by party a in accordance with artiele 3.4 of the

27、contract， the royalty shall be paid by party a to party b within 30(thirty) days after party a has received the fol-lowing documents whichare provided by party b and found them in confoumity with the stipulations of thcontract.a. four copies of the statement on calculation of the royalty;b. four cop

28、ies of the commercial invoice;c. two copies of the sight draft.4.3 party a shall have the right to deduct from any of the above mentioned payment the ppenalties and/or compensations which party b shall pay in accordance with thestipulations ofthe contract.articie 5 technical service and training5.1

29、technicgl service5.1. l during the validity period of the contract， party b shall send a specialist topartyas factory to explain the drawings and technical documents and to provide teehnical servise indesigning.manufacturing， adjustment，inspection and maintenance of the contracted pro-duet so to ehe

30、ble party a to use， as fast as possible， home materialsand 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 servic

31、e sha1l start in the sixth month after the contrayt comesinto effect. party b shall send a specialist to party as factory to provide technical service for 12 working days/man.5.1.4 the second technical service shall start during the verification of the cortractedproduets.parth b shall send a special

32、ist to party as factory to providtechnical 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 the means of conveyance from the lodgingplace to the factoty.5.2 technical training5.2

33、1 party b shall train party as technical personnel so as to enable them tomasterparty bs design， performance test and technology in machining， erection and inspection of the contracted products， so that party a can use the technical documents and know-how supplied by party b toproducethe same produc

34、ts in the contract factory. party b shall do its best to arrange for party as personnel to visit the majorusers and the manufacturing process of the components from other countries of the contracted products.5.2.2 party a shall send twice its technical personnel to party bs factory for training， and

35、the total number of the participants shall not exceed 320 days/man (excluding the inter-preter).5.2.3 the first training shall be from the third to the fourth month after the contract comes into effect. there shall be 4 technical persons and an interpreterto besent to party b for training for 16o wo

36、rking days/man (5 days week). the training shall cover the design of the contracted products and manufacturing technology.5.2.4 the second training shall be from the eighth to the nineth month. party a shallsent 4 technical persons and an interpreter to party bs factory for training for 160working d

37、ays/man (5 days per week). the training shall cover the designing， themanufacturing technology，erection and adjustment of the contracted products.5.2.5 party a shall bear the travelling expenses of its trainees; party b shallprovide party as trainees free of charge with boarding， lodging and means o

38、fconveyance for travel- ling between the lodging place and the factory.article 6 technical documents6.1 party b shall， according to the delivery schedule and details stpulated inappendix 2to the contract， deliver the documents at_.6.2 the date stamped by the air transportation ageney at_，shll be tak

39、enas the actual date of delivery paryt a shall send to party b a photostat copy of theairconsignment note shwing the stampde date of arrival.6.3 within twenty-four hours after the despatch of each lot of the technical documente，party b shal1 notify party a by cable or telex of the contract number， n

40、umber and dateof the air consignment note， items of the documents， number of pieces， airmail toparty a two copies of each of the air consignment note and detaikled list of thetechnical documents.6.4 if the technical documents are foumd lost， damaged or mutilated during airtrans-portation， party b sh

41、all supply party a free of charge with a second lot ofdocuments within thechortest possible time but not later than thirty days after it hasreceived from party a the writtennotice. within sixty days after party a has receivedthe documents from party b，if party a does not declare the shortage and req

42、uest tocover the same， it is considered asa-cepted.6.5 the technical documents shall be in english and based on metric system ofmeasure-ments.article 7 verification and acceptance7.1 the verification test on the first samplemachine of the contracted product shall be carried out by the joint group co

43、nsisting of party as and party bs representativesaccordingto the schedule and contents stipulated in appendix 7 to the contract. lf theperformance of the contracted product is in conformity with the technical specificationsstipulated in ap-pendix 1， such testshall be considersd as qualified and ther

44、epresentatives of both parties shll sign the inspection and testing certificate for theproper performance of the contracted product in quadruplicate， 2copies for each party.7.2 if the verification test demonstrates that the performance of the contractedprod-uct isnot in conformity with prescribed technical specifications， both partiesshall， throughamicable negotiations，make a joint study of and analyse the cause andtake measures to e-liminate the defects and carry out asecond test. whe