【合同范本】国际专利许可合同.docx

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1、【文档尺寸：A4字体：仿宋 标题字号：20正文字号：12】【合同范本】国际专利许可合同甲方：乙方：鉴于乙方拥有合同所述专利技术；乙方有权，并且也同意将专利技术的使用权、制造权和合同产品的销售权授予甲方；甲方希望利用乙方的专利技术制造并销售合同的产品；双方授权代表经友好协商，同意就以下条款签订本合同。第一条定义本合同下列词语的含义：1.1 专利技术，系指乙方目前拥有的或未来获得的和/或有权或可能有权控制 的，或在本合同有效期间在世界任何国家许可转让的，适用于或可能适用于制造 本合同产品的专利和专利申请。1.2 合同产品，系指本合同附件二中规定的产品及其改进发展的产品。L3甲方系指,或者该公司的法

2、人代表、代理或财产继承者；L4乙方系指,或者该公司的法人代表、代理或财产继承者；1.5 合同工厂系指生产合同产品的场所，即；1.6 备件，系指用以代替合同产品或其任何部分的备用件；1.7 部件，系指乙方随时书面允许甲方生产和销售的合同产品的构件及零配 件;162本合同效期十年，期满时自动失效。163本合同期满时，双方发生的未了债务不受合同期满的影响，债务人应向 债权人继续支付未了债务。本合同有中、英两种文本。当对其中条款的解释产生异议时，以中文本为准。甲方（盖章）：乙方（盖章）：代表（签字）： 代表（签字）： 签约地点：签约地点：年月日 年月日附件附件一专利资料的名称、内容和申请情况附件二合同

3、产品的型号、规格和技术参数附件三提成资的起算时间和计算方法附件四出让方查帐的内容和方法附件五对甲方人员的培训计划附件六乙方派遣专家的技术服务计划附件七产品考核验收办法party a :party b:whereasthe patent right which said in the contract os owned by party b.party b has the right and agreed to grant paryt a the rights to use, manufac-ture and sell the contract products of the ppatented

4、 technology;whereas party a hope to use the patented technology of party b to manufacture and sellthecontract products;both parties au thorized representatives, through friendly negotiation, have agreeto en-ter into this contract under the ertms as stipulated below;article ldefinitionsfor the purpos

5、e of this contract, the following terms have the following meanings;l.lpatented technologymeans those letters patent , and applications thereforpresently owned or hereafter acquired by party b and/or which party bhas or may have therigt to control or grant license thereof during the term hereof in a

6、ny or all countriesof the world and which are applicable to or may be used in the manufacture of cotract products.1.2 contract productsmians the products described in appendis2 annexed hereto, to-gether with all improvements and modifications thereof or developments with respectthere-to.1.3 patty am

7、eans. or his legal representative, agent and inhetitorto theproperty of the company.1.4 party b means， or his legal representative, agent and inheritor, to the property of the company.1.5 the contraet factory means the place which party party a manufactures thecontract products, that is.1.65 pare pm

8、enas replacement parts for contract products or for any part there-of.1.66 omponentsmeans those components and parts of contruct produets which par-tyb has agreed or may from time to time agree in writing to permit party a tomanufactureor sell.1.67 echnical documentsmeane engineering , manufacturing

9、 and originatinginforna-tion relatiog to the manufacture and servicing of contract products, includingdrawings, blueprints, design sheets, material specifications, photographs, photostats and general da-ta, and designs and pecifications relating to manufacturing contract producdts, tools and fix-tur

10、es, 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-tract.1.68 et selling price menans remaining amount of invoice value of thecontractprod-ucts, after deduction of packah

11、ing, installation and freight charges, trade and discount, commission, insurance and taxes and duties. if any, directlyapplicable to the prdduct.1.69 the date of coming into effect of the contractmeans the date of raificationofthe contract by the managing constructure of the parties or by the compet

12、entauthorities ofboth parties, whichever comes later.article 2scope of the contract2.1 party a agrees to acquire from party b and party b agrees to transfer to party athe patented technology for contract products, such patented technology shall be in exactaccordance with the technologyof party bs la

13、test products.2.2 party b grants party a the non-exclusive right to design and manufacturecontractproducts in china and to markdt the said products in china and abroad.2.3 party b shall be responsible& nbsp;to provide party a with documentsrelevant to thesaidpaptents and with special fittings of the

14、 samplemachine their concrete details andschedule ofdelivary being set out in appendix 2 to the contract.2.4 the contract does not cover the patented technology for the parts from othercoun-tres.but party b shall provide party a with the specimens and the tecincal specifications andthe name of the m

15、anufacturers of the parts.2.5 party b shall be responsible for the training of party as technicl personnelin party bs relevant facilities and also do its best to enable party as technicalpersonnel to masterthe patented technplogy of the aforesaid contract product (details asper appendix 5 to the con

16、tract).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).2.71 f it is required by party a. pafrty b shall be under an obligation to provideparty aat the most favourable price wity parts, accesso

17、ries, raw materials, fittings, etc. for con-trade mark the two parties.2.72 arty b grants party a the rignt to use party bs trade mark, and use thecombinedtrade, mark of both parties or mark the wouding production according tolicensors licenceon the contract produets.article 3price of the contract3.

18、1 price of the contract shall be calculated on royalty in accordance with thecontent and scope sipulated in artice 2 to the contract and shall be paid in.3.2 royalty under the contract shall be paid from months after the thedateofcoming into effect of the contract in terms of calendar year. the date

19、 of settlingaccountsshallbe 31, december of each year.3.3 royalty at the rate of% (percent ) shall be calcuated interms ofnet selling price after the contract products are sold in this year, the contractproducts which not soldshall not be included.3.4 the report of the selling quantity, net selling

20、amount of the contract productsandroyalty 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 of settling accounts to royalty, thespecific methods which calculatenet selling amountand royalty are detailed in appendix 3to the co

21、ntract.3.5 the contract products sold by party a pursuant to the patent license hereingranted shall be deemed to have been sold when paid for.3.61 f the contract products are returned or allowances made thereon after the royaltythereon hasbeen paid party a shall be entitled to take ppropriate erdit

22、for suchoverpay-mentagainst royalties thereafter accruing.3.71 f party b demand to audit the accounts of party a, it shall no tice party a withinlO(ten) days after receiving the written notice of party a in accordance with article3.72 f the contract.the specific content and procedure of auditing acc

23、ounts aredetailed in appendix 4 tothe contract.article 4couditions of payment4.1 royalty stipulated in section 3 to the contract shall be effected by party a toarty bthrough the bank(here it is the business bank of party a， and the bank(here it is the busines bank of party b), payment shall be settl

24、ed in.4.2 party b shall immediately issue the related documents ofter receiving thewrittennotieesubmitted by party a in accordance with artiele 3.4 of the contract, the royaltyshall be paid by party a to party b within 3O(thirty) days after party a has received thefol-lowing documents whichare provi

25、ded by party b and found them in confoumity with thestipulations of thcontract.(1) four copies of the statement on calculation of the royalty;four copies of the commercial invoice;(2) two copies of the sight draft:.4.3 party a shall have the right to deduct from any of the above mentioned payment th

26、eppenalties and/or compensations which party b shall pay in accordance with thestipulations ofthe contract.article 5technical service and training5.1 technicgl service(1) during the validity period ofthe contract, party b shall send a specialist topartyas factory to explain the drawings and technica

27、l documents and to provide teehnicalservise indesigning.manufacturing , adjustment , inspection and maintenance of thecontracted pro-duet so to eheble party a to use, as fast as possible, home materialsand raw components without affeeting the properties of the products so manufactured.(2) ) party b

28、shall twice send its specialists to party as factory to provldetechnicalservice for a total of 30 working days man.(3) the first technical service shall start in the sixth month after the contraytcomesinto effect. party b shall send a specialist to party as factory to providetechnical service for 12

29、 working days/man.(4) the second technical service shall start during the verification ofthecortractedproduets.parth b shall send a specialist to party as factory to providetechnical serviceforl8 working days/man.(5)party b shall, for its specialists, bear their travelling expensee. parthashall be r

30、esponsible for boarding and lodging and affording the means of conveyance fromthe lodgingplace to the factoty.5.2 technical training(1) party b shall train party as technical personnel so as to enable them tomasterparty bs design, performance test and technology in machining, erection andinspection

31、of the contracted products, so that party a can use the technical documentsand know-how supplied by p arty b toproducethe same products in the contract factory, party b shall do its best to arrange for party as personnel to visit the majorusersand the manufacturing process of the components from oth

32、er countries of the contractedproducts.(2)party a shall send twice its technical personnel to party bs factory fortraining, andthe total number of the participants shall not exceed 320 days/man (excluding the inter-preter).(3) the first training shall be from the third to the fourth month after thec

33、ontract comes into effect, there shall be 4 technical persons and an interpreterto besent to party b for training for 16o working days/man (5 days week), the training shallcover the design of the contracted products and manufacturing technology.(4) the second training shall be from the eighth to the

34、 nineth month, party a shallsent 4 technical persons and an interpreter to party bs factory for training for160working days/man(5 days per week), the training shall cover the designing, themanufacturing technology, erection and adjustment of the contracted products.(5) party a shall bear the travell

35、ing expenses of its trainees; party b shallprovide party as trainees free of charge with boarding, lodging and means ofconveyance for travel- ling between the lodging place and the factory.article 6technical documents6.1 party b shall, according to the delivery schedule and details stpulated inappen

36、dix 2to the contract, deliver the documents at.6.2 the date stamped by the air transportation ageney at， shll be takenas 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 desp

37、atch of each lot of the technical documente, party b shall notify party a by cable or telex of the contract number, number 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 thetechnica

38、l documents.6.41 f the technical documents are foumd lost, damaged or mutilated during airtrans-portation, party b shall 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. wi

39、thin sixty days after party a has receivedthe documents from party b, if party a does not declare the shortage and request tocover the same, it is considered asa-cepted.6.42 he technical documents shall be in english and based on metric system ofmeasure-ments.article 7verification and acceptance7.1t

40、he verification test on the first samplemachine of the contracted&nbs p;product shallbe carried out by the joint group consisting of party as and party bs representativesaccordingto the schedule and contents stipulated in appendix 7 to the contract. If theperformance of the contracted product is in

41、conformity with the technical specificationsstipulated in ap-pendix 1, such testshall be considersd as qualified and therepresentatives of both parties shll sign the inspection and testing certificate for theproper performance of the contracted product in quadruplicate, 2copies for each party.7.2if

42、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 asecon

43、d test, when the second testdemonstuates tha the performance is qualified, both parties shall sign a testingcertificate for the proper perfot- mance7.3if party b is responsible for the failure of the first test, party b shall sendat ist own expense technical ersonnel for the second test.7.4if the se

44、cond test fails again and the failure is attributed to party b, party bshallindemnify party a for any losses sustained and shall take effective measures toeliminate thedefects and carry out a third test.7.5if the third test again fails, and if party b is responsible for the failure, party a has the

45、right to terminate the contract at its discretion and lodge claims asstipulated ih article9.if the responsibility for the failure lies with party a, the twoparties shall negotiate as tohow to further implement the contract.article 8technical improvements8.1if the technical documents provided by part

46、y b are not applicable to party asactualproduction condidions (such as design standards , raw materials, purchased partsfor the ma-chine, production facilitie), party b is obliged to assist party a inmodifying the technicaldocuments and confirm the same, upon the condition that theproperties of the

47、contracted products are not affected, raw materials, fittings andequipmint of Chinese origin may be used.8.2during the currency of the contract, if eithet of the two parties effets improve-ments on or developments of the products within the xcope stipulated in the contract, thd said party shall subm

48、it, free of charge, to the other party the technologicalinformation con-cernign such improvements or developments.8.3the ownership of such improvements on or developments of the ontracted productshall belong to the party who has effected such improvements or develpments. the otheparyt shall not appl

49、y for patent ortransfer the same to any third arty.article 9guarantees and claims9.1party b guarantees that the technical& nbsp;documents to be supplied by party b are thelatest technical information which has been put into practical use by party b. party balso undertakesto supply to party a in time the technical information relevant to anydevelop-ment of or improvement on the cont