国际技术转让合同(中英对照)
技术转让合同英文版模板
技术转让合同英文版模板英文回答：Technology Transfer Agreement Template.1. Parties.Transferor: [Transferor Name]Transferee: [Transferee Name]2. Purpose.This Technology Transfer Agreement (the "Agreement") sets forth the terms and conditions under which the Transferor shall transfer to the Transferee certain technology (the "Technology") described in Appendix A attached hereto (the "Appendix").3. Technology.The Technology shall include the following:[Description of Technology]4. Transfer.The Transferor shall transfer the Technology to the Transferee in the following manner:[Method of Transfer]5. Consideration.In consideration for the transfer of the Technology, the Transferee shall pay to the Transferor the following:[Amount of Consideration][Form of Consideration][Timing of Payment]6. Confidentiality.The Transferee shall keep the Technology confidential and shall not disclose it to any third party without the prior written consent of the Transferor.7. Intellectual Property Rights.The Transferor shall retain all intellectual property rights in the Technology. The Transferee shall have a non-exclusive, royalty-free license to use the Technology for its own internal purposes.8. Warranty.The Transferor warrants that the Technology is the original work of the Transferor and that the Transferor has the right to transfer it to the Transferee.9. Indemnification.The Transferor shall indemnify and hold harmless the Transferee from and against any claims, losses, or expenses arising out of or related to the Technology.10. Governing Law.This Agreement shall be governed by and construed in accordance with the laws of [State].11. Dispute Resolution.Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in [City], [State].12. Entire Agreement.This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.IN WITNESS WHEREOF, the parties have executed thisAgreement as of the date first written above.Transferor: [Transferor Signature]Transferee: [Transferee Signature]中文回答：技术转让合同模板。
(完整版)技术转让合同-翻译-中英文-Translation-Assignment-Agreement
any patent application claiming an invention useful in the"Field"that was made, conceived or reduced to practice, in whole or in part, prior to the date hereof or at any time during the term of theagreement at C's placeby Xor any person working in his laboratory or under his supervision;
在本合同签订日之前或在协议期限内的任何时间，部分或全部在C方构思或完成的，在“领域”内使用的发明所产生的任何专利申请；
D为C开发此技术的某些方面提供了资金，并获得有关此技术的不可分割的权益，同时将来可能继续向C提供资金。
C assignsits right in such technology and certain future technology to E which assignsits rights to A.
因此，鉴于前言以及合同方在本合同中的共同约定，合同方协议如下：
Definitions:Unless otherwise defined in this Agreement, the following capitalized terms shall have the following meanings:
“关联企业”指直接或间接通过一个或多个中间体控制D、被D控制或与D共同被控制的个人或实体。
国际技术转让合同协议书中英文对照
国际技术转让合同协议书中英文对照集团文件版本号：（M928-T898-M248-WU2669-I2896-DQ586-M1988）国际技术转让合同合同目录（Contents）第一章??? ????定义（Definition）第二章??? ????合同范围（Object of the Contract）第三章??? ????合同价格? （Contract? Price）第四章??? ????支付条件?? （Terms of Payment）第五章??? ????技术资料和软件的交付（Delivery of the Technical Documentation???? and????????? Software）第六章??? ????技术服务和人员培训（Technical Service and Personnel Training）第七章??? ????合同产品的验收（Acceptance of the Contract Products）第八章??? ????保证和索赔（Guarantees and Claims）第九章??? ????侵权和保密 (Infringements and Confidentiality)第十章??? ????税费 (Taxes and Duties)第十一章????????????? 履约保函 (Performance Bond)第十二章????????????? 不可抗力 (force Majeure)第十三章????????????? 争议的解决 (settlement of Disputes)第十四章????????????? 合同生效及其他 (Effectiveness of the Contract and Miscellaneous)第十五章????????????? 法定地址(Legal Addresses)签字日期：? _______年_______月_______日签字地点：? ____________________________合同号：??? __________________________________根据世界银行第_______号贷款项下第_______号招标，中国技术进出口总公司国际招标公司（以下简称“引进方”）为一方，德国_______公司（以下简称“让与方”）为另一方；鉴于让与人拥有设计、制造、装配、安装、测试、检验、调试、运行、维修、管理及销售铁路_______产品的专有技术；鉴于让与人有权并同意向引进方转让上述铁路_______产品的专有制造技术；鉴于引进方希望利用让与人的专有技术设计、制造、维修、销售和出口铁路_______产品的专有技术；鉴于让与人同意向引进方提供并且引进方同意从让与人获得根据此合同及双方所鉴定的另一合同规定的设备、工具和必要备件以用于铁路_______产品的制造；鉴于让与人同意向引进方提供并且引进方同意从让与人获得根据此合同及双方所鉴另一合同规定的一定数量的不见和零件以用于组装和制造铁路_______产品；双方授权代表通过友好协商，同意就以下条款签订本合同：第一章?????????????? 定义1．1? “引进方”是指中国____________________________公司。
国际技术转让合同书6篇
国际技术转让合同书6篇篇1甲方（出让方）：____________乙方（受让方）：____________鉴于甲方拥有某种技术的所有权和知识产权，并愿意将其转让给乙方，乙方同意接受此技术转让并支付相应的费用。
为明确双方的权利与义务，特此签订本合同。
一、转让标的1. 甲方同意向乙方转让____________技术的所有权及相关的知识产权。
2. 转让的技术内容包括：技术原理、工艺流程、技术标准、操作规范等。
3. 技术的应用领域及范围：____________。
二、技术转让费用及支付方式1. 乙方应支付甲方的技术转让费用总额为______（货币及金额）。
2. 支付方式：（1）合同签订后______日内，乙方支付______作为预付款；（2）技术交接完成后______日内，乙方支付剩余款项______。
三、技术交接与培训1. 甲方应在合同签订后的______个月内完成技术的交接工作。
2. 交接内容包括：技术文档、实验设备、操作手册等。
3. 甲方有义务为乙方的技术人员提供培训，确保乙方能够熟练掌握并运用该技术。
四、知识产权与保密条款1. 甲方应保证所转让的技术是其合法拥有的，并无侵犯第三方知识产权的情况。
2. 乙方在使用该技术过程中所产生的知识产权归属，按照双方约定的比例分配。
3. 双方应对本合同所涉及的技术内容予以保密，未经对方同意，不得泄露给第三方。
五、保证与违约责任1. 甲方应保证所提供的技术资料真实、准确、完整，并符合合同约定的要求。
如因甲方提供的技术资料导致乙方损失，甲方应承担相应的赔偿责任。
2. 乙方应按时支付技术转让费用，如逾期支付，每逾期一日，需向甲方支付______的违约金。
3. 若一方违反本合同的保密条款，另一方有权要求违约方支付______的违约金。
六、争议解决与法律适用1. 本合同的签订、履行、解释及争议解决均适用中华人民共和国法律。
2. 若双方在合同履行过程中发生争议，应首先通过友好协商解决；协商不成的，任何一方均有权向合同签订地的人民法院提起诉讼。
技术转让合同书范本
技术转让合同书范本英文回答：Technology Transfer Agreement。
Parties。
Transferor: [Name of transferor]Transferee: [Name of transferee]Purpose。
This Agreement is entered into for the purpose of transferring certain technology and intellectual property from the Transferor to the Transferee.Definitions。
"Confidential Information" means any technical,commercial, or other information that is disclosed byeither party to the other party in connection with this Agreement and that is not generally known to the public."Technology" means the technical knowledge, processes, designs, inventions, and other intellectual property thatis the subject matter of this Agreement.Transfer of Technology。
The Transferor hereby grants to the Transferee a non-exclusive, royalty-free, worldwide license to use, copy, modify, and distribute the Technology for the following purposes: [specify purposes].The Transferor represents and warrants that it has the full right and authority to grant the license described in this Section.The Transferor shall provide the Transferee with all necessary documentation, training, and support to enable the Transferee to use the Technology effectively.Confidentiality。
(完整版)技术转让合同-翻译-中英文-Translation-Assignment-Agreement
与(m)项中描述的专利申请相对应的全部国外专利申请；
all issued and unexpired patents resulting from any patent application described in clause(m);
在世界上任何国家申请任何与“专利权”及其发明、发明披露和发现相关的权利，包括专利、发明证书或其他通过政府或任何形式的授权；
allcauses of action (whether known or unknown or whether currently pending, filed or otherwise) and other enforcement rights under, or on account of, any Patent Rights, Related Technology or any of the foregoing,including, without limitation, all causes of action and other enforcement rights andremedies of any kind for past, current and future infringement or misappropriation;
由(m)项中描述的任何专利申请获得授权的且尚未到期的所有专利；
all issued and unexpired reissues, reexaminations, renewals or extensions that may be based on any of the patents described in clause (m),andany supplemental protection certificates, substitutions and registrations regarding the foregoing;
国际技术转让合同(中英对照)
国际技术转让合同(中英对照)目录•1. 合同的定义•2. 交付技术和付款方式•3. 技术保密和知识产权•4. 合同的期限和终止•5. 争议解决•6. 其他条款1. 合同的定义2. 交付技术和付款方式2.2 需方应按照本合同约定的方式和进度支付技术转让费用。
付款方式可以是一次性付款或分期付款，具体金额和时间由双方协商确定。
2.3 技术转让费用应在供方完成交付后的10个工作日内支付。
3. 技术保密和知识产权3.1 双方同意在保密协议的基础上对技术进行保密，并采取适当措施保护技术的秘密性。
3.2 技术转让后，知识产权归属需方，供方不再对该技术享有任何权益。
4. 合同的期限和终止4.1 本合同的期限为年，自双方签署之日起生效。
4.2 任何一方如违反本合同的规定，守约方有权解除合同，并要求违约方承担相应的违约责任。
4.3 双方可以协商终止本合同，提前个月通知对方，并在协商一致下进行结算。
5. 争议解决5.1 双方如发生争议，应通过友好协商解决。
5.2 如协商不成，争议一方有权向有管辖权的仲裁机构提起仲裁。
5.3 仲裁裁决是终局的，对双方均有约束力。
6. 其他条款6.1 本合同的修改、补充以及附件的增减，应经双方书面协议并签署生效。
6.2 本合同的任何条款被认定为无效的，不影响其他条款的效力。
6.3 本合同的解释、执行及争议解决均适用法律。
结论本合同规定了供方和需方之间的技术转让事宜，并明确了交付技术、付款方式、技术保密和知识产权等关键条款。
双方在签署本合同前应仔细阅读并理解所有条款，确保各自权益的实现。
如有争议，双方应通过友好协商解决，或向仲裁机构提起仲裁。
本合同自双方签字后生效，并具有法律约束力。
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：___________________International Tendering Company of China National Technical Import and Export Corporation , Beijing PRC(hereinafter referred to as the“Licensee ”)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 required 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 componentsfor the assembling and manufacturing of the Railway product underother contract.The authorized representatives of both partiesnegotiations , have agreed to enter into the Contract Railway product;Whereas the Licensee agrees to introduce the Licensor 's technicalknow-howfor design , manufacture , maintenance ,sale and export of the Railway product; Whereas the Licensee agrees to introduce the Licensor 's technical know-howfor design , manufacture , maintenance ,sale and export of the,through friendlyunder the terms and conditions as stipulated below;ARTICLE 1 DEFINITIONS1.1 “The Licensee ” 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 including 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 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 Licensee manufactures the Contract Products by using 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 , design , technical documents and softwarerelating 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 documents 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 maintenance 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 National 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 “ FRG means Federal Republic of Germany1.12 “The World Bank” means the International Bank for reconstruction andDevelopment (I.B.R.D.) and International Development Association.ARTICLE 2 OBJECT OF THE CONTRACT2.1 The licensor has agreed to transfer to the Licensee and the Licensee has agreed to obtain 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 _II_ to the Contract.2.2 The 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.2.3 The Licensor has agreed to provide the licensee 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.2.4 The Licensor has agreed to dispatch his technical personnel to the Contract Factory , for Technical Services. The specific contents and requirements for the Technical Services are detailed in Annex IX to the Contract.2.5 The 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 ' s technical personnel; shall master the above technical know - know transferred to the Licensee. The specific contents and requirements of technical training are detailed inAnnex X to theContract.2.6 The Licensor has agreed , upon the request of the Licensee for aperiod of 10 (ten) years after the 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.2.7 The Licensor has agreed , upon the request 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 by the third party and are necessary for manufacturing the Contract Products.2.8 The 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 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 PRICE3.1 The total Contract price , which is based on the contents and scope stipulated in Article 2 to the Contract and the Licensor ' s fulfillmentof his obligations under the Contract , shall be DEM (SAY:DEUTSCH MARK ONLY) details as follows:3.1.1 Price 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 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).3.2 The above-mentioned total Contract Price shall be firm and fixedprice for the Licensor ' s obligation under the contract including all expenses incurred for delivery of the Technical Documentation and Software CIF Beijing Airport , China. ARTICLE 4 TERMS OF PAYMENT4.1 All 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. Loan No. for the price for the Technical Know-how obtained from the World Bank opened in favor of the Licensor.4.2 The 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 bank 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 4.3.4.3 Payment for the Price for the Technical Know-how4.3.1 10% (ten percent) of the total price for 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 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 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 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.4.3.2 25% (twenty five percent) of the total price for the technicalknow-how under Article 3, namely DEM(SAY:DEUTSCHARQNLY) shall be paid afterthe 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 Licensee to the Bank of China , Beijing.C. Five copies of the airway bill for the first batch of the technicalDocumentation and/or software.D. Five copies of the packing list for the first batch of the Technical Documentation and/or Software.E. Two copies of the letter issued by the Licensee confirming that the Licensor has delivered to the Licensee the first batch of TechnicalDocumentation and/or Software as stipulated in Annex and Annex4.3.3 50%(fifty percent) of the total price for the technical know-howunder Article 3 , namely DEM (SAY:DEUTSCH MARK ONLY) shallbe paid after the Licensor has delivered the last batch of the Technical Documentation/Software as stipulated in Annex to the Contract andagainst presentation of the following documents provided they are in conformity with the stipulations of the contract:A. Four copies of the commercial invoice.B. Two copies of the sight draft to be drawn on the Licensee to the Bank of China ,Beijing.C. Five copies of the packing list for delivering the last batch of the technical Documentation and/or Software.D. Five copies of the packing list for delivering the last batch of the Technical Documentation and/or Software.E. Two copies of the letter issued by the Licensee confirming that theLicensor has delivered to the Licensee all Technical Documentations as stipulated in Annex ______________4.3.4 15%(fifty percent) of the total price for the technical know-howunder Article 3 , namely DEM (SAY:DEUTSCH MARK ONLY) shall be paid after acceptance of the Contract Products by the Licensee and against presentation of the following documents provided they are in conformity with the stipulations of the Contract:A. Four copies of the commercial invoice.B. Two copies of the sight draft to be drawn on the Licensee to the Bank of China , Beijing.C. Two copies of the Acceptance Certificate for the Contract Products signed by the both Parties.4.4 The License shall have the right to deduct from the performance Bond or relevant payment under negotiation the penalties in form of liquidate damages which Licensor shall pay in accordance with the stipulationsof the Contract.4.5 The banking charges incurred in the P.R.C. shall be borne by the Licensee and those incurred outside the P.R.C. shall be borne by theLicensor. The Licensor shall bear all interest charge in case they occur in the negotiation of the payment , unless these interest charges have been occurred by reasons of default by the Licensee.ARTICLE 5 DELIVERY OF THE TECHNICAL DOCUMENTATION AND SOFTWARE 5.1 The Licensor shall deliver to the Licensee the TechnicalDocumentation and Software at Beijing Airport in accordance with the contents , copies and time stipulated in Annex to the Contract. Therisk of the Technical Documentation shall be transferred from the Licensorto the Licensee after its arrival at Beijing AirportChina.5.2 The data stamped by Beijing Airport , China shall be the actual date of delivery the Technical Documentation and Software.5.3 The Licensor shall , within two (2) working days, after dispatchingeach batch of the Technical Documentation and/or Software , inform the Licensee and Contract Factory by telex or fax of the Contract number , number of parcels , weight , flight and expected arrival date. At the same time ，the Licensor shall airmail to the Licensee and the Contract Factory each two copies of the airway bill and the detailed list of the Technical Documentation/Software.5.4 In case of any loss , damages or shortage caused to the Technical Documentation and Software during the transportation ，the Licensor shall make supplementary or replaceable delivery to the Licensee within 45 (forty-five) days afterreceiving the Licensee ' s written notice without any charges.5.5 The Technical Documentation and Software shall be packed in strong cases suitable for long distance transportation and numerous handling with protective measures against moisture and rain.5.6 The following contents shall be marked on the cover of each package of the Technical Documentation and Software with indelible paint in conspicuous English printed words:A. Contract No.:.B. Consignee: International Tendering Companyof China National Technical Import and Export CorporationC. Consignee code: ___ .D. Destination Airport: Beijing Airport.E. Shipping Mark:.F. Gross/Net Weight (kg):G. Item No./Case No.:H. Dimension (L x W x H in CM):5.7 In side of each package of the Technical Documentation and software , there shall be two copies of the detailed list to identify each part.5.8 For the delivery of the Technical Documentation and Software , partial shipment is allowed. Transshipment is not allowed.5.9 The Technical Documentation and Software shall be carried flight belonging tothe member countries of the World Bank and Switzerland.5.10 The Licensor shall effect the insurance , with insurer from eligible source country , for and amount of 110% of the total contract price on“all risks ” and “war risk ” basis at the Licensor ' s expenses with th e Licensee as the beneficiary.5.11 All of the Technical Documentation and Software , and services supplied under the Contract shall have their origin in the countries and areas eligible under the current World Bank Guideline for Procurement.ARTICLE 6 TECHNICAL SERVICE AND PERSONNEL TRAINING6.1 The Licensor shall send his skilled , healthy and competent technical personnel to the Contract Factory of the Licensee to provide Technical Service on site in accordance with the stipulations of theContract. The stipulation , the number of personnel , specialty , task , content and duration in PRCare detailed in Annex to the Contract.6.2 The Licensee shall provide assistance for entry and exit visa , workand life in PRC for the Licensor ' s Technical Service personnel. The treatment conditions of the Licensor ' s technical personnel in PRC are detailed in Annex to the Contract.6.3 The Licensor ' s technical personnel sent to PRC for the Technical Service shall observe the laws of the People' s Republic of China and rules and regulations of the contract Factory in the period of service in PRC.6.4 The Licensee shall send his technical personnel to the relevantfactories of the Licensor for technical training. The number of personnel , specialty ，content ，duration and requirement of training are detailed in Annex to the Contract.6.5 The Licensor shall provide assistance for entry and exit visa andshall provide the facilities necessary for the technical training for the Licensee ' s trainees. The treatment conditions of the trainees in the Licensor ' s country are detailed in Annex to the Contract.6.6 The Licensee ' s personnel under training shall observe the laws ofthe Licensor ' s country and the rules and regulations of the Licensor ' s factories in the period of training.ARTICLE 7 ACCEPTANCE OF THE CONTRACT PRODUCTS7.1 In order to verify the completeness , correctness and reliabilityof the Technical Documentation and Software supplied by the Licensor under the Contract , the Licensor shall , at his own expense send his representatives to carry out acceptance test on the Contract Productsjointly with the technical personnel of the Licensee in the contractFactory. The specific procedure of the acceptance test and the standardof the acceptance are detailed in Annex to the Contract.7.2 If the technical performances of the Contract Products specifiedin Annex to the Contract are achieved in the acceptance tests , bothparties ' authorized representative shall sign four copies of theacceptance certificate for the Contract Products and, two copies for each party.7.3 If any technical performance of the Contract Products specified inAnnex to the Contract is not achieved in the acceptance tests , bothparties shall have friendly consultation and discussion and jointlyanalyze the causes and take measures to eliminate the defect. The second acceptance test shall be carried out after the defects have beeneliminated.7.4 If the responsibility for the failure of the first acceptance test lies with the Licensor , the Licensor shall , at his own expenses, take measures to eliminate the defects , again send his technical personnel to participate in the second acceptance test and shall bear all the expenses incurred in the second acceptance test including the expenses for the materials used in the second acceptance test. If the responsibility for the failure of the first acceptance test lies with the Licensee , the Licensee shall , at his own expenses , take measures to eliminated the defects and bear all the relevant expenses incurred in the second acceptance test.7.5 If it is due to the Licensor ' s responsibility that any technical performance of the Contract Products specified in Annex to theContract is still not achieved in the second acceptance test , the Licensor shall compensate the Licensee for the direct expenses sustained by the Licensee , for the acceptance test , and shall at his ownexpenses, take measures to eliminate the defects and send his technical personnel to participate in the third acceptance test. If the responsibility for the failure of the second acceptance test lies with the Licensee , the Licensee shall , at his own expenses, take measures to eliminate the defects and bear the relevant expenses incurred in the third acceptance test.7.6 If it is due to the Licensor ' s responsibility that any technical performance of the Contract Products specified in Annex to theContract is still not achieved in the above-mentioned three acceptance tests , the Article 8.7 shall prevail. If the responsibility lies withthe Licensee , then both parties shall discuss and agree upon further execution of the Contract.ARTICLE 8 GUARANTEES AND CLAIMS8.1 The Licensor shall guarantee that the Technical Documentation andSoftware supplied by the Licensor to the Licensee in accordance with theContract shall be of the latest and well-proved Technical Documentationand Software which are actually used by the Licensor and that the improved , modified and developed Technical Documentation and Software shall besupplied in time by the Licensor to the Licensee in the course of implementation of the Contract , without charge.8.2 The Licensor shall guarantee that the Technical Documentation andSoftware supplied by the Licensor to the Licensee in accordance with the Contract shall be complete ，correct and legible ，and shall be delivered in time in accordance with the stipulations in Annex to the Contract.8.3 If it is found by the licensee that the Technical Documentation andSoftware supplied by the Licensor is not in conformity with thestipulations in Annex to the Contract and Clause 8.2 to the Contract ,the Licensor shall mail the related Technical Documentation to Licenseefree of charge within 30 (thirty) days after receiving the Licensee ' s written notice.8.4 If the Licensor fails to deliver the Technical documentation andSoftware in accordance with the time schedule stipulated in Annex ____,the Licensor shall pay to the Licenseeto the Contract and Clause 8.3penalties for late delivery of the Technical Documentation and Softwareat the following rates:0.5% (point five percent) of the total Contract price of the Technical Documentation and Software for each full week of late delivery. The above-mentioned total penalties shall not exceed 5%(five percent) of the total Contract price of this contract.The penalty paid shall be in the form of Liquidated Damages and shall fully indemnify the Licensee for all costs incurred as a result of such delay.8.5 Payment of penalty madeby the Licensor to the Licensee in accordance with the stipulation in Clause 8.4 to the Contract shall not release the Licensor from his obligations to continue to deliver the Technical Documentation and Software , which is subject to penalties for latedelivery.8.6 If the period for late delivery of the Technical Documentation and Software exceed 6. (Six) months , the Licensee shall be entitled to terminate the Contract. In such case , the Licensor shall return to the Licensee the total amounts which the Licensee has already paid plusinterest at the rate of 12% per annual thereon.8.7 If it is due to the Licensor ' s responsibility that any technical performance of the Contract Products is not achieved in the acceptancetests , the case shall be dealt with in the following manner:If it is due to the Licensor ' s responsibility that any technicalperformance of the Contract Products specified in Annex to theContract is not achieved , and the Licensee cannot put the contract Products into production , the Licensee shall be entitled to terminate the Contract. In the case of termination of the Contract , the Licensorshall return to the Licensee the total amounts which have already been paid by the Licensee to the Licensor plus interest at the rate 12% per annual thereon and compensate the licensee for direct losses upon mutual agreement.If it is due to the Licensor ' s responsibility that only some of thetechnical performances of the Contract Products specified in Annex to the Contract are not achieved , but the Licensee still can put the Contract Products into production , the Licensor shall compensate licensee for the direct expenses at an amount of 5%-10% (five to ten percent) of contract price according to the significants of the discrepancy.ARTICLE 9 INFRINGEMENTS AND CONFIDENTIALITY9.1 The Licensor shall guarantee that the Licensor has lawful ownership of all the technical know-how, the Technical Documentation and Software supplied by the Licensor to the Licensee in accordance with the Contract , and that the Licensor has the right to transfer the technology and supply the Contract Equipment and the Parts to the Licensee. In case any third party brings a charge of infringement , the Licensor shall take up the matter with the third party and bear all legal and financialresponsibilities , which may arise.9.2 Both Parties shall keep confidential all technical know-how , technical documentation and all the information of hydrology , geology and production of the Contract Factory regarding the business of the other party , being either technical or commercial of nature , during the validity period of the Contract as well as thereafter for a period of 10years. If a part of the whole of such know-how , information or documentation becomesor is madepublicly known either the Party knowing such Know-how in formation or documentation or through a third party ，the other Party shall no longer be held to his secrecy obligation.9.3 The Licensee shall have the right to use the technical know-how and the Technical Documentations and software supplied by the Licensor todesign ，manufacture and sell the Contract Products after the terminal of the Contract.ARTICLE 10 TAXES AND DUTIES10.1 All taxes and duties in connection with and in the execution ofthe Contract to be levied by the Government of the PRC on the Licensee in accordance with the Chinese tax laws and regulations in effect shall be paid by the Licensee.10.2 All the taxes and duties in connection with and in the execution of the Contract to be levied by the Government of the PRCon the Licensor in accordance with the tax laws in effect and the "Agreement between the Government of Federal Republic of Germany for the Reciprocal Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Property ” shall be borne by the Licensor.10.3 All the taxes and duties in connection with and in the executionof the Contract to be levied outside the PRCshall be paid by the Licensor. ARTICLE 11 PERFORMANCE BOND11.1 The Licensor shall , within thirty (30) calendar days after signing of the contract , furnish a Performance Bond to the Licensee , issued by the Bank of China , Beijing against the counter-guarantee issued by aforeign bank to the Bank of China , Beijing: in the amount of ten (10) percent of the total Contract Price. The Performance Bond shall remain valid until the acceptance of the Contract Products and expiration of the guarantee period of the Contract Equipment.11.2 The Performance Bond shall be furnished by the Licensor by a Bank Guarantee in the form as stipulated in Annex to the Contract. Thecost thereof shall be borne by the Licensor.11.3 In case the Licensor fails to perform any of his obligations under the Contract , the Licensee shall have the right to have a recourse from the Performance Bond. ARTICLE 12 FORCE MAJEURE12.1 If either of the contracting parties is prevented from executingthe Contract by such cases of force majeure as war, serious flood , fire , typhoon and earthquake or other cases which are agreed upon by both parties as cases of force majeure ，the time for performance of the Contract shall be extended by a period equivalent to the effect of such cases.12.2 The affected party shall notify the other party of cases of force majeure occurred by telex ，cable or fax as soon as possible and shall。
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LICENSE CONTRACT OF TECHNOLOGYFOR THEMANUFACTURING OF _________Date of signing : _________,_________Place of signing : Beijing. ChinaContract No.: ______In accordance with Bid No. ______under the I.B.R.D. Loan No. ______, International Tendering Company of China National Technical Import and Export Corporation, Beijing PRC(hereinafter referred to as the “Licensee”) on the one hand, and ______Company, Germany (hereinafter referred to as the “Licensor”) on the other hand，Whereas the Licensor has the technical know- how for design, manufacture, assembly, installation, test, inspection, adjustment, operation, maintenance, management and sale of Railway______ as required by Licensee;Whereas the Licensor has the right and agrees to transfer the above –mentioned technical know – how to the Licensee for the manufacture of Railway ______product;Whereas the Licensee agrees to introduce the Licensor’s technical know-how for design, manufacture, maintenance, sale and export of the Railway______ product;Whereas the Licensee agrees to introduce the Licensor’s technical know-how for design, manufacture, maintenance, sale and export of the Railway ______ product;Whereas the Licensor agrees to supply to the Licensee and the Licensee agrees to obtain from the Licensor a certain amount of parts and components for the assembling and manufacturing of the Railway______ product under other contract.The authorized representatives of both parties, through friendly negotiations, have agreed to enter into the Contract under the terms and conditions as stipulated below;ARTICLE 1 DEFINITIONS1.1 “The Licensee” means International Tendering Company of 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 including 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 performance of its contractual obligations.1.5 “The Contract Products” means all the p roducts with the models and specifications and performances which are manufactured by the technology transferred by the Licensor to the Licensee as stipulated in Annex 2 to the Contract.1.6 “The Contract Factory” means the place where the Licensee man ufactures the Contract Products by using 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, design, 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 documents 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 and software relating to the inspection, testing, adjustment, assembly and maintenance 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 “SINOT RANS” means China National Foreign Trade Transport ation Corporation, which is the appointed agent of the Licensee for receipt of the Technical Documentation and Software, the Contract Equipment and the Parts at the ports of destination:A. Xingang seaport:SINOTRANS, TANGGU BRANCH44 Xingang Road, Tanggu, Tianjin, 300400, China Telex: 23187 TGFTT CN, FAX:022 984757B. Beijing Airport:SINOTRANS, Beijing Air Freight Co.Anjialou Liangmaqiao Road, Beijing, 100621, China Telex: 210205 AIRFT CN 1.10 “PRC” means the People’s Republic of Chi na.1.11 “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 CONTRACT2.1 The licensor has agreed to transfer to the Licensee and the Licensee has agreed to obtain from the Licensor the technical know-how for the design, 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 _II_ to the Contract.2.2 The Licensor has agreed to grant the Licensee the license and right to design,manufacture, use, sell in PRC the Contract Products and export the Contract Products. The license and right are non-exclusive and non-transferable.2.3 The Licensor has agreed to provide the licensee with the Technical Documentation and Software related to the Contract Products. The contents, copies and time of delivery of the Technical Documentation and Software are detailed in Annex V and AnnexVI to the Contract.2.4 The Licensor has agreed to dispatch his technical personnel to the Contract Factory, for Technical Services. The specific contents and requirements for the Technical Services are detailed in Annex IX to the Contract.2.5 The 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’s te chnical 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 the Contract.2.6 The Licensor has agreed, upon the request 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 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.2.7 The Licensor has agreed, upon the request 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 and software which are made or developed by the Licensor and are necessary for manufacturing the Contract software which are made or developed by the third party and are necessary for manufacturing the Contract Products.2.8 The 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 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 PRICE3.1 The total Contract price, which is based on the contents and scope stipulated in Article 2 to the Contract and the Licensor’s fulfillment of his oblig ations under the Contract, shall be _____ DEM, (SAY: _____ DEUTSCH MARK ONLY) details as follows:3.1.1 Price for Technical Know-how: _____ DEM (SAY: _____ DEUTSCH MARK ONLY). The breakdown prices of the technical know-how are as follows:A. Technology transfer fee is:B. Technical documentation and software fee (CIP Beijing Port) is _____ DEM (SAY: _____ DEUTSCH MARK ONLY).C. Personnel training fee is _____ DEM (SAY: _____ DEUTSCH MARK ONLY).D. Technical service fee is _____ DEM (SAY: _____ DEUTSCH MARK ONLY).3.2 The above-mentioned total Contract Price shall be firm and fixed price for the Licensor’s obligation under the contract including all expenses incurred for delivery of the Technical Documentation and Software CIF Beijing Airport, China.ARTICLE 4 TERMS OF PAYMENT4.1 All the payment stipulated in the Contract shall be effected in DEUTSCH MARK (DEM) through an irrevocable letter of credit partial shipment allowed under the I.B.R.D. Loan No. _____ for the price for the Technical Know-how, obtained from the World Bank opened in favor of the Licensor.4.2 The Licensee shall within thirty (30) working days after effectiveness of the Contract, open an irrevocable letter of credit by the Bank of China, Beijing in favor of the Licensor, in a bank 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 4.3.4.3 Payment for the Price for the Technical Know-how4.3.1 10% (ten percent) of the total price for the technical know-how under Article3, namely _____ DEM (SAY: _____DEUTSCH MARK ONLY) shall be 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 relevant authorities of the Licensor’s of Licensor’s subcontractor’s country, or one copy of the letter issued by the relevant authority of the Licensor’s count ry starting that the valid export license is not required.B. One original and one copy of the irrevocable letter of guarantee issued by the Licensor’s Bank for a sum of 10% of the total price of for the technical know- how in favor of the Licensee, The specimen of the letter of guarantee is detailed in Annex XII to the contract.C. Four copies of the proformal invoice covering the total price for the technical know-howD. Two copies of the sight draft to be drawn on the Licensee to the Bank of China, Beijing.E. Four copies of commercial invoice.The above- mentioned documents shall be presented not earlier than 30 days after effectiveness of the Contract.4.3.2 25% (twenty five percent) of the total price for the technical know-how under Article 3, namely _____ DEM (SAY: _____DEUTSCH MARK ONLY) shall be paid after the Licensor has delivered the first batch of the technical 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 Licensee to the Bank of China, Beijing.C. Five copies of the airway bill for the first batch of the technical Documentation and/or software.D. Five copies of the packing list for the first batch of the Technical Documentationand/or Software.E. Two copies of the letter issued by the Licensee confirming that the Licensor has delivered to the Licensee the first batch of Technical Documentation and/or Software as stipulated in Annex _____and Annex _____4.3.3 50% (fifty percent) of the total price for the technical know-how under Article 3, namely _____ DEM (SAY: _____ DEUTSCH MARK ONLY) shall be paid after the Licensor has delivered the last batch of the Technical Documentation/Software as stipulated in Annex _____ to the Contract and against presentation of the following documents provided they are in conformity with the stipulations of the contract:A. Four copies of the commercial invoice.B. Two copies of the sight draft to be drawn on the Licensee to the Bank of China, Beijing.C. Five copies of the packing list for delivering the last batch of the technical Documentation and/or Software.D. Five copies of the packing list for delivering the last batch of the Technical Documentation and/or Software.E. Two copies of the letter issued by the Licensee confirming that the Licensor has delivered to the Licensee all Technical Documentations as stipulated in Annex _____ 4.3.4 15% (fifty percent) of the total price for the technical know-how under Article 3, namely _____ DEM (SAY: _____ DEUTSCH MARK ONLY) shall be paid after acceptance of the Contract Products by the Licensee and against presentation of the following documents provided they are in conformity with the stipulations of the Contract:A. Four copies of the commercial invoice.B. Two copies of the sight draft to be drawn on the Licensee to the Bank of China, Beijing.C. Two copies of the Acceptance Certificate for the Contract Products signed by the both Parties.4.4 The License shall have the right to deduct from the performance Bond orrelevant payment under negotiation the penalties in form of liquidate damages, which Licensor shall pay in accordance with the stipulations of the Contract.4.5 The banking charges incurred in the P.R.C. shall be borne by the Licensee and those incurred outside the P.R.C. shall be borne by the Licensor. The Licensor shall bear all interest charge in case they occur in the negotiation of the payment, unless these interest charges have been occurred by reasons of default by the Licensee.ARTICLE 5 DELIVERY OF THE TECHNICAL DOCUMENTATION ANDSOFTWARE5.1 The Licensor shall deliver to the Licensee the Technical Documentation and Software at Beijing Airport in accordance with the contents, copies and time stipulated in Annex _____ to the Contract. The risk of the Technical Documentation shall be transferred from the Licensor to the Licensee after its arrival at Beijing Airport, China.5.2 The data stamped by Beijing Airport, China shall be the actual date of delivery the Technical Documentation and Software.5.3 The Licensor shall, within two (2) working days, after dispatching each batch of the Technical Documentation and/or Software, inform the Licensee and Contract Factory by telex or fax of the Contract number, number of parcels, weight, flight and expected arrival date. At the same time, the Licensor shall airmail to the Licensee and the Contract Factory each two copies of the airway bill and the detailed list of the Technical Documentation/Software.5.4 In case of any loss, damages or shortage caused to the Technical Documentation and Software during the transportation, the Licensor shall make supplementary or replaceable delivery to the Licensee within 45 (forty-five) days after receiving the Licensee’s written notice without any charges.5.5 The Technical Documentation and Software shall be packed in strong cases suitable for long distance transportation and numerous handling with protective measures against moisture and rain.5.6 The following contents shall be marked on the cover of each package of theTechnical Documentation and Software with indelible paint in conspicuous English printed words:A. Contract No.: _____.B. Consignee: International Tendering Company of China National Technical Import and Export CorporationC. Consignee code: _____.D. Destination Airport: Beijing Airport.E. Shipping Mark: _____.F. Gross/Net Weight (kg): _____G. Item No./Case No.: ______H. Dimension (L x W x H in CM): ______5.7 In side of each package of the Technical Documentation and software, there shall be two copies of the detailed list to identify each part.5.8 For the delivery of the Technical Documentation and Software, partial shipment is allowed. Transshipment is not allowed.5.9 The Technical Documentation and Software shall be carried flight belonging to the member countries of the World Bank and Switzerland.5.10 The Licensor shall effect the insurance, with insurer from eligible source country, for and amount of 110% of the total contract price on “all risks” and “war risk” basis at the Licensor’s expenses with the Licensee as the beneficiary.5.11 All of the Technical Documentation and Software, and services supplied under the Contract shall have their origin in the countries and areas eligible under the current World Bank Guideline for Procurement.ARTICLE 6 TECHNICAL SERVICE AND PERSONNEL TRAINING6.1 The Licensor shall send his skilled, healthy and competent technical personnel to the Contract Factory of the Licensee to provide Technical Service on site in accordance with the stipulations of the Contract. The stipulation, the number of personnel, specialty, task, content and duration in PRC are detailed in Annex _____ to the Contract.6.2 The Licensee shall provide assistance for entry and exit visa, work and life in PRC for the Licensor’s Technical Service personnel. The treatment conditions of the Licensor’s technical pe rsonnel in PRC are detailed in Annex _____ to the Contract. 6.3 The Licensor’s technical personnel sent to PRC for the Technical Service shall observe the laws of the People’s Republic of China and rules and regulations of the contract Factory in the period of service in PRC.6.4 The Licensee shall send his technical personnel to the relevant factories of the Licensor for technical training. The number of personnel, specialty, content, duration and requirement of training are detailed in Annex _____ to the Contract.6.5 The Licensor shall provide assistance for entry and exit visa and shall provide the facilities necessary for the technical training for the Licensee’s trainees. The treatment conditions of the trainees in the Licensor’s country are deta iled in Annex ____ to the Contract.6.6 The Licensee’s personnel under training shall observe the laws of the Licensor’s country and the rules and regulations of the Licensor’s factories in the period of training.ARTICLE 7 ACCEPTANCE OF THE CONTRACT PRODUCTS7.1 In order to verify the completeness, correctness and reliability of the Technical Documentation and Software supplied by the Licensor under the Contract, the Licensor shall, at his own expense send his representatives to carry out acceptance test on the Contract Products jointly with the technical personnel of the Licensee in the contract Factory. The specific procedure of the acceptance test and the standard of the acceptance are detailed in Annex _____ to the Contract.7.2 If the technical performances of the Contract Products specified in Annex _____ to the Contract are achieved in the acceptance tests, both parties’ authorized representative shall sign four copies of the acceptance certificate for the Contract Products and, two copies for each party.7.3 If any technical performance of the Contract Products specified in Annex _____ to the Contract is not achieved in the acceptance tests, both parties shall have friendlyconsultation and discussion and jointly analyze the causes and take measures to eliminate the defect. The second acceptance test shall be carried out after the defects have been eliminated.7.4 If the responsibility for the failure of the first acceptance test lies with the Licensor, the Licensor shall, at his own expenses, take measures to eliminate the defects, again send his technical personnel to participate in the second acceptance test and shall bear all the expenses incurred in the second acceptance test including the expenses for the materials used in the second acceptance test. If the responsibility for the failure of the first acceptance test lies with the Licensee, the Licensee shall, at his own expenses, take measures to eliminated the defects and bear all the relevant expenses incurred in the second acceptance test.7.5 If it is due to the Licensor’s responsibility that any technical performance of the Contract Products specified in Annex _____ to the Contract is still not achieved in the second acceptance test, the Licensor shall compensate the Licensee for the direct expenses sustained by the Licensee, for the acceptance test, and shall at his own expenses, take measures to eliminate the defects and send his technical personnel to participate in the third acceptance test. If the responsibility for the failure of the second acceptance test lies with the Licensee, the Licensee shall, at his own expenses, take measures to eliminate the defects and bear the relevant expenses incurred in the third acceptance test.7.6 If it is due to the Licensor’s responsibility that any technical performance of the Contract Products specified in Annex _____ to the Contract is still not achieved in the above-mentioned three acceptance tests, the Article 8.7 shall prevail. If the responsibility lies with the Licensee, then both parties shall discuss and agree upon further execution of the Contract.ARTICLE 8 GUARANTEES AND CLAIMS8.1 The Licensor shall guarantee that the Technical Documentation and Software supplied by the Licensor to the Licensee in accordance with the Contract shall be of the latest and well-proved Technical Documentation and Software which are actuallyused by the Licensor and that the improved, modified and developed Technical Documentation and Software shall be supplied in time by the Licensor to the Licensee in the course of implementation of the Contract, without charge.8.2 The Licensor shall guarantee that the Technical Documentation and Software supplied by the Licensor to the Licensee in accordance with the Contract shall be complete, correct and legible, and shall be delivered in time in accordance with the stipulations in Annex _____ to the Contract.8.3 If it is found by the licensee that the Technical Documentation and Software supplied by the Licensor is not in conformity with the stipulations in Annex _____ to the Contract and Clause 8.2 to the Contract, the Licensor shall mail the related Technical Documentation to Licensee free of charge within 30 (thirty) days after receiving the Licensee’s written notice.8.4 If the Licensor fails to deliver the Technical documentation and Software in accordance with the time schedule stipulated in Annex _____ to the Contract and Clause 8.3, the Licensor shall pay to the Licensee penalties for late delivery of the Technical Documentation and Software at the following rates:0.5% (point five percent) of the total Contract price of the Technical Documentation and Software for each full week of late delivery. The above-mentioned total penalties shall not exceed 5% (five percent) of the total Contract price of this contract.The penalty paid shall be in the form of Liquidated Damages and shall fully indemnify the Licensee for all costs incurred as a result of such delay.8.5 Payment of penalty made by the Licensor to the Licensee in accordance with the stipulation in Clause 8.4 to the Contract shall not release the Licensor from his obligations to continue to deliver the Technical Documentation and Software, which is subject to penalties for late delivery.8.6 If the period for late delivery of the Technical Documentation and Software exceed 6. (Six) months, the Licensee shall be entitled to terminate the Contract. In such case, the Licensor shall return to the Licensee the total amounts which the Licensee has already paid plus interest at the rate of 12% per annual thereon.8.7 If it is due to the Licensor’s responsibility that any technical performance of the Contract Products is not achieved in the acceptance tests, the case shall be dealt with in the following manner:If it is due to the Licensor’s r esponsibility that any technical performance of the Contract Products specified in Annex _____ to the Contract is not achieved, and the Licensee cannot put the contract Products into production, the Licensee shall be entitled to terminate the Contract. In the case of termination of the Contract, the Licensor shall return to the Licensee the total amounts which have already been paid by the Licensee to the Licensor plus interest at the rate 12% per annual thereon and compensate the licensee for direct losses upon mutual agreement.If it is due to the Licensor’s responsibility that only some of the technical performances of the Contract Products specified in Annex _____ to the Contract are not achieved, but the Licensee still can put the Contract Products into production, the Licensor shall compensate licensee for the direct expenses at an amount of 5%-10% (five to ten percent) of contract price according to the significants of the discrepancy.ARTICLE 9 INFRINGEMENTS AND CONFIDENTIALITY9.1 The Licensor shall guarantee that the Licensor has lawful ownership of all the technical know-how, the Technical Documentation and Software supplied by the Licensor to the Licensee in accordance with the Contract, and that the Licensor has the right to transfer the technology and supply the Contract Equipment and the Parts to the Licensee. In case any third party brings a charge of infringement, the Licensor shall take up the matter with the third party and bear all legal and financial responsibilities, which may arise.9.2 Both Parties shall keep confidential all technical know-how, technical documentation and all the information of hydrology, geology and production of the Contract Factory regarding the business of the other party, being either technical or commercial of nature, during the validity period of the Contract as well as thereafter for a period of 10 years. If a part of the whole of such know-how, information or documentation becomes or is made publicly known, either the Party knowing suchKnow-how, in formation or documentation or through a third party, the other Party shall no longer be held to his secrecy obligation.9.3 The Licensee shall have the right to use the technical know-how and the Technical Documentations and software supplied by the Licensor to design, manufacture and sell the Contract Products after the terminal of the Contract.ARTICLE 10 TAXES AND DUTIES10.1 All taxes and duties in connection with and in the execution of the Contract to be levied by the Government of the PRC on the Licensee in accordance with the Chinese tax laws and regulations in effect shall be paid by the Licensee.10.2 All the taxes and duties in connection with and in the execution of the Contract to be levied by the Government of the PRC on the Licensor in accordance with the tax laws in effect and the “Agreement between the Government of Federal Republic of Germany for the Reciprocal Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Property” shall be borne by the Licensor.10.3 All the taxes and duties in connection with and in the execution of the Contract to be levied outside the PRC shall be paid by the Licensor.ARTICLE 11 PERFORMANCE BOND11.1 The Licensor shall, within thirty (30) calendar days after signing of the contract, furnish a Performance Bond to the Licensee, issued by the Bank of China, Beijing against the counter-guarantee issued by a foreign bank to the Bank of China, Beijing: in the amount of ten (10) percent of the total Contract Price. The Performance Bond shall remain valid until the acceptance of the Contract Products and expiration of the guarantee period of the Contract Equipment.11.2 The Performance Bond shall be furnished by the Licensor by a Bank Guarantee in the form as stipulated in Annex _____ to the Contract. The cost thereof shall be borne by the Licensor.11.3 In case the Licensor fails to perform any of his obligations under the Contract, the Licensee shall have the right to have a recourse from the Performance Bond.ARTICLE 12 FORCE MAJEURE12.1 If either of the contracting parties is prevented from executing the Contract by such cases of force majeure as war, serious flood, fire, typhoon and earthquake or other cases which are agreed upon by both parties as cases of force majeure, the time for performance of the Contract shall be extended by a period equivalent to the effect of such cases.12.2 The affected party shall notify the other party of cases of force majeure occurred by telex, cable or fax as soon as possible and shall send by registered airmail, within 14 (fourteen) days thereafter, a certificate issued by the authority or department concerned to the other party for confirmation.12.3 Should the effect of the force majeure cases last for more than 120 (one hundred and twenty) days, both parties shall settle the problem of further execution of the Contract through friendly consultation as soon as possible.ARTICLE 13 SETTLEMENT OF DISPUTES13.1 All the disputes in connection with or in the execution of the Contract shall be settled by both Parties through friendly consultations. In case no settlement to the disputes can be reached by both Parties through friendly consultations, the disputes shall be settled through arbitration.13.2 The arbitration shall take place in Stockholm, Sweden, and be conducted by the Arbitration Institute of Chamber of Commerce in Stockholm according to the provisional procedures and rules of the said Arbitration Commission.13.3 The settlement of arbitration is final and binding on both parties.13.4 The arbitration fee shall be borne by the losing party, except as otherwise awarded by the said Arbitration Commission.13.5 In course of arbitration, both parties shall continue to execute the Contract except the part of the Contract, which is under arbitration.。