国际技术转让合同协议书中英文对照
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。
技术转让协议（英文）
技术转让协议（英⽂）TECHNOLOGY TRANSFER AGREEMENTTHIS TECHNOLOGY TRANSFER AGREEMENT (THIS “Agreement”) IS ENTERED INTO AS OF THIS 29TH DAY OF FEBRUARY, 2012, BY AND BETWEEN:(1) International Green Chip Co., Ltd. (英特格灵芯⽚（天津）有限公司), a limited liability company organized under the laws of the People’s Republic of China (the “PRC”) with its legal address at Room 210, South Tower, Tianda Software Zone, 80 Fourth Avenue, Tianjin Development Area, Tianjin, PRC (the “Proprietor”); and(2) iWatt Inc., a company incorporated in the State of California whose registered office is at 675 Campbell Technology Parkway, Suite 150, Campbell, CA 95008, USA. (the “Recipient”),The Proprietor and the Recipient are referred to herein each as a “Party”, and collectively, the “Parties”.RECITALSWHEREAS, the Proprietor has developed LCDTV 8CH + Boost LED BLU Driver and LCDTV TCON Bias PMIC products, the details of which are set forth on Schedule 1 attached hereto (the “Target Products”) and is the proprietor of certain know-how and confidential information relating to their designs, applications and/or manufacture;WHEREAS, the Proprietor has agreed to assign to the Recipient, and the Recipient desires to purchase from the Proprietor, full right and title to this know-how and confidential information relating the Targeted Products, for the consideration and upon the terms and conditions hereinafter set forth;WHEREAS, the Proprietor and iWatt HK Limited, a limited liability company duly established under the laws of the Hong Kong Special Administrative Region, PRC with its legal address at Unit 223B, 2/F., Core Building 2, No. 1 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong, have entered into an exclusive equipment lease agreement dated January 11, 2012 (as amended, the “Lease Agreement”); andWHEREAS, the Lease Agreement provides that the execution and delivery of this Agreement by the Parties shall be a condition precedent to the consummation of the transactions contemplated under the Lease Agreement.AGREEMENTNOW, THEREFORE, in consideration of the premises set forth above, the mutual covenants and agreements set forth herein and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties hereby agree as follows:Section 1. DEFINITION1.1 Affiliate shall mean with respect to any Party, any company that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For the purposes of this Agreement, the term “control” (and“controlling”) shall mean (i) to have at least the majority (more than fifty percent (50%)) of the voting stock of such company or (ii) the right (a) to elect the majority of the directors of such company, or (b) to direct or cause the direction of the management and policies of such company, as the case may be, where such right may be exercised without the consent of any third party.1.2 Closing shall have the meaning ascribed to such term as in the Lease Agreement.1.3 Earn Out Revenue shall mean the sales revenue of the Target Products during the 18 months immediately following the Closing, which sales revenue shall be determined by the Recipient in accordance with GAAP pursuant to Section 3.2 hereof.1.4 Effective Date shall mean the date of signing this Agreement.1.5 GAAP shall mean the generally accepted accounting principles in the United States of America in effect from time to time.1.6 Independent Advisor shall mean a suitably qualified partner in any accounting firm designated by the Recipient in writing, whose services any of the Parties is not engaging.1.7 Information shall mean collectively, all information, designs, formulae, algorithms, procedures, methods, techniques, ideas, knowledge, experiences, research and development, data, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology, regarding and relating to the materials, structures, applications and/or manufacturing of the Targeted Products, and all other information relating to the materials, manufacturing techniques and other information necessary to design, utilizeand/or manufacture the Targeted Products properly, efficiently and in reasonable quantities.1.8 Technical Documentation shall mean all manuals, recordings, graphs, drawings, reports, computer programs, calculations, special studies produced for the Target Products design and engineering activities, analyses, including but not limited to design drawings, interface drawings, manuals and stress analysis reports, relating to the design, engineering of the Target Products.Section 2. ASSIGNMENT2.1 The Proprietor hereby assigns and transfers to Recipient all rights and title (free and clear of any lien, claim, restriction, charge, security interest or other encumbrance) possessed by Proprietor in respect of the Information and the full unfettered and exclusive worldwide right to use the Information for any purpose whatsoever (including the filing of patent applications in respect of all or any aspect of it).2.2 The Recipient reserves the right to assign all of its rights, benefits and obligations under this Agreement to any of its Affiliates.Section 3. CONSIDERATION3.1 Assignment FeeThe Recipient shall pay an assignment fee of up to US$2,000,000 or RMB equivalent based on the Earn Out Revenue:(a) The Recipient shall pay US$1,000,000 or RMB equivalent if the Earn Out Revenue of the existing Target Products reachesUS$2,100,000 during the 18 months immediately following the Closing. If the Earn Out Revenue is less than US$2,100,000, such payment shall be reduced proportionally for any shortfall of the Earn Out Revenue.(b) The Recipient shall pay the remaining US$1,000,000 or RMB equivalent if the Earn Out Revenue of the existing Target Products, and any other products considered applicable by the Recipient, reaches an additional US$2,100,000 during the 18 months immediately following the Closing. If the Earn Out Revenue is less than US$4,200,000 but greater than US$2,100,000, such payment of the remaining US$1,000,000 or RMB equivalent shall be reduced proportionally for any shortfall of the Earn Out Revenue.3.2 Determination of Earn Out Revenue(a) For the purpose of the Recipient to calculate the Earn Out Revenue, the Recipient shall as promptly as practicable provide the Proprietor with a written statement of its calculation (the “Calculation Statement”) of the Earn Out Revenue for the relevant period(s).(b) Upon receiving a Calculation Statement, the Proprietor shall within ten (10) days either (i) notify the Recipient in writing that it agrees with the Calculation Statement or (ii) notify the Recipient in writing that it does not agree with the Calculation Statement and stating the grounds of their disagreement and their own calculation of the Earn Out Revenue for determination of the relevant part of the applicable assignment fee, together with a copy of any information used in making such calculation (the “Dispute Notice”). If the Recipient does not receive any Dispute Notice from the Proprietor within such ten (10) days period, the Proprietor shall be deemed to have agreed to the Calculation Statement and the Recipient’s calculation of the Earn Out Revenue for determination of the relevant part of the applicable assignment fee.(c) In the event a Dispute Notice is given by the Proprietor according to Section 3.2(b), the Proprietor and the Recipient shall meet and attempt in good faith to resolve the items or amounts in dispute (the “Disputed Portion”). If the Proprietor and the Recipient are unable to reach an agreement within twenty (20) days after receipt of the Dispute Notice by the Recipient, the Proprietor or the Recipient may request an Independent Advisor to review the Disputed Portion and compute the Earn Out Revenue for the relevant period(s) in question. In making its calculation, the Independent Advisor shall consider only the Disputed Portion (and to the extent required, any other items or amounts necessary to derive the Disputed Portion). Such determination shall be made within twenty (20) days after such request and shall be conclusive and binding on the Parties. The fees, costs and expenses of the Independent Advisor shall be borne by the Party whose calculation of the Earn Out Revenue for the relevant period(s) is furthest from the Independent Advisor’s calculation.(d) For the avoidance of doubt, before the Disputed Portion is finally determined pursuant to this Section 3, the Recipient shall have the right (but not the obligation) to pay to the Proprietor the undisputed portion of the Earn Out Revenue proportionally.Section 4. FURTHER ASSURANCE4.1 The Proprietor agrees to disclose all the Information known to the Proprietor to the Recipient, or any person nominated by the Recipient, and provide all other reasonable assistance and information, including but not limited to all the Technical Documentation, as may be reasonably necessary in order to assist Recipient, or its nominee, to develop, use and/or manufacture the Targeted Products.4.2 The Proprietor agrees that from the date of this Agreement, without the prior written consent of the Recipient, not:(a) to communicate or otherwise make available the Information to any third party; and/or(b) to use the Information for any purpose.4.3 The Proprietor undertakes that it shall not and shall procure the IGC Holders (as defined in the Lease Agreement) not to, participate, assist, be concerned with, engaged or interested in, any business or entity in any manner, directly or indirectly, which is in competition with any business activities (including but without limitation, research and development, manufacturing, the sale and distribution) in connection with the Target Products in the PRC or any other jurisdiction.4.4 If the Information disclosed by the Proprietor to the Recipient is not sufficient to enable the applications and/or manufacture of the Targeted Products properly, efficiently and in reasonable quantities, The Recipient may serve notice on the Proprietor to that effect, identifying the areas of deficiency in the Information disclosed. Should the Proprietor, in the reasonable opinion of the Recipient, fail in the four (4) week period following service of such notice to remedy such deficiencies, the Recipient may serve notice on the Proprietor requiring the payment of the sum identified in Section 3, and the Proprietor agrees to repay this sum within two weeks of receipt of such notice for payment.Section 5. REPRESENTATIONS AND WARRANTIES5.1 Each Party hereby represents and warrants to the other Party that: (a) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder in accordance with such Party’s organizational documents and the laws of its jurisdiction; (b) this Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms; and (c) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.5.2 The Proprietor hereby further warrants that:(a) it is the sole proprietor of the Information free and clear of any lien, claim, restriction, charge, security interest or other encumbrance;(b) it has taken all the necessary mechanisms to hold the Information in confidence;(c) it has not, either by act or omission, caused and permitted anything to be done which might endanger the title to and benefits of the Information;(d) it has not knowingly withheld from the Recipient knowledge of any circumstances that may endanger the title to and benefits of the Information;(e) it will not engage in any action that will be detrimental to the title to and benefits of the Information after the execution of this Agreement;(f) neither the practice of the Target Products nor the manufacture, use, sale or other exploitation of any Target Products infringes upon or may infringe upon any third-party intellectual property right(s);(g) it has as of the Effective Date disclosed to the Recipient all the Information known to it with respect to all Target Products, which information is accurate and complete; and(h) it is not aware that the Information, or any of it, is known, or as a result of any past action or default on its part, or that of anyone else, is likely to become known to any third parties.5.3 The Proprietor hereby agrees to indemnify, and to keep the Recipient and the Recipient’s respective Affiliates, members, stockholders, employees, agents and representatives indemnified, against all actions, claims, proceedings, costs and damages (including any damages or compensation) paid by the Recipient on the advice of its legal advisers to compromise or settle any claim and all legal costs and other expenses arising out of any breach of the representations, warranties and undertakings of the Proprietor under this Agreement or out of any claims by a third party based on any facts which if substantiated would constitute such a breach. The Proprietor further agrees that the Recipient’s indemnification under this Section would first come from the assignment fee (if any is available) to be paid under this Agreement before seeking remedy from the Proprietor or its shareholders and that the Proprietor’s shareholders’ obligations under this indemnification provision will be limited to their pro-rata share of the obligation based on their ownership position at the time of Closing.Section 6. EFFECTIVENESSThis Agreement shall become effective and binding on the Parties hereto as of the date of its execution by or on behalf of the Parties hereto.Section 7. SETTLEMENT OF DISPUTES7.1 Dispute. Any dispute, controversy or claim (each a “Dispute”) arising out of or relating to this Agreement or to any of the transactions contemplated hereby, whether such Dispute is premised on contract, tort, equity, or statute, shall be submitted to arbitration upon the request of any Party to the Dispute with notice to each other Party to the Dispute.7.2 Arbitration. The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (“HKIAC”) and under the UNCITRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration (as amended from time to time and by the rest of this Agreement). There shall be a panel of three (3) arbitrators. The Proprietor and the Recipient shall each appoint one (1) arbitrator, and the third arbitrator shall be appointed by the HKIAC. The Parties hereby agree that the third arbitrator of the arbitration panel shall not be a national of the PRC or the United States of America. The language of the arbitration shall be English and Chinese. To the extent a translator is necessary during the arbitration, the Parties shall stipulate a neutral, official translator for the arbitration proceedings, acceptable to the HKIAC. If the Parties are unable to agree on an official translator, then HKIAC shall appoint one. The losing Party shall bear the costs of such translator.7.3 Cooperation of the Parties. Each Party to the arbitration shall cooperate with each other Party to the arbitration in producing information and documents requested by such other Party in connection with such Disputes, subject to privileges applicable to the Dispute or confidentiality obligations binding on such Party. The Parties shall prepare and execute a confidentiality agreement in connection with the production of any such information or documents.7.4 Costs of Arbitration. The costs of arbitration shall be borne by the losing Party, unless otherwise determined by the arbitration panel. The prevailing Party shall be entitled to recover its reasonable attorney’s fees and costs incurred in connection with the arbitration.7.5 Award. The award of the arbitration panel shall be a written and reasoned award. The award of the arbitration panel shall be final and binding upon the Parties, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award.7.6 Performance of Obligations. The Parties shall continue to perform their respective obligations under this Agreement, except with respect to the part in dispute and under adjudication, and shall be permitted to exercise all rights under this Agreement notwithstanding the filing of an arbitration demand by one Party against another Party.Section 8. APPLICABLE LAWThis Agreement, the legal relations between the Parties and any Dispute, whether contractual or non-contractual, instituted by any Party with respect to matters arising under or in connection with or in respect of this Agreement shall be governed by, and construed in accordance with, the laws of the State of California without regard to conflicts of laws principles thereunder.Section 9. REGISTRATION OF AGREEMENTShould this Agreement be subject to any registration or approval requirement under the applicable laws and regulations of the People’s Republic of China, the Proprietor shall, at the Recipient’s expenses, submit relevant application documents as soon as commercially practicable following the Effective Date to the application registration authority for the purpose of registration or approval of this Agreement.Section 10. LANGUAGEThis Agreement is executed in English. A separate Chinese language version of this Agreement has prepared solely for the purpose of registration with the competent PRC authority. In the event there is any discrepancy between the two versions, the English execution version shall prevail.Section 11. AMENDMENTSExcept as otherwise permitted herein, this Agreement and its provisions may be amended, supplemented, changed, waived, discharged, modified or terminated only by a writing signed by each of the Parties.Section 12. NOTICESAll notices, claims, certificates, requests, demands and other communications under this Agreement shall be made in writing and shall be delivered to any Party hereto by hand or sent by facsimile, or sent, postage prepaid, by reputable overnight courier services at the following addresses (or at such other address for such Party as shall be specified by like notice), and shall be deemed given when so delivered by hand, or if sent by facsimile, upon receipt of a confirmed transmittal receipt, or if sent by overnight courier, five (5) days after delivery to or pickup by the overnight courier service:(a)If to the Proprietor:International Green Chip Co., Ltd. (英特格灵芯⽚（天津）有限公司)Address:Room 210, South Tower, Tianda Software Zone, 80 Fourth Avenue, Tianjin Development Area, Tianjin, PRCFax number:(86) 10 8280 0206Attention:Mr. ZHANG(b)If to the Recipient:iWatt Inc.Address:675 Campbell Technology Parkway, Suite 150 Campbell, CA 95008 USAFax number:(1) 408 341 0455Attention:Mr. James V McCanna (Chief Financial Officer)Section 13. SEVERABILITYIf any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any applicable law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereunder is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereunder are consummated as originally contemplated to the greatest extent possible.Section 14. REMEDIES CUMULATIVE.The rights and remedies available under this Agreement or otherwise available shall be cumulative of all other rights and remedies and may be exercised successively.Section 15. COUNTERPART EXECUTIONThis Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.[Remainder of the page intentionally left blank; signatures to follow]IN WITNESS WHEREOF, each of the Parties has caused its duly authorized representative to execute this Agreement as of the date first above written.BY:/s/ ZHANGName: ZHANGPosition: Legal Representativefor and on behalf of International Green Chip Co., Ltd.英特格灵芯⽚（天津）有限公司(with company’s chop)BY:/s/ James V McCannaName: James V McCannaPosition: CFO and Secretaryfor and on behalf of iWatt Inc.for and on behalf of iWatt Inc.SCHEDULE 1List of the Target Products1.LCDTV 8CH + Boost LED BLU Driver; and2.LCDTV TCON Bias PMIC products。
(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。
英文技术转让合同模板
Technology Transfer AgreementThis Technology Transfer Agreement (the "Agreement") is made and entered into as of [Date], by and between [Technology Provider], a[Corporation/LLC/Partnership] organized and existing under the laws of [Country] (the "Technology Provider"), and [Technology Recipient], a [Corporation/LLC/Partnership] organized and existing under the laws of [Country] (the "Technology Recipient").BACKGROUND AND PURPOSE1. The Technology Provider has developed and owns certain proprietary technology (the "Technology"), which includes [description of the Technology, such as patents, trademarks, trade secrets, etc.].2. The Technology Recipient desires to acquire the right to use the Technology for the purpose of [describe the intended use of the Technology, such as manufacturing, developing products, etc.].3. The Technology Provider is willing to transfer the right to use the Technology to the Technology Recipient subject to the terms and conditions set forth herein.NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:1. Technology Transfer1.1 The Technology Provider hereby grants to the Technology Recipient a non-exclusive, worldwide, perpetual, and irrevocable license to use, practice, and exploit the Technology, including all related intellectual property rights, subject to the terms and conditions of this Agreement.1.2 The Technology Recipient shall have the right to use the Technology for the purpose of [describe the intended use of the Technology]. The Technology Recipient shall not have the right to sublicense or transfer the Technology to any third party without the prior written consent of the Technology Provider.1.3 The Technology Provider shall provide the Technology Recipient with all necessary documentation, know-how, and technical support to enable the Technology Recipient to use the Technology effectively and efficiently.2. Payment2.1 In consideration for the rights granted under this Agreement, the Technology Recipient shall pay to the Technology Provider a one-time technology transfer fee in the amount of [insert amount]. The technology transfer fee shall be paid within [insert timeframe] after the effective date of this Agreement.2.2 The Technology Recipient shall also pay to the Technology Provider an annual maintenance fee in the amount of [insert amount] for each year that the Technology is used by the Technology Recipient. The annual maintenance fee shall be paid within [insert timeframe] after the end of each calendar year.3. Representations and Warranties3.1 The Technology Provider represents and warrants that it has theright to grant the rights and licenses provided under this Agreement and that the Technology is free from any liens, encumbrances, or third-party claims.3.2 The Technology Recipient represents and warrants that it will use the Technology in accordance with all applicable laws, regulations, and industry standards.4. Confidentiality4.1 The parties hereto agree to maintain in confidence all confidential information (the "Confidential Information") disclosed by one party to the other, except to the extent that such Confidential Information is or becomes publicly known through no fault of the receiving party.4.2 The obligations of confidentiality under this Agreement shall survive the termination or expiration hereof.5. Indemnification5.1 The Technology Provider shall indemnify and hold harmless the Technology Recipient against any losses, damages, claims, or liabilities arising out of or resulting from any claim that the Technology infringes or violates any third-party intellectual property rights.5.2 The Technology Recipient shall indemnify and hold harmless the Technology Provider against any losses, damages, claims, or liabilities arising out of or resulting from any breach of this Agreement by the Technology Recipient.6. Term and Termination6.1 This Agreement shall commence on the effective date and shall continue in effect for a term of [insert term], unless earlier terminated in accordance with the terms hereof.6.2 either party may terminate this Agreement upon written notice to the other party if the other party breaches any material provision hereof and fails to cure such breach within [insert cure period].6.3 either party may terminate this Agreement upon written notice to the other party if the other party files for bankruptcy, liquidation, or dissolution, or if a receiver or trustee is appointed for the other party.7. Governing Law and Dispute Resolution7.1 This Agreement shall be governed by and construed in accordance with the。
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。
技术转让合同模板英文
技术转让合同模板英文Title: Technology Transfer Agreement TemplateIntroduction:This Technology Transfer Agreement (the "Agreement") is entered into between [Party A], a company incorporated under the laws of [Jurisdiction], with its principal place of business at [Address] (hereinafter referred to as "Transferor"), and [Party B], a company incorporated under the laws of [Jurisdiction], with its principal place of business at [Address] (hereinafter referred to as "Transferee"). Background:WHEREAS, Transferor possesses certain proprietary technology, know-how, and intellectual property rights related to [specific technology] (the "Technology"); WHEREAS, Transferee desires to obtain a license to use, develop, and commercialize the Technology for its business purposes;WHEREAS, Transferor is willing to grant Transferee a license to use the Technology subject to the terms and conditions set forth herein.Agreement:1. Grant of License:1.1 Transferor hereby grants Transferee a non-exclusive, worldwide, royalty-bearing license to use the Technology for the purpose of [specific purpose] as outlined in Exhibit A.1.2 The license granted herein shall include the right to sublicense, subject to the prior written consent of Transferor, which shall not be unreasonably withheld.2. Consideration:2.1 In consideration for the license granted under this Agreement, Transferee shall pay Transferor a one-time upfront fee of [amount] within [number] days from the Effective Date.2.2 Transferee shall also pay Transferor a royalty fee of [percentage] of the net sales derived from the commercialization of products or services utilizing the Technology, as outlined in Exhibit B.3. Confidentiality:3.1 Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of this Agreement.3.2 Transferee shall not disclose any confidential information to any third party without the prior written consent of Transferor.4. Term and Termination:4.1 This Agreement shall commence on the Effective Date and shall remain in effect for a period of [number] years unless terminated earlier as provided herein.4.2 Either party may terminate this Agreement upon written notice to the other party in the event of a material breach that remains uncured for [number] days.4.3 Upon termination, Transferee shall cease all use of the Technology and return any confidential information or materials provided by Transferor.5. Governing Law and Dispute Resolution:5.1 This Agreement shall be governed by and construed in accordance with thelaws of [Jurisdiction].5.2 Any disputes arising out of or in connection with this Agreement shall be resolved through amicable negotiations between the parties. If such negotiations fail, the parties agree to submit the dispute to mediation or binding arbitration as outlined in Exhibit C.Conclusion:This Technology Transfer Agreement sets forth the terms and conditions under which Transferor grants Transferee a license to use the Technology. Both parties acknowledge their understanding and agreement to the terms herein by signing below.[Party A]Signature: _______________________Name: _______________________Title: _______________________Date: _______________________[Party B]Signature: _______________________Name: _______________________Title: _______________________Date: _______________________。
(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;
英文技术转让合同模板
英文技术转让合同模板Technology Transfer Agreement Template。
This Technology Transfer Agreement (the "Agreement") is entered into as of [Date], by and between [Transferor], a company organized and existing under the laws of [Jurisdiction], with its principal place of business at [Address] (the "Transferor"), and [Transferee], a company organized and existing under the laws of [Jurisdiction],with its principal place of business at [Address] (the "Transferee").WHEREAS, the Transferor is the owner of certain technology, know-how, and intellectual property rights related to [Description of Technology] (the "Technology"); and。
WHEREAS, the Transferee desires to obtain a license to use the Technology for the purpose of [Purpose of Transfer]; and。
WHEREAS, the Transferor is willing to grant the Transferee a license to use the Technology subject to the terms and conditions set forth in this Agreement.NOW, THEREFORE, in consideration of the mutualcovenants and agreements contained herein, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto agree as follows:1. Grant of License。
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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。
1．2?? “让于人”是指德国______________公司。
1．3?? “合同”是引进方和让与人签署的如合同所述的协议，它包括所有附件，附录以及其所指的所有有关文件。
1．4?? “合同价格”是指引进方支付给根据合同全部完满完成其合同义务的让于人的金额。
??? 1．5?? “合同产品”是指由合同工厂根据让于人提供的专有技术生产的满足本合同附件二所规定的型号、规格、性能的所有产品。
??? 1．6?? “合同工厂”是指引进方使用让于人提供的技术制造合同产品的地点，即中国北京_______工厂。
?? 1．7?? “技术资料和软件”是指让于人按照合同附件三的规定提供给引进方的所有文件，它包括下列内容：A．? 所有技术指标、图纸、设计、所有技术文件以及有关合同产品的设计、制造、计算、装配、安装、测试、检验、调试、运行、维修和验收的技术文件和软件。
B．? 所有技术指标、图纸、设计、所有技术文件以及有关合同设备的设计、制造、计算、装配、安装、测试、检验、调试、运行、维修和验收的技术文件和软件。
C．? 所有技术指标、图纸、设计、所有技术文件以及有关合同部件的测试、检验、调试、组装和维修的技术文件和软件。
?? 1．8?? “技术服务”是指让于人根据合同附件六和附件七中的规定向引进方提供的技术知道、技术监督、技术培训和其他服务。
?? 1．9?? “中外运”是指中国对外贸易运输总公司，它是引进方指定的在目的港接受技术资料和软件、合同设备及部件的代理：A．?? 中国天津新港：中外运塘沽分公司地址：中国天津塘沽新港路44号电传：23187 TGFTT CN，传真： 022 984757B．? ?中国北京首都机场中外运北京空运公司地址：中国北京亮马桥路安家楼电传：210205 AIRFT CN1．10? “P. R.C”是指中华人民共和国。
1．11? “F.R.G”是指联邦德国。
?? 1．12? “世界银行”是指国际复兴开发银行（IBRD）和国际开发协会。
第二章合同范围2．1? 让于人同意向引进方转让并且，引进方同意从让于人获得设计、制造、装配、安装、测试、检验、调试、运行、维修及管理合同产品的专有技术。
合同产品的名称、型号、规格和技术标准详见合同附件二。
2．2? 让于人同意给予引进方在中华人民共和国境内设计、制造、使用和销售合同产品以及出口合同产品的权利。
这种权利是非独占性的和不可转让的。
?? 2．3? 让于人同意向引进方提供与合同产品有关的技术资料和软件，其具体内容、数量和交付时间详见合同附件五和附件六。
??? 2．4? 让于人同意派遣技术人员到合同工厂进行技术服务，其具体内容和要求详见合同附件九。
??? 2．5? 让于人同意在让于人的工厂和合同工厂对引进方的人员进行技术培训，并保证使引进方技术人员掌握转让的技术培训的内容和要求详见合同附件十。
??? 2．6? 让于人同意根据引进方的要求在本合同有效期之后的十年内以最优惠的价格向引进方提供制造合同产品所需的零部件、原材料及辅助设备。
双方届时将另签合同。
??? 2．7? 让于人同意根据引进方的要求在本合同有效期之后的十年内以最优惠的价格向引进方提供让与人自己生产或改造的制造合同产品所需的设备和软件，并协助引进方得到第三方生产或改进的制造合同产品所需和设备和软件。
??? 2．8? 让与人同意，如果合同产品达到合同附件二所规定的技术和质量要求，引进方有权在合同工厂生产的合同产品上标明“由_______（让与人名称）许可在中国制造”的字样，至于是否在合同产品上标明上述字样，则由引进方自行决定。
????????????? ?????????第三章合同价格?? 3．1? 基于本合同第二章规定的内容和范围，以及让于人按本合同的规定应完成的义务，本合同总价格为_______欧元。
分项价格如下：3．1．1 专有技术费为_______欧元。
专有技术恩项价格为：A．?????? 技术转让费：_______欧元；B．?????? 技术资料费：_______欧元（CIF北京机场）C．?????? 人员培训费：_______欧元；D．?????? 技术服务费：_______欧元。
3．2? 以上合同总价是对于让与人在本合同下应尽的包括按CIF条款将技术资料和软件运达北京机场之全部责任的固定价格。
第四章支付条件?? 4．1? 本合同的所有费用将使用世界银行第_______号贷款以德国马克通过不可撤消的、允许分批交付的、以让与人为收益人的信用证支付??? 4．2? 让与人应在合同生效后三十个工作日内，通过其中国银行总行向让与人推荐并经引进方认可的让与人所在国的一个银行开出不可撤消的信用证，该信用证的金额应等同于合同总价。
该信用证将允许按本合同第4.3条规定的支付条件进行支付。
??? 4．3? 专有技术费用的支付??? 4．3．1? 按本合同第三章规定的合同总价中专有技术费用的10%，即_______马克将在让与人提交下述单据并符合合同规定后支付：A．让与人国家有关当局出具的有效出口许可证的影印件一份；B．? 让与人银行开除的金额为合同总价10%的不可撤消的银行保函的正本一份，副本一份。
该银行保函的格式详见合同附件12；C．? 全额形式发票四份；D．? 向开证行开出的即期汇票两份；E．? 商业发票四份；以上单据不得早于合同生效三十天之内提交。
4．3．2 按本合同第三章规定的合同总价中专有技术费用的25%，即_______马克，将在让与人按合同附件6的规定交付了第一批技术资料/软件，并提交下述符合合同规定的单据后支付：A．?商业发票五份；B．向开证行开除的即期汇票两份；C．?交付第一批技术资料或软件的空运单副本五份；D．?第一批技术资料或软件的装箱单五份；E．引进方出具的证明让与人已交付第一批技术资料和软件的确认函副本两份，。
4．3．4 按本合同第三章规定的合同总价中专有技术费用的15%，即_______马克，将在本合同产品样机验收完成、让与人提交下述单据且符合合同规定后支付：A．商业发票四份；B．向开证行开出的即期汇票两份；C．双方签字的合同产品验收合格证书副本两份。
4．4 引进方有权从履约保函或正在议付的付款中扣除让与人根据合同规定应支付的罚款/或补偿费。
4．5 在中国境内产生的银行费用又让与人承担。
除了因引进方的延误支付而产生的利息之外，议付过程中产生的一切利息费用均由让与人承担。
第五章技术资料和软件的交付5．1 让与人应按本合同附件5.6 中规定的内容、数量和时间将技术资料和软件运至北京机场。
技术资料和软件的风险将在该技术资料和软件运达北京机场之后由让与人转移给引进方。
5．2 北京机场盖章的日期将作为技术资料和软件的实际制服日期。
5．3 在每批技术资料/软件交运后的两个工作日内，让与人应通过电传或传真将合同号、空运单号、提单日期、资料号、邮包号、重量、航班和预计到达时间通知引进方和合同工厂。
与此同时，让与人应向引进方和合同工厂各邮寄两套空运单和技术资料/软件的详细清单。
5．4 如果技术资料/软件在运输过程中发生丢失、损坏或缺少，让与人将在收到引进方的书面通知后45天内免费补发或更改。
5．5 技术资料/软件应包装在坚固的箱子内以适于长途运输，且能防潮、防雨。
5．6 每箱技术资料/包装的外包装上应以不褪色的油漆用英文注明以下内容：A．? 合同号：_______B．? ???收货人：中国技术进出口总公司国际招标公司C．? ???收货人代码：_______D．? 到货机场：北京机场E．? ???麦头标记：_______F．? ????毛/净重量（公斤）：_______G．? 箱号/件号：_______H．? 外形尺寸（长X宽X高）：_______5．7?? 在每箱技术资料/软件中，应备有两份详细的箱单。