技术许可合同英文

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技术许可合同的概念和类型

技术许可合同的概念和类型【中英文版】Title: Concept and Types of Technical Licensing Agreements概念：A technical licensing agreement is a legal contract between two parties that grants the rights to use intellectual property, such as patents, copyrights, or trade secrets, to another party.This agreement is essential in the field of technology transfer, as it allows the owner of the intellectual property to monetize their assets while providing others with the opportunity to utilize their technology.概念：技术许可协议是一项法律合同，涉及两个当事方，它授予另一方使用知识产权，如专利、版权或商业秘密的权利。

在技术转让领域，此类协议至关重要，因为它使知识产权所有者能够货币化其资产，同时为他人提供利用其技术的机会。

Types:There are several types of technical licensing agreements, each serving a different purpose.The most common types include: - Patent Licensing Agreement: This agreement grants the rights to use a patented invention to another party for a fee.The licensor retains ownership of the patent and may grant multiple licenses to different parties.- Software Licensing Agreement: This agreement allows a softwaredeveloper to grant the right to use their software to another party.The software license typically specifies the number of users or devices that can use the software, as well as any restrictions on copying or modifying the software.- Trade Secret Licensing Agreement: This agreement involves the licensing of confidential information that gives a business an advantage over its competitors.The licensee is typically required to keep the information secret and may be restricted from using it in certain ways.- Technology Transfer Agreement: This agreement is used when technology or know-how is transferred from one party to another.The agreement may include payments, milestones, and other terms that outline the rights and obligations of both parties.类型：有几种不同类型的技术许可协议，每种都服务于不同的目的。

技术许可协议书

技术许可协议书（Technology Licensing Agreement，TLA）是一种法律文件，是商业活动中常见的一种协议，可用于许可人向被许可人提供特定技术。

技术许可协议通常是一份详细的合同，其中规定了被许可人可以使用授权技术的方式，被许可人需履行的义务以及适用的法律法规等方面的内容。

本文将对进行介绍和分析。

一、的基本构成一般包括以下主要内容：1. 甲方和乙方的基本信息：要涉及到甲方和乙方的基本信息，包括名称、地址、法定代表人等。

2. 被许可技术的描述：应清楚地定义和描述被许可的技术或产品，包括技术范围、使用方式、保密要求等等。

3. 授权范围：应清楚地定义和描述被许可人可以使用的授权范围，包括使用时间、地点和方式等。

4.授权的时间和条件：应明确规定授权的开始和结束时间以及协议中规定的条件。

5. 保密协议和保密义务：也应包括对机密信息的保护和保密义务的约定，包括保密期限、违约责任等方面的内容。

6. 付款方式：应明确规定授权费用的标准、付款条件和方式等。

7. 知识产权保护：涉及到知识产权方面的问题，应包括知识产权的保护和使用，包括专利、商标、著作权、商业秘密等。

8. 违约责任：应规定双方的违约责任和补救措施。

二、的特点和优势1. 稳定的盈利模式：对于许多公司来说是一种稳定的收入来源。

当一个公司有知识产权或特定技术，并且它的客户群体希望使用该技术时，可以为该公司提供持续的收入流。

2. 共赢的合作方式：利用技术许可协议进行合作，许可双方都可以得到自己的利益，通过技术合作达到双赢的目标。

3. 技术的传播和推广：技术许可协议可以使技术被更广泛地推广和传播，从而使双方都能够受益。

4. 减少融资成本：技术许可协议可以以较小的成本获得新技术和可控制的市场份额，从而降低企业的融资成本。

5. 提高市场竞争力：技术许可协议可以帮助企业提高市场竞争力，明确技术含量和实力优势，从而提升品牌或企业形象。

三、常见的技术许可协议类型1. 专利许可协议：专利许可协议是一种授权公司将其专利授予其他企业或组织使用的协议。

技术许可合同英文

技术许可合同英文专有技术许可合同指在国际技术贸易中，以转让专有技术的使用权为内容的许可合同。

以下是学习啦小编为大家精心准备的：技术许可合同英文，欢迎参考阅读!技术许可合同英文如下：合同号: Contract No:______________签字日期: Date of Signature :______________签字地点: Place of Signature:______________本专有技术许可合同(以下简称合同)是由___________公司(根据_____国法律成立注册的公司，以下简称许可方)为一方与_____公司(根据中华人民共和国法律成立注册的公司，以下简称被许可方)为另一方，双方通过友好协商而签订的。

This Know-how Licensing Contract (hereinafter referred to as Contract) is made and entered into through friendly consultation and negotiation by and between ___________________ , a corporation organized and existing under the laws of___________________(the licensor`s country) as one party (hereinafter referred to as Licensor), and China___________________ Corporation,a corporation organized and existing under the laws of the People`sRepublic of China as the otherparty, hereinafter referred to as Licensee)鉴于许可方长期从事设计、制造、安装、销售____(以下简称合同产品);Whereas Licensor has long been engaged in designing, manufacturing, assembling, inspecting and selling____________(hereinafter referred to as Contract Products);鉴于许可方拥有设计、制造、安装、检验合同产品的有价值且成熟的专有技术;Whereas Licensor possesses valuable and mature Know-how on the design, manufacture, assembly and inspection of Contract Products;鉴于许可方有权并且同意向被许可方授权利用与合同产品相关的专有技术;Whereas Licensor has the right and agrees to grant Licensee a license to exploit Know-how in connection with Contract Products, and鉴于被许可方希望获得许可其利用该专有技术制造、使用和销售合同产品。

技术许可合同范本

技术许可合同范本英文回答：Technology License Agreement TemplateHey there! When it es to a technology license agreement template, it's a crucial document that governs the transfer and use of technology rights between two parties. Let me walk you through a basic template and expln some key points.First off, the preamble. This part sets the stage identifying the parties involved the licensor (the one granting the license) and the licensee (the one receiving the license). For example, let's say Company A is the licensor and Company B is the licensee.Then, we have the definitions section. Here, important terms and phrases used throughout the agreement are clearly defined to avoid any confusion. Like, what exactly is meant "proprietary technology," "licensed territory," or "royalty."The scope of the license is a super important part. It spells out exactly what technology is being licensed, for what purposes, and in what geographical area. Say, Company A is licensing its software for use in the United States only for internal business operations Company B.The royalty provisions e next. This detls how the licensee will pensate the licensor for the use of the technology. It could be a fixed amount per unit sold, a percentage of revenue, or a bination of both. For instance, Company B might have to pay Company A 5% of the revenue generated from using the licensed software.The term and termination section is also critical. It specifies how long the license lasts and under what circumstances it can be terminated. Maybe the license is for a period of five years, but can be terminated if the licensee breaches the agreement.Confidentiality and non-disclosure provisions are essential to protect the licensor's trade secrets and proprietary information. The licensee is typicallyobligated not to disclose any sensitive information they e across during the license period.Warranties and representations both parties are included to assure each other of certn facts and conditions. For example, the licensor might warrant that the technology is free of third-party clms and that they have the right to license it.Indemnification clauses protect each party from potential liabilities arising from the use of the licensed technology.Finally, there are usually dispute resolution provisions outlining how any disputes between the parties will be resolved, whether through arbitration or litigation.In conclusion, a well-drafted technology license agreement template covers all these aspects and more to ensure a smooth and legally sound transfer of technology rights.中文回答：技术许可合同范本嘿，朋友！说起技术许可合同范本，这可是一份在双方之间管理技术权利转让和使用的关键文件。

专有技术许可使用合同(中英对照)

专有技术许可使用合同Proprietary Technology License Contract甲方：Party A:乙方Party B:一、合同范围Contract scope1. 甲方负责向乙方提供其服务所需的专有技术和技术资料，派遣技术人员来华或通过网络讲解技术资料，并对相关工艺、技术进行指导。

Party A is responsible for providing Party B with the know-how and technical materials required for its services, dispatching technical personnel to China or explaining technical materials through the Internet, and providing guidance on related processes and technologies.2. 如乙方需到甲方进行技术培训，甲方应为其提供出入境签证和在德工作和生活条件，负责安排乙方人员在其工厂的技术培训，使乙方人员掌握上述专有技术。

If Party B needs to go to Party A for technical training, Party A shall provide entry-exit visa and working and living conditions in Germany, and be responsible for arranging technical training for Party B's personnel in its factory, so that Party B's personnel can master the above-mentioned know-how.3. 如需甲方派遣技术人员到乙方工厂提供现场技术服务，乙方应为其提供出入境签证和在华工作和生活条件。

技术许可合同中英文版

技术许可合同200[ ]年[ ]月[ ]日[合同名称]由（许可人名称）许可人- 与-（被许可人名称）被许可人签订目录1. 定义和解释2. 授予许可3. 许可费4. 记录和支付5. 软件和固件6. 技术资料和工具的交付7. 技术支持和培训8. 部件采购；分包9. 质量保证10. 技术改进11. 被许可产品的销售与营销12. 商标13. 不竞争14. 商业行为政策15. 知识产权侵权赔偿16. 陈述和担保17. 合同登记、其他批准18. 合同期限19. 合同终止20. 保密义务21. 违约22. 不可抗力23. 争议解决24. 其他规定附录一－定义1. 注意事项2. 说明[产品名称]技术许可合同本合同（“本合同”）于200[ ]年[ ]月[ ]日由以下双方在中国[省市]签订：[许可人名称]，一家根据[许可人公司组建地]法律组建并存续的[许可人组织形式]，[注册地址][ ],[主要营业地点][ ]（以下简称“许可人”）。

与[被许可人名称]，一家根据中国法律组建并存续的[被许可人组织形式]，[注册地址][ ],[主要营业地点][ ]（以下简称“被许可人”）。

许可人和被许可人以下单独称为“一方”，合称为“双方”。

前言A. 许可人是一家全球大型[许可人产品]制造商。

B. 被许可人是中国一家[被许可人现有产品]制造商。

C. 被许可人希望从许可人获得许可证，而许可人愿意授予被许可人许可证，许可其制造[描述将被许可的许可人产品]（详见附件[ ● ]，以下简称“产品”）。

D. 许可人同意按照有关部门法律和本合同条款的规定，向被许可人授予制造许可产品的许可证。

双方本着平等互利的原则，经友好协商，依照相关法律，同意按照本合同的条款，签署许可合同。

双方特此协议如下：1. 定义和解释除非本合同另有约定或者上下文另有所指，本合同的解释规则及本合同中使用的术语的含义见附录一。

2. 授予许可2.1 许可的授予许可人特此授予被许可人由其本人实施、[不可让与或转让给他人]、不可分割的权利：(a) 于中国[省][市]在被许可人经批准的设施内，使用许可人的技术资料、专利权和相关工具制造被许可产品的[非独占][独占]权利；(b) [[向被许可人的独占客户][并且][在被许可人的独占区域内]销售被许可产品的独占权利，以及在遵守[产品供货协议][和][经销协议]规定的前提下，在被许可人非独占区域内销售被许可产品的非独占权利]。

国际技术许可合同模板

国际技术许可合同模板This International Technology License Agreement ("Agreement") is entered into on [Date] by and between [Licensor], a company organized and existing under the laws of [Country], with its principal place of business at [Address] ("Licensor"), and [Licensee], a company organized and existing under the laws of [Country], with its principal place of business at [Address] ("Licensee").WHEREAS, Licensor owns certain technology, patents, know-how, and other intellectual property rights related to [Description of Technology];WHEREAS, Licensee desires to obtain a license from Licensor to use the technology for commercial purposes in [Territory], subject to the terms and conditions of this Agreement;NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:1. Grant of LicenseLicensor hereby grants to Licensee a non-exclusive, worldwide, royalty-bearing license to use the technology for [Purpose] in the Territory, for the Term of this Agreement.2. License FeeIn consideration of the rights granted hereunder, Licensee shall pay Licensor a license fee of [Amount] payable in [Currency] within [Number] days of the execution of this Agreement. The license fee shall be non-refundable.3. Scope of LicenseLicensee shall have the right to use the technology solely for the Purpose, and shall not sublicense, transfer, or assign the rights granted under this Agreement without the prior written consent of Licensor.4. TermThis Agreement shall commence on the effective date and shall continue for a period of [Number] years, unless earlier terminated in accordance with the terms of this Agreement.5. Intellectual Property RightsLicensor retains all rights, title, and interest in and to the technology, patents, know-how, and other intellectual property rights related to the technology. Licensee shall not use Licensor's trademarks, trade names, or logos without the prior written consent of Licensor.6. ConfidentialityEach party agrees to keep confidential and not disclose to any third party any confidential information of the other party, including but not limited to technical information, business plans, financial information, and any other information designated as confidential by the disclosing party.7. IndemnificationLicensee agrees to indemnify, defend, and hold harmless Licensor from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to Licensee's use of the technology.8. TerminationEither party may terminate this Agreement by giving [Number] days' written notice to the other party in the event of a material breach of this Agreement that is not cured within [Number] days of notice.9. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of [Country]. Any dispute arising out of or relating to this Agreement shall be resolved through arbitration in [City], in accordance with the rules of the [Arbitration Institution].10. Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and understandings, whether written or oral.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.[Licensor]By: ________________________Name: ______________________Title: _______________________[Licensee]By: ________________________Name: ______________________Title: _______________________This International Technology License Agreement is hereby executed by the parties as of the date first above written.Licensor: _______________________________Licensee: _______________________________。

技术开发与许可合同中英文版

技术开发与许可合同本合同中文版由以下各方于二O O三年月日在中国北京订立：1）ABCD，该公司依据中华人民共和国法律组建和存在，其注册办公地点为中华人民共和国北京（以下简称"ABCD"或"业主"）；2）Westlake Microsystems, a Connecticut corporation having its principal place of business at 1063 Mosser Road, Suite R-201, Breingville, Pennsylvania 18031 (以下简称"WLM公司"或"承包商")。

鉴于：a）ABCD计划研制一种xxxxxxxxxxb）ABCD意欲聘请WLM公司利用其研发技术和团队完成该板卡的研制工作；c）WLM公司按照本合同规定的条款接受此项聘请。

有鉴于此，各方协议如下：名词定义"竞争对手"是指任何拥有同类产品或将有同类产品或将在同行业发展的个人或团体。

"文档"指附件三确定的所有文件。

"可交付成果" 指附件三确定的应由供应商交付给业主的所有数据、信息、文档、实物。

"开工日"指业主的第一笔100，000美元到达承包商指定的帐户之日。

" 项目进度计划"指附件二确定的时间、数据、信息。

"合同价格"指本合同第17条所定义的固定价格总额美元260，000元。

"验收测试" 指根据附件4功能测试要求、附件5性能测试要求进行测试和验收。

"保密期"指附件6xxxxx项目保密协议所定义的保密起止日期。

"技术保证期" 指本合同16条所定义的技术保证期间。

"法定管理当局"对任何国家而言，指对所议事项拥有管辖权的这个国家以及任何政府部门、政治分支机构、机关、法团、委员会或团体，并且包括任何公用事业单位。

国际技术许可合同的概念和特点

国际技术许可合同的概念和特点International technology license agreement is a contract between a licensor and a licensee from different countries, allowing the licensee to use the licensor's technology in exchange for payment of fees or royalties. The concept of such agreements is to facilitate the transfer of technology across borders and enable companies to access new markets and resources. 国际技术许可合同是来自不同国家的许可人和被许可人之间的合同，允许被许可人在支付费用或版税的情况下使用许可人的技术。

这种协议的概念是促进跨国边界技术的转移，使公司能够进入新的市场和资源。

One of the key characteristics of international technology license agreements is the protection of intellectual property rights. Without a proper agreement in place, the licensor risks losing control over their technology and may not receive proper compensation for its use. By outlining the terms of use, payment structure, and confidentiality provisions, the agreement ensures that both parties understand their rights and obligations. 国际技术许可协议的一个关键特征是保护知识产权。

License Contract技术转让许可合同

License Contract of the Transfer of TechnologyDate of signing: April ____, 2004Place 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 to as the "Licensor") on the other hand.Whereas the Licensor has the technical knowhow 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 abovementioned technical knowhow to the Licensee for the manufacture of Railway ____ product;Whereas the Licensee agrees to introduce the Licensor's technical knowhow 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 appendix 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 products with the models and specifications and performances which are manufactured by the Contract Factory as defined below, in accordance with 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 manufactures the Contract Products by using the Technology supplied by the Licensor, That is ____ 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 ___ 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, management, 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 Patrs.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 ____ and Annex ____ to the contract.1.9"SINOT RANS' means China National Foreign Trade Transportation Corporation, which is the pointed 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, 300450,China Telex:23187 TGFTT CN, FAX: 022 984757B. Beijing Airport:SINOTRANS, Beijing Air Freight Co.Anjialou Liangmaqiao Road, Beijing, 100621, ChinaTelex: 210205 AIRFT CN1.10"PRC" means the people's Republic of China.1.11"PRC" 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.ARTICLE2 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 Knowhow for the design, manufacture, assembly, installation, test, inspection, adjustment, operation and maintenance and management of the Contract Products. The name, model, specifications of the Contract Products are detailed in Annex ____ to the Contract.2.2 The Licensor has agreed to grant the Licensee the license and right to design, manufacture, use, sell in the PRC the Contract Products and export the Contract Products. The license and right are nonexclusive 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 ____ and Annex ___ 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 ____ 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 knowhow transferred to the Licensee. The specific contents and requirements of technical training are detailed in Annex _____ 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 pricewith 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 Products, and to assist the Licensee in obtaining the equipment and 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 ______ 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 obligations under the Contract, shall be ____USD, (SAY: ______ US DOLLARS ONLY) details as follows:3.1.1 Price for Technical Knowhow: _____ USD, (SAY: ______ US DOLLARS ONLY).The breakdown prices of the technical knowhow are as follows:A. Technology transfer fee is :B. Technical documentation and software fee (CIP Beijing Port) is _____ USD, (SAY: ______ US DOLLARS ONLY).C. Personnel training fee is _______ USD, (SAY: ______ US DOLLARS ONLY).D. Technical service fee is _______ USD, (SAY: ______ US DOLLARS 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 CIP Beijing Airport, China.ARTLCLE 4 TERMS OF PAYMENT4.1 All the payment stipulated in the Contract shall be effected in US DOLLAR through an irrevocable letter of credit partial shipment allowed under the I. B. R. D. Loan No.___ for the price for the Technical Knowhow, obtained from the World Bank opened in favors 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 an 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 Knowhow4.3.1 10% (ten percent) of the total price for the technical know-how under Article 3, namely USD, (SAY: ______ US DOLLARS 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 theLicensors or Licensor's subcontractor's country, or one copy of the letter issued by the relevant authority of the Licensor's country stating 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 for the technical knowhow in favor of the Licensee. The specimen of the little of guarantee is de tailed in Annex ________ to the contract.C. Four copies of the preformed invoice covering the total price for the technical knowhowD. Two copies of the sight draft to be drawn of 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 ____to the Contract 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 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 Technical Documentation and/or Software as stipulated in Annex ______ and Annex _______4.3.3 50% (fifty percent) of the total price for the technical knowhow 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 airway bill 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% (fifteen percent) of the total price for the technical knowhow under Article 3 , namely ______ DEM (SAY : ______ DEUTSCH MARK ONLY) shall be paid after against presentation of the following documents provided they are in conformity with the stipulations of the Con tract: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 Con tract Products Signed by the both Parties.4.4 The Licensee 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 bay 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 inter est. charges in case they occur in the negotiation of the bay mint, unless these interest charges have been occurred by reasons of default by the Licensee.ARTICLE 5 DELIVERY OF THE TECHNICAL DOCUMENTATION AND SOFTW ARE 5.1 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 Soft ware.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, airway bill number, airway bill date, documentation 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' 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 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×W×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 isallowed. Transshipment is not al lowed.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 an 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 Licensor shall provide assistance for entry any exit visa, work and 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 relevant factories of the Licensor for technical training. The number of personnel, 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 detailed 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 ort 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 friendly consultationand discussion and jointly analyses 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 expense 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 including the expenses for the materials used 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 stipulations in Clause 8.7 shall be applied. If the responsibility for the failure of the abovementioned three acceptance tests 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 ate actually used 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 abovementioned total penalties shall notexceed 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 exceeds 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 responsibility that any technical performance of the Contract Products specified in Annex ______ to the Contract is not achieved, and the Licensee can not 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.ARTILCE 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 secret all technical know how, technical documentation and all the information of production of the Contract Factory regarding the business of the other party, being either technical of 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 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 Licensor to design, manufacture and sell the Contract Products after the termination 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 the People's Republic of China and 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 thee 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 the (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.。

技术许可协议英文

技术许可协议英文篇一：专利技术许可证合同 (中英文)专利技术许可证合同（中英文）LICENCE CONTRACT FOR PATENT AND TECHNOLOGY签约时间：Signing Date: _____________签约地点：Signing Place:____________合同编号：Contract No.:_____________中国________（以下简称“接受方”）为一方，_______国________公司（以下简称“许可方”）为另一方：China _________(hereinafter referred to as“icensee” on the one hand and________Company _______City,_________Country(hereinafter referred toas“Licensor”) on the other hand; Whereas the patent right of ________________is owned by Licensor;鉴于许可方是______________技术的专利持有者;Whereas Licensor has the right and agreed to grant Licensee the rights to use, manufacture and sell the Contract Products of the Patented Technology;鉴于许可方有权，并且也同意将__________专利技术的使用权、制造权和产品的销售权授权接受方；鉴于接受方希望利用许可方的专利技术制造和销售产品；双方授权代表通过友好协商，同意就以下条款签订本合同。

Whereas Licensee hope to use the Patented Technology of Licensor to manufacture and sell the Contract Products;Both parties's authorized representatives, through friendly negotiation, have agreed to enterinto this Contract under the terms as stipulated below.第一条定义 Section 1 Definitions1.1 “专利技术”是指本合同附件一中所列的技术，该技术已于_____年_____ 月____日经中国专利局批准，获得了专利权，其专利编号为___________。

技术许可合同中英文

技术许可合同中英文Technical License Agreement技术许可合同1. Introduction引言This Technical License Agreement (“Agreement”) is made and entered into as of [Date] (the "Effective Date"), by and between [Licensor name], with its principal place of business at [Licensor address] (the "Licensor"), and [Licensee name], with its principal place of business at [Licensee address] (the "Licensee").本技术许可合同（“协议”）于[日期]（“生效日期”）由以下双方共同缔结：许可方[Licensor name]，注册地址为[Licensor address]（“许可方”）以及被许可方[Licensee name]，注册地址为[Licensee address]（“被许可方”）。

2. Definitions定义a) "Licensed Technology" refers to the proprietary technology and associated intellectual property rights owned by the Licensor and described in Exhibit A attached hereto.a) “授权技术”指许可方拥有并在附录A中所描述的专有技术和相关知识产权。

b) "Licensed Territory" shall mean [specify territory or geographic limitations].b) “授权地域”指[具体地域或地理限制]。

技术许可合同英文如下简易版

It Is Necessary To Clarify The Rights And Obligations Of The Parties, To Restrict Parties, And To Supervise Both Parties To Keep Their Promises And To Restrain The Act Of Reckless Repentance.编订：XXXXXXXX20XX年XX月XX日技术许可合同英文如下简易版技术许可合同英文如下简易版温馨提示：本协议文件应用在明确协议各方的权利与义务、并具有约束力和可作为凭证，且对当事人双方或者多方都有约制性，能实现监督双方信守诺言、约束轻率反悔的行为。

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合同号: Contract No:____签字日期: Date of Signature :____签字地点: Place of Signature:____本专有技术许可合同(以下简称合同)是由_____公司(根据_____国法律成立注册的公司，以下简称许可方)为一方与_____公司(根据中华人民共和国法律成立注册的公司，以下简称被许可方)为另一方，双方通过友好协商而签订的。

This Know-how Licensing Contract(hereinafter referred to as Contract) ismade and entered into through friendlyconsultation and negotiation by and between _____ , a corporation organized and existing under the laws of_____(the licensor`s country) as one party (hereinafter referred to as Licensor), and China_____ Corporation,a corporation organized and existing under the laws of the People`sRepublic of China as the other party, hereinafter referred to as Licensee)鉴于许可方长期从事设计、制造、安装、销售____(以下简称合同产品);Whereas Licensor has long been engaged in designing, manufacturing, assembling, inspecting andselling____(hereinafter referred to as Contract Products);鉴于许可方拥有设计、制造、安装、检验合同产品的有价值且成熟的专有技术;Whereas Licensor possesses valuable and mature Know-how on the design, manufacture, assembly and inspection of Contract Products;鉴于许可方有权并且同意向被许可方授权利用与合同产品相关的专有技术;Whereas Licensor has the right and agrees to grant Licensee a license to exploit Know-how in connection with Contract Products, and鉴于被许可方希望获得许可其利用该专有技术制造、使用和销售合同产品。

技术许可合同书

技术许可合同书英文回答：Technology Licensing Agreement。

A technology licensing agreement is a contract between two parties that allows one party (the licensor) to use the other party's (the licensee) technology. The agreement typically includes the following terms:The scope of the license, which defines the specific technology that the licensee is allowed to use.The duration of the license, which specifies the period of time during which the licensee is allowed to use the technology.The royalty payments that the licensee must make to the licensor, which compensate the licensor for the use of its technology.The exclusivity of the license, which determines whether the licensor can license the technology to other parties.The termination of the license, which specifies the conditions under which the license can be terminated.Technology licensing agreements can be a valuable tool for businesses that want to access new technologies without having to invest in developing them themselves. However, it is important to carefully negotiate the terms of the agreement to ensure that both parties are protected.中文回答：技术许可合同。

技术许可合同的概念和类型

技术许可合同的概念和类型英文回答：Description and Types of Technology Licensing Agreements.Technology licensing agreements are contracts that allow one party (the licensor) to grant another party (the licensee) the right to use, produce, or distribute the licensor's technology in exchange for compensation. These agreements can cover a wide range of technologies, including patents, trademarks, copyrights, and know-how.Exclusive Licensing Agreements.In an exclusive licensing agreement, the licensor grants the licensee the sole right to use, produce, or distribute the technology within a specified territory and for a certain period. This type of agreement gives the licensee exclusivity in the market and protects thelicensor's intellectual property from unauthorized use by other parties.Non-Exclusive Licensing Agreements.In a non-exclusive licensing agreement, the licensor retains the right to license the technology to multiple licensees. This type of agreement allows the licensor to generate revenue from multiple sources and promotes broader distribution of the technology.Sole Licensing Agreements.A sole licensing agreement grants the licensee the exclusive right to use, produce, or distribute the technology within a specified territory for a certain period, but the licensor retains the right to exploit the technology outside of that territory or through different channels. This type of agreement provides the licensee with substantial exclusivity while allowing the licensor to pursue other opportunities.Field-of-Use Licensing Agreements.A field-of-use licensing agreement restricts the licensee's use of the technology to a specific field or industry. This type of agreement protects the licensor's interests in other fields where the technology could be applied.Cross-Licensing Agreements.Cross-licensing agreements involve the exchange of licensing rights between two parties. This type of agreement is often used when both parties possess complementary technologies that can benefit from joint exploitation.中文回答：技术许可合同的概念和类型。

技术许可合同

技术许可合同1. 引言技术许可合同（Technology License Agreement）是指双方当事人就一方提供的技术许可给予对方使用、出售或其他相关权益的一种合同。

本文档旨在详细介绍技术许可合同的基本要素和常见条款。

2. 合同要素一份技术许可合同通常包含以下要素：•合同标题：明确合同的性质和类型。

•缔约方：详细列出合同各方当事人的名称、注册地址等信息。

•背景：简要描述许可合同的目的和背景。

•定义：对于合同中会涉及到的特定术语进行定义，以确保双方对条款的理解一致。

•项目说明：具体说明许可的技术项目，包括技术的描述、规格、用途等信息。

•权益授予：明确许可方授予被许可方的权益范围，例如使用、销售、转让等。

•权益限制：对于授权的使用有限制的情况下，列出具体的限制条件。

•保密义务：明确双方对所涉及技术信息的保密义务，防止未授权披露。

•费用和支付方式：详细说明任何相关费用的计算方式和支付的时间表。

•知识产权：涉及到的知识产权的归属和保护等事宜。

•违约责任：对违约行为的责任和相应的赔偿进行规定。

•争议解决：列出解决合同纠纷的方式，如仲裁或法院诉讼。

•附加条款：根据具体情况列出适用的其他条款。

3. 常见条款3.1 权益授予本条款明确了技术许可方授予被许可方的权益范围。

通常包括使用权、销售权和转让权等。

技术许可方可以根据具体情况对权益授予进行限制，例如地理区域限制或时间限制。

3.2 保密义务技术许可合同中的保密义务是确保双方对涉及的技术信息保密的重要要素。

双方应明确约定哪些信息属于保密信息，以及对保密信息的处理方式和保密责任。

3.3 费用和支付方式本条款涉及到许可方向被许可方收取的费用。

双方应明确约定任何相关费用的计算方式和支付的时间表，并规定逾期未支付费用的后果。

3.4 知识产权知识产权在技术许可合同中起到重要的作用。

双方应明确约定许可方对于许可的技术是否拥有完整的知识产权，并如何保护双方的利益。

3.5 违约责任本条款规定了双方在违约情况下的责任和赔偿方式。

技术许可合同的概念和类型

技术许可合同的概念和类型Technology licensing contracts are legal agreements that allow a company to grant another entity the right to use its technology in exchange for compensation. Such contracts are essential in today's business world as they enable companies to share their innovations with others while protecting their intellectual property rights. 技术许可合同是一种法律协议，允许一家公司授予另一家实体使用其技术的权利，以换取报酬。

这种合同在当今的商业世界中至关重要，因为它们使公司能够与其他公司分享他们的创新，同时保护其知识产权。

There are several types of technology licensing contracts, including exclusive licenses, non-exclusive licenses, sublicenses, and cross-licenses. Exclusive licenses grant one party the sole right to use the technology, while non-exclusive licenses allow multiple parties to use the technology simultaneously. Sublicenses are agreements between the licensee and a third party to allow the third party to use the licensed technology, while cross-licenses involve two parties granting each other the right to use their respective technologies. 不同类型的技术许可合同包括独家许可、非独家许可、次级许可和互惠许可。

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技术许可合同英文技术许可合同英文如下：合同号: Contract No:______________ 签字日期: Date of Signature :______________ 签字地点: Place of Signature:______________ 本专有技术许可合同(以下简称合同)是由___________公司(根据_____国法律成立注册的公司，以下简称许可方)为一方与_____公司(根据中华人民共和国法律成立注册的公司，以下简称被许可方)为另一方，双方通过友好协商而签订的。

This Know-how Licensing Contract (hereinafter referred to as Contract) is made and entered into through friendly consultation and negotiation by and between ___________________ , a corporation organized and existing under the laws of___________________(the licensor`s country) as one party (hereinafter referred to as Licensor), and China___________________ Corporation,a corporation organized and existing under the laws of the People`sRepublic of China as the other party, hereinafter referred to as Licensee) 鉴于许可方长期从事设计、制造、安装、销售____(以下简称合同产品); Whereas Licensor has long been engaged in designing, manufacturing, assembling, inspecting and selling____________(hereinafter referred to as Contract Products); 鉴于许可方拥有设计、制造、安装、检验合同产品的有价值且成熟的专有技术; Whereas Licensor possesses valuable and mature Know-howon the design, manufacture, assembly and inspection of Contract Products; 鉴于许可方有权并且同意向被许可方授权利用与合同产品相关的专有技术; Whereas Licensor has the right and agrees to grant Licensee a license to exploit Know-how in connection with Contract Products, and 鉴于被许可方希望获得许可其利用该专有技术制造、使用和销售合同产品。

Whereas Licensee desires to obtain a license for exploiting Know-how to manufacture, use and sell Contract Products; 许可方与被许可方同意就以下条款签订本合同。

Now and therefore, Licensor and Licensee agree to enter into the Contract under the following terms and conditions: 第一章定义Chapter 1 Definition 除另有明确的规定外，下列术语具有所指明的含义：The following expressions have the meanings set forthbelow, unless the context otherwise requires:1.1 验收标准是指合同产品在验收测试中符合的标准，详见附件一。

1.1 Acceptance Standard refers to the standards that Contract Products shall meet in the acceptance test , delails of which are specified in Appendix1.1.2 商业性生产是指工作现场生产__________(数量)合格产品后的正常运行和生产。

1.2 Contract Products shall meet in the acceptance test, details of which are specified in Appendix1.1.3 合同产品是指与用专有技术和技术资料设计、制造、安装或检验的各类产品，详见附件。

1.3Contract Products refers to all types of the products designed, manufactured, assembled, or inspected with Know-how and Technical Documentation, details of which are specified in Appendix1.1.4 合同生效日期是指本合同的双方政府有关当局中的最后一方批准合同的日期。

1.4 Date of Effectiveness refers to the date when Contract is approved by the petent authorities of the respective parties countries, whichever es later.1.5 目的地机场是指中华人民共和国的__________机场。

1.5 Destination Airport refers to _________ Airport, P.R.C.1.6 改进是指在合同有效期内由合同的任何一方以新设计、规则、处方、成分、数值、参数、计算或任何其它指标的形式对本专有技术进行的新发明和/或修改。

1.6 Improvement refers to new findings and/or modifications made in the validity period of the Contract by either party inKnow-how in the form of new designs, formulas, recipes, ingredients, indices, parameters, calculations, or any other indicators.1.7 工作现场是指被许可方以使用许可方提供的专有技术和技术资料制造合同产品的场所，即中华人民共和国_________省、_______ 市、_________工厂。

1.7 Job Site refers to __________ Factory, _________City, ________ Province, PRC, where Licensee manufactures Contract Products with Know-how and Technical Documentation.1.8 专有技术是指本合同生效前尚不为公众或被许可方所知晓、由许可方开发、所有或合法取得、占有并由许可方披露给被许可方的关于设计、制造、安装、合同产品的检验等方面的任何有价值的技术知识、资料、数值、图纸、设计和其它技术信息，许可方已采取了适当措施使专有技术处于保密状态，专有技术的具体描述规定在附件二中。

1.8 Know-how refers to any valuable technical knowledge, data, indices, drawings, designs and other technical information, concerning the design, manufacture, assembly, inspection of Contract Products, developed and owned or legally acquired and possessed by Licensor and disclosed to Licensee by Licensor, which is unknown to either public or Licensee before the Date of Effectiveness of the Contract, and for which due protection measures have been taken by Licensor for keeping Know-how in secrecy. The specific description of Know-how isset forth in Appendix 2.1.9 许可方的银行是指_______________________。

1.9 Licensee`s Bank refers to1.10 被许可方的银行是指____________________。

1.10 Licensee`s Bank refers to1.11 净销售价是指被许可方对合同产品的销售或以正常的、善意的商业交易中的其它处理方法的发票价格扣除销售折扣、回扣、退货、佣金、间接税、保险费、运费、包装费、进口合同产品的原材料、半成品、零配件关税等方面的费用以及与销售合同产品直接有关的支出。

(付款为入门费加提成)1.11 Net Selling Price refers to the gross invoice price of Contract Products sold of otherwise disposed of by Licensee in normal, bona fide, mercial transactions without any deduction other than such expenses and charges as sales discounts, rebates, returns, missions, indirect taxes, insurance premiums, freights, packing expenses, transportation charges, duties on the imported raw materials, intermediate goods, parts, ponents for the manufacture of Contract Products and other expenditures directly relating to the sale of Contract Products.[In case of payment on initial fee plus royalty basis].1.12 提成期是指自商业性生产开始至本合同到期或终止的期间，提成期内，被许可方应向许可方支付提成费。