技术贸易合同

WITNESSETH

WHEREAS,LICENSOR is engaged in the business of manufacture and selling bearings and their parts and accessories and lawfully owns certain industrial property(including patent right, copyright and know-how)and development, design and manufacture CONTRACT PRODUCTS;

WHEREAS,LICENSEE is desirous of obtaining a certain r ight from LICENSOR with respect to manufacture and sell CONTRACT PRODUCT(as defined in Article 1 hereof in TERRIRORY),and LICENSOR is willing to grant LICENSEE such certain right under the terms and conditions of this AGREEMENT;

NOW, THEREFORE in consideration of the premises,covenants undertakings herein contained ,the parties hereto agree as Follows:

Section ⅡGRANT

Article 2 GRANT

1.LICENSOR grants LICENSEE the exclusive right ,with the right to subcontract but without the right to sublicense, to manufacture and sell CONTRACT PRODUCTS in TERRITORY, by using technical information and data, provided by LICENSOR under this AGREEMENT including the industrial properties(including patent right,copyright and know-how) which LICENSOR has a right to(grant), under the terms and conditions provided for herein.

2.LICENSEE shall ,under the terms and conditions provided for herein, engage

in manufacture and sell of CONTRACT PRODUCTS on its own account. LICENSEE is in no way a legal agent or representative of LICENSOR for any purpose whatsoever and shall be granted no right or authority, either expressly or impliedly to assume any obligation in the name of or on behalf of LICENSOR or to accept service of processing or other legal document on behalf of LICENSOR.

Section III ROYLATY AND PAYMENT

Article 5 ROYALTY

1.In consideration of the right granted by LICENSOR under this AGREEMENT,LICENSEE shall pay LICENSOR the royalty,which shall be the net amount after deduction of all the taxes and duties,if levied in TERRITORY.

2.The net amount of the royalty per each unit of CONTACT PRODUCT payable by LICENSEE shall be as follows depending on the Deletion Ratio, as defined below:

Deletion Ratio Royalty per unit(in U.S. Dollar)

10% or less USD. 1,000.-

more than 10% up to 25% USD. 1,050.-

more than 25% up to 65% USD. 1,100.-

If the Deletion ratio becomes more than 65%,the royalty amount shall be re-negotiated between the parties hereto.

The Deletion Ratio shall be calculated as follows:

Deletion Ratio = [(A-B)/A]*100%

Where:

A=Figure of denominator is "1" when supply ratio of Cangol parts is 100%.("No Deletion")

B=Sum of percentage of each supplied part included in Cangol parts,shown in the Percentage Chart which is established by LICENSOR.Such a percentage of each supplied part represents a percentage of each supplied part's costs in the total costs of 100% CANGOL PARTs needed to manufacture one unit of CONTRACT PRODUCTs.("No Delet ion")

3.If any tax and duty are levied on the royalty in TERRITORY,LICENSEE shall pay them on behalf of LICENSOR and shall furnish,at the time of remittance of the royalty,LICENSOR with a certificate of such tax and duty payments,together with a detail statement with items,the respective amounts,the basis of calculation,etc.of such tax and duty entered.Further provided that any expense arising in connection with the remittance of the royalty shall be borne by LICENSEE.

4.In case the rate of taxes and duties in TERRITORY applicable to the royalty,in force at the time when this AGREEMENT is concluded,should be changed,LICENSEE shall immediately furnish LICENSOR with detailed information of such change.

国际技术转让的付费方式

2004-10-08 16:01

一、国际技术转让的方式基本上有三种：

(一)一次总算。即一次列明全部技术费用，并根据技术资料交付、产品考核进度等分期支