国际技术转让合同范本中英文版

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国际技术转让合同范本中英文版
甲方：___________________
乙方：___________________
日期：___________________
International Tendering Company of China National Technical Import and Export Corporation , Beijing PRC(hereinafter referred to as the
“Licensee ”)on the one hand, and Company Germany (hereinafter
referred to as the " Licensor ”)on the other hand ,
Whereasthe Licensor has the technical know- how for design , manufacture ,
assembly ， installation ， test ， inspection ， adjustment ， operation ，
maintenance , management and sale of Railway as required by
Licensee;
Whereas the Licensor has the right and agrees to transfer the above
- mentioned technical know — how to the Licensee for the manufacture of
Railway product; Whereas the 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
negotiations , have agreed to enter into the Contract Railway product;
Whereas the Licensee agrees to introduce the Licensor 's technical
know-howfor design , manufacture , maintenance ,
sale and export of the Railway product; Whereas the Licensee agrees to introduce the Licensor 's technical know-howfor design , manufacture , maintenance ,
sale and export of the
,through friendly
under the terms and conditions as stipulated below;
ARTICLE 1 DEFINITIONS
1.1 “The Licensee ” means International Tendering Companyof China National Technical Import and Export Corporation , Beijing , P.R.C.
1.2 “The Licensor” means Company Germany.
1.3 “The Contract ” means the agreement entered between the Licensee and the Licensor , as recorded in the Contract signed by both parties including all annexes , attachments and appendices thereto and all documents incorporated by reference therein.
1.4 “The contract Price ” means the price payable to the Licensor by the Licensee under the Contract for the full and proper 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 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 Beijing factory.
1.7 “The Technical Documentation and Software " means all the documents to be supplied to the Licensee by the Licensor as stipulated in Annex III of the Contract , It consists of the followings:
A. All the technical indices , drawings , design , technical documents and software
relating to the design , manufacture , calculation , assembly, installation , test , managements inspection , adjustment , operation , maintenance , acceptance test and sale of the Contract Products;
B. All the technical indices , drawings , design , technical documents and software relating to the inspection , installation. Commissioning , testing , acceptance , operation and maintenance of the Contract Equipment;
C. All the technical indices , drawings , technical documents and
software relating to the inspection , testing , adjustment , assembly and maintenance of the SKD/CKD Parts.
1.8 “The Technical Service ” means the technical assistance , supervision , instruction , training and other services under the contract to be rendered by the Licensor to the Licensee as stipulated in Annex VI _ and Annex VII to the Contract. 1.9 “SINOTRANS means China National Foreign Trade Transportation Corporation , which is the appointed agent of the Licensee for receipt
of the Technical Documentation and Software , the Contract Equipment and the Parts at the ports of destination:
A. XX seaport:
B. XX Airport:
SINOTRANS,
1.10 “PRC means the People ' s Republic of China.
1.11 “ FRG means Federal Republic of Germany
1.12 “The World Bank” means the International Bank for reconstruction and
Development (I.B.R.D.) and International Development Association.
ARTICLE 2 OBJECT OF THE CONTRACT
2.1 The licensor has agreed to transfer to the Licensee and the Licensee has agreed to obtain from the Licensor the technical know-how for the
design , manufacture , assembly , installation , test , inspection , adjustment , operation and maintenance and management of the Contract Products. The name model , specifications and technical indices of the Contract Products are detailed in Annex _II_ to the Contract.
2.2 The Licensor has agreed to grant the Licensee the license and right to design , manufacture , use , sell in PRCthe Contract Products and export the Contract Products. The license and right are non-exclusive and non-transferable.
2.3 The Licensor has agreed to provide the licensee with the Technical Documentation and Software related to the Contract Products. The
contents , copies and time of delivery of the Technical Documentation and Software are detailed in Annex V and AnnexVI to the Contract.
2.4 The Licensor has agreed to dispatch his technical personnel to the Contract Factory , for Technical Services. The specific contents and requirements for the Technical Services are detailed in Annex IX to the Contract.
2.5 The Licensor has agreed to give the Licensee ' s personnel technical training in Licensor ' s factories and at the Contract factory , to ensure that the Licensee ' s technical personnel; shall master the above technical know - know transferred to the Licensee. The specific contents and requirements of technical training are detailed in
Annex X to the
Contract.
2.6 The Licensor has agreed , upon the request of the Licensee for a
period of 10 (ten) years after the date of validity of the Contract , to supply the Licensee at the most favorable price with the parts , components raw materials and accessories which are necessary for manufacturing the contract Products under a separate contract to be signed in due time.
2.7 The Licensor has agreed , upon the request of the Licensee for a period of 10 (ten) years after the date of validity of the Contract , to supply the Licensee at the most favorable price with equipment and
software which are made or developed by the Licensor and are necessary for manufacturing the Contract software which are made or developed by the third party and are necessary for manufacturing the Contract Products.
2.8 The Licensor has agreed to grant the Licensee the license and right to use , on the contract Products manufactured by the contract Factory , the word “ Made in China under license of “followed by Name of the Licensor , at the option of the Licensee , provided the Contract Products can meet the technical and quality requirement as specified in Annex II of the Contract.
ARTICLE 3 CONTRACT PRICE
3.1 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 DEM (SAY:
DEUTSCH MARK ONLY) details as follows:
3.1.1 Price for Technical Know-how:DEM(SAY: DEUTSCMARK ONLY). The breakdown prices of the technical know-how are as follows:
A. Technology transfer fee is:
B. Technical documentation and software fee (CIP Beijing Port) is DEM
(SAY:DEUTSCH MARK ONLY).
C. Personnel training fee is DEMfSAY: DEUTSCMARKONLY).
D. Technical service fee is DEM (SAY:DEUTSCH MARK ONLY).
3.2 The above-mentioned total Contract Price shall be firm and fixed
price for the Licensor ' s obligation under the contract including all expenses incurred for delivery of the Technical Documentation and Software CIF Beijing Airport , China. ARTICLE 4 TERMS OF PAYMENT
4.1 All the payment stipulated in the Contract shall be effected in DEUTSCH MARK (DEM) through an irrevocable letter of credit partial
shipment allowed under the I.B.R.D. Loan No. for the price for the Technical Know-how obtained from the World Bank opened in favor of the Licensor.
4.2 The Licensee shall within thirty (30) working days after
effectiveness of the Contract , open an irrevocable letter of credit by
the Bank of China , Beijing in favor of the Licensor , in a bank in his country nominated by the Licensor and accepted by the Licensor , for and amount equivalent to the total Contract price , the letter of credit shall permit payments as stipulated in Article 4.3.
4.3 Payment for the Price for the Technical Know-how
4.3.1 10% (ten 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 presented the following documents provided they are in conformity with the stipulations of the Contract.
A. One Photostat copy of valid export license issued by the relevant
authorities of the Licensor ' s of Licensor ' s subcontractor ' s country , or one copy of the letter issued by the relevant authority of the Licensor ' s country starting that the valid export license is not required.
B. One original and one copy of the irrevocable letter of guarantee
issued by the Licensor ' s Bank for a sum of 10%of the total price of for
the technical know- how in favor of the Licensee , The specimen of the
letter of guarantee is detailed in Annex XII to the contract.
C. Four copies of the proformal invoice covering the total price for
the technical know-how
D. Two copies of the sight draft to be drawn on the Licensee to the Bank of China , Beijing.
E. Four copies of commercial invoice.
The above- mentioned documents shall be presented not earlier than 30
days after effectiveness of the Contract.
4.3.2 25% (twenty five percent) of the total price for the technical
know-how under Article 3, namely DEM(SAY:DEUTSCHARQNLY) shall be paid after
the Licensor has delivered the first batch of the
technical Documentation/ Software as stipulated in Annex VI to the Cntract and against presentation of the following documents provided they are in conformity with the stipulations of the Contract:
A. Five copies of the commercial invoice.
B. Two copies of the sight draft to be drawn on the Licensee to the Bank of China , Beijing.
C. Five copies of the airway bill for the first batch of the technical
Documentation and/or software.
D. Five copies of the packing list for the first batch of the Technical 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 know-how
under Article 3 , namely DEM (SAY:DEUTSCH MARK ONLY) shall
be paid after the Licensor has delivered the last batch of the Technical Documentation/Software as stipulated in Annex to the Contract and
against presentation of the following documents provided they are in conformity with the stipulations of the contract:
A. Four copies of the commercial invoice.
B. Two copies of the sight draft to be drawn on the Licensee to the Bank of China ,
Beijing.
C. Five copies of the packing list for delivering the last batch of the technical Documentation and/or Software.
D. Five copies of the packing list for delivering the last batch of the Technical Documentation and/or Software.
E. Two copies of the letter issued by the Licensee confirming that the
Licensor has delivered to the Licensee all Technical Documentations as stipulated in Annex ______________
4.3.4 15%(fifty percent) of the total price for the technical know-how
under Article 3 , namely DEM (SAY:DEUTSCH MARK ONLY) shall be paid after acceptance of the Contract Products by the Licensee and against presentation of the following documents provided they are in conformity with the stipulations of the Contract:
A. Four copies of the commercial invoice.
B. Two copies of the sight draft to be drawn on the Licensee to the Bank of China , Beijing.
C. Two copies of the Acceptance Certificate for the Contract Products signed by the both Parties.
4.4 The License shall have the right to deduct from the performance Bond or relevant payment under negotiation the penalties in form of liquidate damages which Licensor shall pay in accordance with the stipulations
of the Contract.
4.5 The banking charges incurred in the P.R.C. shall be borne by the Licensee and those incurred outside the P.R.C. shall be borne by the
Licensor. The Licensor shall bear all interest charge in case they occur in the negotiation of the payment , unless these interest charges have been occurred by reasons of default by the Licensee.
ARTICLE 5 DELIVERY OF THE TECHNICAL DOCUMENTATION AND SOFTWARE 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 Software.
5.3 The Licensor shall , within two (2) working days, after dispatching
each batch of the Technical Documentation and/or Software , inform the Licensee and Contract Factory by telex or fax of the Contract number , number of parcels , weight , flight and expected arrival date. At the same time ，the Licensor shall airmail to the Licensee and the Contract Factory each two copies of the airway bill and the detailed list of the Technical Documentation/Software.
5.4 In case of any loss , damages or shortage caused to the Technical Documentation and Software during the transportation ，the Licensor shall make supplementary or replaceable delivery to the Licensee within 45 (forty-five) days after
receiving the Licensee ' s written notice without any charges.
5.5 The Technical Documentation and Software shall be packed in strong cases suitable for long distance transportation and numerous handling with protective measures against moisture and rain.
5.6 The following contents shall be marked on the cover of each package of the Technical Documentation and Software with indelible paint in conspicuous English printed words:
A. Contract No.:.
B. Consignee: International Tendering Companyof China National Technical Import and Export Corporation
C. Consignee code: ___ .
D. Destination Airport: Beijing Airport.
E. Shipping Mark:.
F. Gross/Net Weight (kg):
G. Item No./Case No.:
H. Dimension (L x W x H in CM):
5.7 In side of each package of the Technical Documentation and software , there shall be two copies of the detailed list to identify each part.
5.8 For the delivery of the Technical Documentation and Software , partial shipment is allowed. Transshipment is not allowed.
5.9 The Technical Documentation and Software shall be carried flight belonging to
the member countries of the World Bank and Switzerland.
5.10 The Licensor shall effect the insurance , with insurer from eligible source country , for and amount of 110% of the total contract price on
“all risks ” and “war risk ” basis at the Licensor ' s expenses with th e Licensee as the beneficiary.
5.11 All of the Technical Documentation and Software , and services supplied under the Contract shall have their origin in the countries and areas eligible under the current World Bank Guideline for Procurement.
ARTICLE 6 TECHNICAL SERVICE AND PERSONNEL TRAINING
6.1 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 PRCare detailed in Annex to the Contract.
6.2 The Licensee shall provide assistance for entry and exit visa , work
and life in PRC for the Licensor ' s Technical Service personnel. The treatment conditions of the Licensor ' s technical 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 , specialty ，content ，duration and requirement of training are detailed in Annex to the Contract.
6.5 The Licensor shall provide assistance for entry and exit visa and
shall provide the facilities necessary for the technical training for the Licensee ' s trainees. The treatment conditions of the trainees in the Licensor ' s country are 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 PRODUCTS
7.1 In order to verify the completeness , correctness and reliability
of the Technical Documentation and Software supplied by the Licensor under the Contract , the Licensor shall , at his own expense send his representatives to carry out acceptance test on the Contract Products
jointly with the technical personnel of the Licensee in the contract
Factory. The specific procedure of the acceptance test and the standard
of the acceptance are detailed in Annex to the Contract.
7.2 If the technical performances of the Contract Products specified
in Annex to the Contract are achieved in the acceptance tests , both
parties ' authorized representative shall sign four copies of the
acceptance certificate for the Contract Products and, two copies for each party.
7.3 If any technical performance of the Contract Products specified in
Annex to the Contract is not achieved in the acceptance tests , both
parties shall have friendly consultation and discussion and jointly
analyze the causes and take measures to eliminate the defect. The second acceptance test shall be carried out after the defects have been
eliminated.
7.4 If the responsibility for the failure of the first acceptance test lies with the Licensor , the Licensor shall , at his own expenses, take measures to eliminate the defects , again send his technical personnel to participate in the second acceptance test and shall bear all the expenses incurred in the second acceptance test including the expenses for the materials used in the second acceptance test. If the responsibility for the failure of the first acceptance test lies with the Licensee , the Licensee shall , at his own expenses , take measures to eliminated the defects and bear all the relevant expenses incurred in the second acceptance test.
7.5 If it is due to the Licensor ' s responsibility that any technical performance of the Contract Products specified in Annex to the
Contract is still not achieved in the second acceptance test , the Licensor shall compensate the Licensee for the direct expenses sustained by the Licensee , for the acceptance test , and shall at his ownexpenses, take measures to eliminate the defects and send his technical personnel to participate in the third acceptance test. If the responsibility for the failure of the second acceptance test lies with the Licensee , the Licensee shall , at his own expenses, take measures to eliminate the defects and bear the relevant expenses incurred in the third acceptance test.
7.6 If it is due to the Licensor ' s responsibility that any technical performance of the Contract Products specified in Annex to the
Contract is still not achieved in the above-mentioned three acceptance tests , the Article 8.7 shall prevail. If the responsibility lies with
the Licensee , then both parties shall discuss and agree upon further execution of the Contract.
ARTICLE 8 GUARANTEES AND CLAIMS
8.1 The Licensor shall guarantee that the Technical Documentation and
Software supplied by the Licensor to the Licensee in accordance with the
Contract shall be of the latest and well-proved Technical Documentation
and Software which are 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 ____
,the Licensor shall pay to the Licensee
to the Contract and Clause 8.3
penalties for late delivery of the Technical Documentation and Software
at the following rates:
0.5% (point five percent) of the total Contract price of the Technical Documentation and Software for each full week of late delivery. The above-mentioned total penalties shall not exceed 5%(five percent) of the total Contract price of this contract.
The penalty paid shall be in the form of Liquidated Damages and shall fully indemnify the Licensee for all costs incurred as a result of such delay.
8.5 Payment of penalty madeby the Licensor to the Licensee in accordance with the stipulation in Clause 8.4 to the Contract shall not release the Licensor from his obligations to continue to deliver the Technical Documentation and Software , which is subject to penalties for late
delivery.
8.6 If the period for late delivery of the Technical Documentation and Software exceed 6. (Six) months , the Licensee shall be entitled to terminate the Contract. In such case , the Licensor shall return to the Licensee the total amounts which the Licensee has already paid plus
interest at the rate of 12% per annual thereon.
8.7 If it is due to the Licensor ' s responsibility that any technical performance of the Contract Products is not achieved in the acceptance
tests , the case shall be dealt with in the following manner:
If it is due to the Licensor ' s responsibility that any technical
performance of the Contract Products specified in Annex to the
Contract is not achieved , and the Licensee cannot put the contract Products into production , the Licensee shall be entitled to terminate the Contract. In the case of termination of the Contract , the Licensor
shall return to the Licensee the total amounts which have already been paid by the Licensee to the Licensor plus interest at the rate 12% per annual thereon and compensate the licensee for direct losses upon mutual agreement.
If it is due to the Licensor ' s responsibility that only some of the
technical performances of the Contract Products specified in Annex to the Contract are not achieved , but the Licensee still can put the Contract Products into production , the Licensor shall compensate licensee for the direct expenses at an amount of 5%-10% (five to ten percent) of contract price according to the significants of the discrepancy.
ARTICLE 9 INFRINGEMENTS AND CONFIDENTIALITY
9.1 The Licensor shall guarantee that the Licensor has lawful ownership of all the technical know-how, the Technical Documentation and Software supplied by the Licensor to the Licensee in accordance with the Contract , and that the Licensor has the right to transfer the technology and supply the Contract Equipment and the Parts to the Licensee. In case any third party brings a charge of infringement , the Licensor shall take up the matter with the third party and bear all legal and financial
responsibilities , which may arise.
9.2 Both Parties shall keep confidential all technical know-how , technical documentation and all the information of hydrology , geology and production of the Contract Factory regarding the business of the other party , being either technical or commercial of nature , during the validity period of the Contract as well as thereafter for a period of 10
years. If a part of the whole of such know-how , information or documentation becomesor is madepublicly known either the Party knowing such Know-how in formation or documentation or through a third party ，the other Party shall no longer be held to his secrecy obligation.
9.3 The Licensee shall have the right to use the technical know-how and the Technical Documentations and software supplied by the Licensor to
design ，manufacture and sell the Contract Products after the terminal of the Contract.
ARTICLE 10 TAXES AND DUTIES
10.1 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 PRCon the Licensor in accordance with the tax laws in effect and the "Agreement between the Government of Federal Republic of Germany for the Reciprocal Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Property ” shall be borne by the Licensor.
10.3 All the taxes and duties in connection with and in the execution
of the Contract to be levied outside the PRCshall be paid by the Licensor. ARTICLE 11 PERFORMANCE BOND
11.1 The Licensor shall , within thirty (30) calendar days after signing of the contract , furnish a Performance Bond to the Licensee , issued by the Bank of China , Beijing against the counter-guarantee issued by a
foreign bank to the Bank of China , Beijing: in the amount of ten (10) percent of the total Contract Price. The Performance Bond shall remain valid until the acceptance of the Contract Products and expiration of the guarantee period of the Contract Equipment.
11.2 The Performance Bond shall be furnished by the Licensor by a Bank Guarantee in the form as stipulated in Annex to the Contract. The
cost thereof shall be borne by the Licensor.
11.3 In case the Licensor fails to perform any of his obligations under the Contract , the Licensee shall have the right to have a recourse from the Performance Bond. ARTICLE 12 FORCE MAJEURE
12.1 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。