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International technology trade license agreement

(1) Preface
The preamble shall specify the name of the license agreement, the names, legal status and legal addresses of both parties, the industry operated by both parties, and the purpose, hope and intention of the contract. In case of any conflict between the preamble and the specific terms, the provisions of the specific terms shall prevail.
(2) Definition of key words
The parties should clearly define some important terms in the license agreement to prevent disputes when performing the agreement. For terms such as basic technology, patent, trademark, proprietary technology, technical intelligence, technical improvement and development, technical service and assistance, fields of use and sales, agreed products, process methods, agreed regions, agreed factories, quality standards, net sales price, accounting year, effective time, validity period, force majeure and change of circumstances, both parties should better specify their clear definitions in the license agreement. (3) Technical content and scope
The license agreement shall specify the specific content and requirements of the technology to be used, which patent or trademark to be used, when and where the licensor obtained the patent or trademark right, and what field and scope the licensee will use the technology. Most importantly, the license agreement shall specify that the licensor shall guarantee to provide all the agreed technical information, including all the knowledge, experience, data, design, calculation methods and formulas, drawings, processes, inspection standards, maintenance methods, product packaging and transportation necessary for the implementation of the technology, in a complete, correct and timely manner, and list the required technical information in detail as an effective part of the license agreement.
(4) License Terms
The license terms are the core legal terms in the license agreement. It is necessary to specify whether the license agreement is exclusive, exclusive or ordinary. This clause also specifies the scope of the use right, manufacturing right and sales right, that is, the licensor agrees to the licensee’s use of the technology and its scope, the licensor agrees to the region and factory where the licensee uses the licensed technology to manufacture products, and the licensor agrees to the countries or regions where the products produced by the licensee using the technology under the license are sold. In addition, some license agreements also stipulate whether the licensee has the right to sublicense the licensed technology to a third party, that is, the right to transfer. The right to sublicense is called a transferable license agreement, and vice versa. The agreement signed by the licensee and a third party is called a sublicense agreement or sublicense agreement. (5) Technical improvement and development clause
The license agreement should clearly stipulate which party owns the technological improvement achievements, whether the parties have the obligation to exchange the technological improvement achievements and the exchange conditions. Generally, it should be stipulated that the ownership of the achievements of technological improvement belongs to the party making the improvement and has the right to apply for patent. In the license agreement, both parties shall stipulate that in accordance with the principle of reciprocity or reciprocity, they shall use the method of mutual licensing to provide the technological improvement results to each other for free.
(6) Tying clause
The license agreement may stipulate that if the licensee requests, the licensor is obliged to provide the licensee with machinery, equipment, raw materials or spare parts at the fair price in the international market. In addition, in order to ensure the correct implementation of the licensed technology and the product quality reaching the standard, the agreement may also stipulate that the licensee purchases certain specific equipment, raw materials or parts from the licensor.
(7) Technical service terms
The license agreement shall clearly stipulate the items, contents, implementation methods and steps of technical services such as design and engineering services, technical training and management services provided by the licensor to the licensee. For example, in the technical training project, the number of trainees, specialty, duration and the burden of travel and training expenses should be clearly specified. (8) Warranty
The license agreement shall generally stipulate that the licensor shall provide the licensee with technical and rights guarantees for the licensed technology. In terms of technical guarantee, Licensor shall ensure that the technical data provided are complete, reliable and correct; In addition, the licensee can meet the product quality standards specified in the license agreement on the premise of correct use of its technical data; As far as the right guarantee is concerned, the licensor shall guarantee that it has legal rights to the technology under the contract. If it is accused of infringement by others, the licensor shall bear all responsibilities. In the patent license, the licensor shall guarantee the validity of the patent. If the patent is declared invalid due to the objection of others or the failure of the patentee to pay the annual fee on time and other reasons, the licensee has the right to terminate the agreement. In trademark licensing, the licensee shall ensure that the quality of its products meets the prescribed standards. The licensor has the right to supervise and inspect the production and product quality of the licensee. If the product quality cannot meet the prescribed standards, the licensor has the right to require the licensee to improve or terminate the performance of the agreement.
(9) Confidentiality clause
In the practice of international technology trade, the right to use patented technology and trademarks is sometimes transferred together with proprietary technology secrets, which involves the confidentiality of technology. This type of license agreement is called a hybrid license agreement. In general, the licensor of the hybrid license agreement will require the licensee to undertake the confidentiality obligation. The confidentiality period is generally the same as the term of the license agreement, and can also be longer or shorter than the term of the license agreement, which mainly depends on the nature of the licensed technology and its effective time limit. In addition, according to the principle of equality of rights and obligations, the license agreement can stipulate that if the licensor has disclosed the technology, the licensee can exempt its confidentiality obligation.



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