Patent License Contract
Guidelines for Signing
Preamble (in view of the terms)
--Whereas, the licensor (name or name Note: must be consistent with the legal documents of the patent being licensed) owns ( Patent Name NOTE: Must be consistent with the legal document for the patent) patent, which is a (Inventive Creation in Office or Non-Inventive Creation in Office), the patent is (nine digits), the disclosure number is (eight digits including the last letter), the date of filing is the month of
Year, the date of grant is the month of YEAR, and the patent's legal expiration date is
Year, Month, Month, Month, Month, Month, Month, Month, Month, Month, Month, Month, Month, Month, Month, Month, Month, Month, Year. and possesses the technical secrets and processes involved in the implementation of the patent;
-- Whereas the licensee (name) belongs to the enterprises, institutions, social organizations or individuals in the field, possesses plants, equipment, personnel and other conditions, and has knowledge of the licensor's patented technology, and wishes to obtain a license to implement the patented technology (and the technology involved in it) The two parties agree to enter into this contract
Article I Terms and Terminology (Definitional Clauses)
The terms and terminology referred to in this article are those which existed at the time of the conclusion of the contract. terms are those that appear at the time of signing the contract that need to be defined. For example:
Patent - the patent referred to in this contract is the invention patent (or utility model patent or design patent) accepted by the Chinese Patent Office which the licensor licenses the licensee to implement Patent No.
Name of the invention: .
Technical secret (know-how) - refers to the technology required for the implementation of the patent under this contract, which contributes to the optimal utilization of the technology under this contract in industrialized production, and which has not entered into the public **** domain.
Technical information - refers to all patent application documents and technical secrets related to the implementation of the patent and technical information such as design drawings, process drawings, process formulas, process flow and the list of jigs and equipment required for the manufacture of the contract products.
Contract Product - means the product manufactured by the Licensee using the licensed technology provided herein, with a product name of .
Technical Services - means the services performed by the licensor for the licensee to implement the technology provided in the contract, including the transfer of technology and training of personnel.
Sales - means the total amount of sales of the contracted products by the licensee.
Net Sales - means sales less packaging, transportation, taxes, advertising, and commercial discounts.
Net Profit - refers to the amount of profit from the sale of the contracted products after the total sales minus costs and taxes.
Improved technology - refers to technology that is improved on the technology that the licensor licensed the licensee to implement.
General Implementation License - means that while the licensor licenses the licensee to implement the patented technology within the period, area and technical field agreed in the contract, the licensor retains the right to implement the patented technology and may continue to license any unit or individual other than the licensee to implement the patented technology.
Exclusive license - means that the licensor permits the licensee to implement the patented technology within the period, area and technical field agreed in the contract, and at the same time, the licensor retains the right to implement the patented technology, but shall not permit any unit or individual other than the licensee to implement the patented technology.
Exclusive implementation license - means that the licensor permits the licensee to implement the patented technology within the period, area and technical field agreed in the contract, and neither the licensor nor any unit or individual other than the licensee may implement the patented technology.
Sub-license - the licensee licenses the patented technology covered by this contract to a third party with the consent of the licensor.
And so on.
Article 2: Mode and Scope of Patent License
The mode of license of the patent is exclusive license, (exclusive license, general license, cross-license, sub-license);
The scope of the license of the patent is to manufacture (use, sell) the patented product in a certain region; (or) use the patented method and use, sell the product directly obtained according to the patented method (or) to import the patented product (or) to import the product obtained directly according to the patented method.
Article 3 Technical Contents of Patents
The licensor shall provide the licensee with all the patent documents with patent number and patent name (see Annex 1), as well as the process flow documents necessary for the implementation of the patent (see Annex 2), a list of the equipments (or the equipments to be provided directly) to be used in the manufacture of the patented product (see Annex 3), and technical secrets (see Annex 3) involved in the implementation of the patent, which are to be used in the manufacture of the patented product, or in the sale of the patented product. technical secrets (see Annex 4) and other technologies (see Annex 5) involved in the implementation of the patent.
Article IV Delivery of Technical Data
1. Time of Delivery of Technical Data
After the entry into force of the contract, the licensor shall receive from the licensee the payment of royalties (introductory fee) (?
Within days from the effective date of the contract, the licensor shall deliver to the licensee all (or part) of the technical data described in Article 3 of the contract, i.e., all the data shown in Annexes (1~5).
2. Means and place of delivery of the technical data
The licensor shall deliver all the technical data to the licensee by face-to-face delivery, registered mail, or airmail, and shall deliver a list of the data to the licensee by face-to-face delivery, mail, or facsimile, and an airway bill by face-to-face delivery, mail, or facsimile.
The place of delivery of the technical data shall be the location of the licensee or a place agreed upon by the parties.
Article V. Royalties and Payment Methods
1. The royalties involved in this contract shall be (?
1. The licensee shall remit all the royalties to the licensor's account or pay them to the licensor in cash within days from the effective date of the contract in the form of a lump sum payment.
2. The royalties involved in this contract are (?
2. The royalties involved in this contract are (?, $) Yuan. The use of installment payment, the contract comes into force, within days, the licensee will pay the royalties, that is, (?) % of the licensee, the licensee will pay the royalties, that is (?) %. , $) to the licensor, to be licensed to guide the licensee to produce a qualified prototype of the day after the day and then pay % that (?). The licensee shall pay the licensee a royalty of (?, $) Yuan until the royalty is paid in full. Until paid in full.
Licensee will remit the royalties to the licensor's account or pay them to the licensor in cash according to the above term.
3, the total amount of royalties (? The total amount of royalties (?, $) shall be paid in installments
Payment shall be made on the effective date of the contract (?, $).
The total amount of royalties (?, $) shall be paid on the effective date of the contract in installments of (?, $)
Payment shall be made within one month from the effective date of the contract.
Payment (?, $) within one month from the effective date of the contract
Payment (?, $) within one month from the effective date of the contract
Licensee will remit the royalties to Licensor's account or pay them to Licensor in cash in accordance with the above term.
4. The royalty consists of two parts: the entry fee and the commission on sales.
Payment of the contract effective date of the introductory fee (?
The royalty consists of an introductory fee and a commission on sales of 3-5%, payable on the effective date of the contract, and settled every month (or every six months or at the end of the year).
The licensee will remit the royalties to the licensor's account number according to the above term, or pay to the licensor in cash.
5. The royalty consists of two parts, namely, the entry fee and the profit commission (the commission and the payment method are the same as 4).
6, the patent royalties to the patented technology in the form of shares, the licensee and the licensor *** with the capital (?). The licensee and the licensor *** with the capital (?), $) million yuan of joint manufacturing the contract products, the licensor to the patented technology shares accounted for % of the total investment (generally not more than 20%), the first year of the dividend system, the distribution of profits.
Payment by bank transfer (collection, cash lump sum, etc.). The place of cash lump-sum payment is generally the place where the contract is signed.
7. In the case of 4, 5, 6 the licensor has the right to access the accounts of the licensee's implementation of the contract technology.
Article VI Acceptance Criteria and Methods
1, the licensee under the guidance of the licensor, the production of completed contract products (pieces, tons, and other units of quantitative terms) shall meet the licensee to provide the technical performance and quality indicators (see Annex 6 for specific indicators of parameters) and in line with the
International Standards
national standards
Industry standards
Industry standards
2, acceptance and inspection, the licensee has the right to access the accounts related to the implementation of the contract technology in 4, 5, 6. p>
2. Acceptance of contract products. Commissioned by the licensee to the national (or a certain level) testing department, or by the licensee to organize acceptance, the licensor to participate in, and give active cooperation, the required costs borne by the licensee.
3. If the acceptance fails due to technical defects of the licensor, the licensor shall be responsible for proposing measures to eliminate the defects.
If the second acceptance is still unqualified and the licensor is not capable of eliminating the defects, the licensee shall have the right to terminate the contract, and the licensor shall return the royalties and compensate the licensee for part of the loss.
4, such as the licensee's responsibility to make the acceptance of the contract product failed, the licensor should assist the licensee, to remedy, after another acceptance is still unqualified, the licensee's inability to implement the contract technology, the licensor has the right to terminate the contract, and does not return the royalties.
5. After the acceptance of the contract products, both parties shall sign the acceptance report.
Article VII Confidentiality of Technical Secrets
1. The licensee shall not disclose the technical secrets (Annex 4) to any third party other than the parties (and sub-licensees) to the contract not only during the period of validity of the contract but also at any time after the period of validity.
2. The personnel of the Licensee who have specific access to the Technical Secrets shall sign a confidentiality agreement with the legal representative of the Licensee to ensure that they do not violate the requirements of the preceding paragraph.
3. The licensee shall keep Attachment 4 properly (e.g., in a safe deposit box)
4. The licensee shall not make copies of Attachment 4 privately, and upon completion of the execution of the contract, or upon termination or change for any reason, the licensee shall return Attachment 4 to the licensor.
Article VIII Technical Services and Training (This article can be signed from the contract)
1. The licensor shall be responsible for teaching the contract technology to the licensee and answering the questions raised by the licensee about the implementation of the contract technology within days after the contract comes into effect.
2. When the licensee implements the technology of the patent application, the licensor shall send qualified technicians to the site of the licensee to provide technical guidance, and shall be responsible for the training of specific staff of the licensee.
The licensee's personnel trained by the licensor shall meet the reasonable requirements set forth by the licensor. (Criteria for determining trained personnel)
3. The licensee may send personnel to the licensor to receive training and technical guidance.
4. The quality of technical services and training shall be based on the ability of the trained personnel to master the technology. (Determine the specific criteria)
5. All expenses incurred for technical services and training, such as travel expenses, food expenses, etc., shall be borne by the licensee.
6, the licensee to complete the technical services and training, by the two sides acceptance *** with the signing of acceptance documents.
Article IX Provision and Sharing of Subsequent Improvements
1. During the validity period of the contract, either party shall promptly notify the other party of the improvements made to the contracted technology;
2. Substantial and significant improvements and developments, the right to apply for a patent shall be agreed upon by both parties to the contract. If there is no agreement, the right to apply for a patent shall belong to the improving party, and the other party shall have the right to be licensed on a priority basis and at a preferential price, or to use the technology free of charge;
3. Smaller improvements on the basis of the original, the two parties shall provide the use of the technology to each other free of charge;
4. If the improved technology has not been patented, the other party shall bear the obligation of confidentiality for the improved technology, and shall not disclose, license, or transfer the improved technology to other people without authorization. transfer the improved technology to others without authorization.
5. The right to apply for a patent for major improvements made by both parties **** is vested in both parties **** unless otherwise agreed.
Article X Default and Claims
To the licensor:
1. If the licensor refuses to provide the technical data, technical services and training as stipulated in the contract, the licensee has the right to terminate the contract and request the licensor to return the royalties and pay the liquidated damages.
2. If the licensor delays the delivery of technical data, technical service and training to the licensee without any justifiable reason, the licensee shall pay liquidated damages for each week of delay, and the licensee shall have the right to terminate the contract and return the royalties for a period of more than
(specific time).
3. If the licensor licenses the patented technology to a third party other than the licensee in an exclusive license, the licensee has the right to terminate the contract and demand payment of liquidated damages.
4. If the licensor implements or licenses the patented technology to a third party other than the licensee in an exclusive license, the licensee has the right to demand the licensor to stop such implementation and licensing, and also has the right to terminate the contract and demand the licensor to pay liquidated damages.
To the licensee:
1. If the licensee refuses to pay the royalties, the licensor shall have the right to terminate the contract, to demand the return of all the technical data, to demand compensation for the actual damages and to pay liquidated damages.
2. If the licensee postpones the payment of royalties, the licensee shall pay to the licensor liquidated damages for each overdue period of time; if the overdue period is more than (specific period of time), the licensor shall have the right to terminate the contract and demand the payment of liquidated damages.
3. If the licensee violates the provisions of the contract and expands the scope of licensing of the licensed technology, the licensor has the right to require the licensee to stop the infringement and compensate for the loss, pay liquidated damages; and has the right to terminate the contract.
4. If the licensee violates the confidentiality obligation of the contract, resulting in the disclosure of the licensor's technical secrets, the licensor has the right to require the licensee to immediately stop the breach of contract, and pay liquidated damages.
Article XI Infringement
1. If a third party accuses the licensee of infringing the technology during the validity period of the contract, the licensor shall be responsible for all the legal liabilities;
2. If any of the two parties to the contract finds that a third party infringes on the patent right of the licensor, it shall notify the other party in time, and the licensor shall negotiate with the infringing party or be responsible for filing a request with the patent administration or instituting a lawsuit with the people's court. The licensor shall negotiate with the infringing party, or be responsible for filing a request with the patent administration authority or bringing a lawsuit to the people's court, and the licensee shall assist.
Article 12 Handling of Revocation and Invalidation of Patent Right
1. If the patent right of the licensor is revoked or declared invalid during the validity period of the contract, if there is no obvious violation of the principle of fairness and the licensor does not maliciously cause any loss to the licensee, the licensor shall not be required to return the royalties to the licensee.
2. If the patent right of the licensor is revoked or declared invalid during the validity period of the contract, the licensor shall return all the royalties and the contract shall be terminated if the licensor intends to cause losses to the licensee or if there is an obvious violation of the principle of equity.
Article 13 Force Majeure
4. When the occurrence of force majeure events (such as fire, flood, earthquake, war, etc.) that are not transferred by the will of both parties prevents the fulfillment of the obligations under this contract, both parties shall:
(1) take appropriate measures to mitigate the loss;
(2) notify the other party in time;
(3) during the ( certain event) during the period, to issue a certificate that the contract can not be performed;
2, the occurrence of force majeure event in (a reasonable time), the contract is postponed;
3, the occurrence of force majeure event in the case, the contract can only be performed in a certain part of the (specific terms);
4, the occurrence of force majeure event, the duration of which exceeds (a specific period of time), the contract shall be terminated. The contract will be terminated if the event of force majeure lasts more than (specific time).
Article 14 Taxes and Fees
1. If both the licensor and the licensee are Chinese citizens or legal persons, the tax payable on the royalties involved in this contract shall be taxed by the licensor in accordance with the Tax Law of the People's Republic of China;
2. If the licensor is a resident or unit outside China, the licensor shall be taxed by the licensor in accordance with the Tax Law of the People's Republic of China and the Income Tax Law of the Chinese People's Republic of China on Foreign Invested Enterprises and Foreign Enterprises. Foreign Enterprises Income Tax Law, the licensor shall pay tax;
3. If the licensor is a Chinese citizen or legal person and the licensee is an overseas unit or individual, the licensor shall pay tax in accordance with the tax laws of the other country or region.
Article 15 Settlement of Disputes
1. In case of disputes between the two parties in the fulfillment of the contract, they shall settle the disputes by themselves through friendly consultation according to the terms of the contract;
2. If the two parties fail to settle the disputes through consultation, they shall refer the disputes to the Patent Administration Organization for mediation, and in case of disagreement over the decision of the mediation, they shall sue in the People's Court;
3. If the two parties have disputes and fail to reach reconciliation, they shall sue in the People's Court;
4. If the dispute cannot be settled, the parties shall file a lawsuit to the People's Court;
4. If the dispute cannot be settled, the parties shall file a lawsuit to the adjudication committee;
Note: Only one of the following can be chosen: 2, 3 or 4.
Article XVI: Entry into force, modification and termination of the contract
1. This contract shall enter into force on the date of signature and sealing by both parties, and the validity period of the contract shall be for a period of one year, which shall not be longer than the validity period of the patent.
2. If the licensee fails to implement the patented technology without any justifiable reasons, the contract shall change into a general license contract on its own after the date of entry into force of the contract. The contract shall be changed to a general license contract.
3. If the licensee fails to perform the contract properly, the contract shall be terminated, or the parties may agree to change the terms of the contract.
Article 17 Others
The contents not included in the first sixteen articles, but need special agreement, such as:
Other special agreement, including how to solve the unforeseen technical problems, how to solve the unforeseen legal problems, and so on.