国际专利许可合同英文版

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1、国际专利许可合同英文版 　　专利实施许可合同备案工作是国家知识产权局为了切实保护专利权，规范交易行为，促进专利实施而对专利实施许可进行管理的一种行政手段。 今天为大家准备的是英文版的国际专利许可合同。 具体内容如下，仅供参考阅读，希望能帮助到大家!　　patent license contract　　（国际专利许可合同）　　con tract no:　　conclusion date:　　conclusion place:　　index　　article 1 defininitions article 9 guarantees and claims　　article 2 scope of

2、 the contract article 10confidentiality　　article 3 price of the contract article 11infringements　　article 4 conditions of payment article 12 taxes andduties　　articfe 5 technical service and training article 13 forcemajeure　　article 6 technical documentation article 14 arbitration　　article 7 verifica

3、tion and acceptance article 15 app1icable law　　article 8 technical improvement article 16 duration　　appendixes　　appendis 1 name， content of patent documents and application of the patents　　appendix 2 models， specifications and technical lndices of the contract product　　appendix 3 the starting date a

4、nd counting methods of royalty　　appendix 4 the content and method of licensor’s auditing　　appendix 5 training of party a’s personnel　　appendix 6 technical service or specialist send by party b　　appendix 7 verification and acceptance of the contract product this contract made____　　on_____

5、________ day of____________，by and be-tween __________，organized and existing　　under the laws of the people’s republic of china. with rehistered office at (hereinafter　　referred to as party a) of the first part and __________，organized and existing under　　the laws of ____________，with its prin

6、cipal office at________________.　　witnessth　　whereas the patent right which said in the contract os owned by party b.　　whereas party b has the right and agreed to grant paryt a the rights to use，　　manufac-ture and sell the contract products of the ppatented technology;　　whereas party a hope to use t

7、he patented technology of party b to manufacture and sell　　thecontract products;　　both parties authorized representatives， through friendly negotiation， have agree　　to en-ter into this contract under the ertms as stipulated below;　　artide 1 definitions　　for the purpose of this contract， the followin

8、g terms have the following meanings;　　1.1.‘patented technology’means those letters patent， and applications therefor　　presently owned or hereafter acquired by party b and/or which party bhas or may have the　　rigt to control or grant license thereof during the term hereof in any or all co

9、untries　　of the world and which are applicable to or may be used in the manufacture of cotract　　products.　　1.2. ‘contract products’mians the products described in appendis2 annexed hereto，　　to-gether with all improvements and modifications thereof or developments with respect　　there-to.　

10、　1.3. ‘patty a’means____________. or his legal representative， agent and inhetitor to theproperty of the company.　　1.4. ‘party b’ means___________，or his legal representative，agent and inheritor，　　to the property of the company.　　1.5. ‘the contraet factory’ means

11、the place which party party a manufactures the　　contract products. that is_______________.　　1.6.‘spare p`menas replacement parts for contract products or for any part there-of.　　1.7. ‘components’means those components and parts of contruct produets which par-ty　　b has agreed or may

12、 from time to time agree in writing to permit party a to manufacture　　1.8. ‘technical documents’meane engineering， manufacturing and originating　　1.9 ‘net selling price’ menans remaining amount of invoice value of the　　1.l0 ‘the date of coming into effect of the contrac

13、t’means the date of raification 　　article2 scope of the contract　　2.1. party a agrees to acquire from party b and party b agrees to transfer to party a　　2.2 party b grants party a the non-exclusive right to design and manufacture　　2.3 party b shall be responsible to provide party a with docume

14、nts relevant to the　　2.4 the contract does not cover the patented technology for the parts from other 　　2.5 party b shall be responsible for the training of party a’s technicl personnel 　　2.6 party b is obliged to send at its own expense technical personnel to party a’s　　facto-ry for tec

15、hnical service (details as per appendix 6 to the contract).　　2.7 if it is required by party a. pafrty b shall be under an obligation to provide party aat the most favourable price wity parts， accessories， raw materials， fittings，　　2.8 party b grants party a the rignt to use party b’s trade mar

16、k， and use the 　　3.1 price of the contract shall be calculated on royalty in accordance with the　　3.2 royalty under the contract shall be paid from__________ months after the the date 　　3.3 royalty at the rate of__________ % (___________percent ) shall be calcuated in 　　3.4 the report of the selling

17、 quantity， net selling amount of the contract products 　　3.5 the contract products sold by party a pursuant to the patent license herein granted shall be deemed to have been sold when paid for.　　3.6 if the contract products are returned or allowances made thereon after the royalty 　　3.7 if party b d

18、emand to audit the accounts of party a，it shall notice party a within　　3.4 of the contract.the speeific content and procedure of auditing accounts are 　　4.1 royalty stipulated in section 3 to the contract shall be effected by party a to　　4.2 party b shall immediately issue the related documents ofte

19、r receiving the written 　　a. four copies of the statement on calculation of the royalty;　　b. four copies of the commercial invoice;　　c. two copies of the sight draft.　　4.3 party a shall have the right to deduct from any of the above mentioned payment the ppenalties and/or compensations which party b

20、 shall pay in accordance with the　　stipulations ofthe contract.　　articie 5 technical service and training　　5.1 technicgl service　　5.1. l during the validity period of the contract， party b shall send a specialist to　　5.1.2 party b shall twice send it’s specialists to party a’s factory to

21、 provlde　　5.l.3 the first technical service sha1l start in the sixth month after the contrayt 　　5.1.4 the second technical service shall start during the verification of the 　　5.1.5 party b shall， for its specialists， bear their travelling expensee. partha　　5.2 technical training　　5.2 1 party b shal

22、l train party a’s technical personnel so as to enable them to　　masterparty b’s design， performance test and technology in machining， erection and inspection of the contracted products， so that party a can use the technical documents　　5.2.2 party a shall send twice its technical personnel

23、 to party b’s factory for 　　5.2.3 the first training shall be from the third to the fourth month after the 　　5.2.4 the second training shall be from the eighth to the nineth month. party a shall　　sent 4 technical persons and an interpreter to party b’s factory for training for 160　　worki

24、ng days/man (5 days per week). the training shall cover the designing， the　　manufacturing technology，erection and adjustment of the contracted products.　　5.2.5 party a shall bear the travelling expenses of its trainees; party b shall　　provide party a’s trainees free of charge with boarding， lo

25、dging and means of　　conveyance for travel- ling between the lodging place and the factory.　　article 6 technical documents　　6.1 party b shall， according to the delivery schedule and details stpulated in　　appendix 2to the contract， deliver the documents at________________.　　6.2 the date stamped by the

26、 air transportation ageney at____________，shll be taken　　as the actual date of delivery paryt a shall send to party b a photostat copy of the　　airconsignment note shwing the stampde date of arrival.　　6.3 within twenty-four hours after the despatch of each lot of the technical documente，　　party b sha

27、l1 notify party a by cable or telex of the contract number， number and date　　of the air consignment note， items of the documents， number of pieces， airmail to　　party a two copies of each of the air consignment note and detaikled list of the　　technical documents.　　6.4 if the technical documents are f

28、oumd lost， damaged or mutilated during air　　trans-portation， party b shall supply party a free of charge with a second lot of　　documents within thechortest possible time but not later than thirty days after it has　　received from party a the writtennotice. within sixty days after party a has received

29、　　the documents from party b，if party a does not declare the shortage and request to　　cover the same， it is considered asa-cepted.　　6.5 the technical documents shall be in english and based on metric system of　　measure-ments.　　article 7 verification and acceptance　　7.1 the verification test on the f

30、irst samplemachine of the contracted product shall be carried out by the joint group consisting of party a’s and party b’s representatives　　accordingto the schedule and contents stipulated in appendix 7 to the contract. lf the　　performance of the contracted product is in conformity with

31、the technical specifications　　stipulated in ap-pendix 1， such testshall be considersd as qualified and the　　representatives of both parties shll sign the inspection and testing certificate for the　　proper performance of the contracted product in quadruplicate， 2copies for each party.　　7.2 if the ver

32、ification test demonstrates that the performance of the contracted　　prod-uct isnot in conformity with prescribed technical specifications， both parties　　shall， throughamicable negotiations，make a joint study of and analyse the cause and　　take measures to e-liminate the defects and carry out asecond

33、test. when the second test　　demonstuates tha the performance is qualified， both parties shall sign a testing　　certificate for the proper perfot- mance　　7.3 if party b is responsible for the failure of the first test， party b shall send　　at ist own expense technical ersonnel for the second test.　　7.4

34、 if the second test fails again and the failure is attributed to party b， party b　　shallindemnify party a for any losses sustained and shall take effective measures to　　eliminate thedefects and carry out a third test.　　7.5 if the third test again fails， and if party b is responsible for the failure，

35、　　party a has the right to terminate the contract at its discretion and lodge claims as stipulated ih article9.if the responsibility for the failure lies with party a， the two　　parties shall negotiate as tohow to further implement the contract.　　article 8 technical improvements　　8.1 if the technical

36、 documents provided by party b are not applicable to party a’s　　actualproduction condidions (such as design standards， raw materials， purchased parts　　for the ma-chine， production facilitie)， party b is obliged to assist party a in　　modifying the technicaldocuments and confirm the same. upon t

37、he condition that the　　properties of the contracted products are not affected， raw materials， fittings and　　equipmint of chinese origin may be used.　　8.2 during the currency of the contract. if eithet of the two parties effets improve-　　ments on or developments of the products within the xcope stipu

38、lated in the contract，　　thd said party shall submit， free of charge， to the other party the technological　　information con-cernign such improvements or developments.　　8.3 the ownership of such improvements on or developments of the ontracted product　　shall belong to the party who has effected such i

39、mprovements or develpments. the othe　　paryt shall not apply for patent ortransfer the same to any third arty.　　article 9 guarantees and claims　　9.1 party b guarantees that the technical documents to be supplied by party b are the　　latest technical information which has been put into practical use by

40、 party b. party b　　also undertakesto supply to party a in time the technical information relevant to any develop-ment of or improvement on the contracted product.　　9.2 party b guarantees that the technical documents to be supplied by party b are　　com-plete，correct，legible and are to be despatched in

41、 time.　　9.3 if the documents suppied by party b are not in conformity with the stipulation　　in article 6， party b shall， within the shortext possible time but not later than 3o　　days after re-ceipt of party a’s written notice， despatch free of charge to party a　　the missing or the cor- rcet an

42、d legible technical socuments.　　9.4 if party b fails to despatch the said documents within the stipulated period as　　per appendix 2 party b shall pay penalty to party a in the following proportions:　　(a)...percent of the total contract price for delay from 1 to 4 weeks.　　(b)...percent of the total c

43、ontract price for delay form 5 to 8 weeks.　　(c)...percent of the total contract price for delay exceeding weeks;　　9.5 the payment of penalties by party b to party a as stipulated in article 9 shll　　not releve party b of its obligation to deliver the said documents.　　9.6 whenever the delay in deliver

44、ing the said documents exceeds 6 months， party a　　shall be entitled to terminate the contract at its discretion and party b shall be　　obliged to re- fund party a all its payments together with the corresponding ingerest　　at the rate of... per-cent per annum.　　9.7 if the verification tests fail with

45、the responsibility lying with party b and if，as theresult，party a cannot start normal production with the contract having to be　　terminated， party b shall erfund all the payments previously made by party a to party b　　together with the interest at the rate of... percent per annum.　　9.8 if only some

46、aspects of the properties of the product are not up to the standards　　asstipulated in the contract and the responsibility lies with party b， party b shall　　10. 1 all drawings， designs， specifications and all other technical information　　10.2 ln case any part (s) or all of the above-mentioned technic

47、al information have　　10.3 after the termination of the contract， party a shall have the rigbt to use　　manufacture，use，and export contract products.　　11.1 party b guarantees that it is the legitimate owner of the patent to the　　patent to party a. of accusation of infringing the rights of a third part

48、y occurs，　　economicresponsibilities trising therefrom　　11.2 a complete list of party b’s patents and patent applications relevant to　　12.1 ail taxes， customs duties and other excises arising in connection with the　　12.2 in the execution of the contract， any income made by party b within the　　1

49、3.1 if either of the contracting parties is prevented from executing the contract by forcer majeure events such as war， serious flood， fire， typhoon and earthquake，　　13.2 the involred party shall notify the other party by telex or cable within the　　13.3 should the force majeure event last more than

50、one hundred and twenty(120)con-　　14.1 all disputes arisint from the execution of or in connection with the cotract　　can be reached through consultations， then the disputes shall be submitted to　　14.2 the arbitration shall take place in stockholm， sweden， and be conducted by　　14.3 the arbitration awa

51、rd shall be final and binding upon both parties.　　l4.4 the arbitiation fee shall be borne by the losing party.　　l4.5 if the arbitration involves only a part of the contract， then in the course of arbitra-tion， the execution of the contract shall be continued except the part which is　　article 15 appl

52、icable law　　articl l6 duration　　16.1 the contrant os signed on may 8， 1993， by authorized represenatives of botb　　both partfies shallexert their best efforts to obtain the approval within sixty (60)　　16.2 tbe contract shall be valid for ten (10) years beginning from the date of its　　validity period of the contract.　　16.3 the termination of this contract shall not affect in any way the outstanding　　party a :_________________ party b:___________________　　by_______________　　　　　by__________________