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第一条 定义 第九条 保证和索赔
第二条 合同围内容和范围 第十条 保密
第三条 合同价格 第十一条 侵权
第四条 支付条件 第十二条 税费
第五条 技术服务和培训 第十三条 不可抗力
第六条 技术资料 第十四条 仲裁
第七条 考核与验收 第十五条 适用法律
第八条 技术改进 第十六条 合同有效期
PATENT LICENSE CONTRACT
Con tract No:
Article 1 Defininitions Article 9 Guarantees and Claims
Article 2 ScoPe of 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 Verification and Acceptance Article 15 App1icable LaW
Article 8 Technical Improvement Article 16 Duration
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 and 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_____________ 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 principal office at________________.
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 the Patented Technology of Party B to manufacture and sell
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 following 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 countries
of the world and which are applicable to or may be used in the manufacture of Cotract
1.2. ‘Contract Products’mians the products described in Appendis2 annexed hereto，
to-gether with all improvements and modifications thereof or developments with respect
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 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 from time to time agree in writing to permit Party A to manufacture
1.8. ‘Technical Documents’meane engineering， manufacturing and originating
inforna-tion relatiog to the manufacture and servicing of Contract Products， including
drawings， blueprints，design sheets， material specifications，
photographs， photostats and general da-ta， and designs and pecifications relating
to manufacturing Contract Producdts， tools and fix-tures， but includes，however， only
such information as is available to Party B and applicable to the operations of Party A
under this Contract which detaile as per Appendis 1 to the Con-tract.
1.9 ‘Net Selling Price’ menans remaining amount of invoice value of the
ContractProd-ucts， after deduction of packahing， installation and freight charges，
trade and discount，commission，insurance and taxes and duties. if any， directly
applicable to the Prdduct.
1.l0 ‘The Date of Coming into Effect of the Contract’means the date of raification
ofthe Contract by the managing constructure of the parties or by the competent
authorities ofboth parties， whichever comes later.
Article2 Scope of the Contract
2.1. Party A agrees to acquire from Party B and Party B agrees to transfer to Party A
the patented Technology for Contract Products. Such Patented Technology shall be in exact
accordance with the technologyof Party B’s latest products.
2.2 Party B grants Party A the non-exclusive right to design and manufacture
ContractProducts in China and to markdt the said Products in China and abroad.
2.3 Party B shall be responsible to provide Party A with documents relevant to the
saidPaptents and with special fittings of the samplemachine their concrete details and
schedule ofdelivary being set out in Appendix 2 to the Contract.
2.4 The Contract does not cover the Patented technology for the parts from other
But Party B shall provide Party A with the specimens and the tecincal specifications and
the name of the manufacturers of the parts.
2.5 party B shall be responsible for the training of Party A’s technicl personnel
in Party B’s relevant facilities and also do its best to enable Party A’s technical
personnel to masterthe Patented Technplogy of the aforesaid Contract Product (details as
per Appendix 5 to the Contract).
2.6 Party B is obliged to send at its own expense technical personnel to Party A’s
facto-ry for technical 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，
etc. for COn-trade mark the two Parties.
2.8 Party B grants Party A the rignt to use Party B’s trade mark， and use the
combinedtrade，mark of both parties or mark the wouding ’production according to
Licensor’s Licence’on the Contract Produets.
Article 3 Price of the Contract
3.1 price of the Contract shall be calculated on Royalty in accordance with the
content and scope sipulated in Artice 2 to the Contract and shall be paid in___________.
3.2 Royalty under the Contract shall be paid from__________ months after the the date
ofcoming into effect of the Contract in terms of Calendar Year. The date of settling
accountsshallbe 31，December of each year.
3.3 Royalty at the rate of__________ % (___________percent ) shall be Calcuated in
terms ofnet Selling Price after the Contract Products are sold in this year，the Contract
Products which not sold shall not be included.
3.4 The report of the selling quantity， net selling amount of the contract Products
andRoyalty which should be paid in last year shall be submitted to Party B in written
form by Party A within 10 (ten) days after the date of settling accounts to Royalty. The
specific methods which calculatenet selling amountand Royalty are detailed in Appendix 3
to the Contract.
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
thereon has been paid Party A shall be entitled to take ppropriate erdit for such
overPay-mentagainst royalties thereafter accruing.
3.7 If Party B demand to audit the accounts of Party A，it shall notice Party A within
l0(ten) days after receiving the written notice of Party A in accordance with Article
3.4 of the Contract.The speeific content and procedure of auditing accounts are
detailed in Appendix 4 tothe Contract.
Article 4 Couditions of Payment
4.1 Royalty stipulated in Section 3 to the Contract shall be effected by Party A to
arty Bthrough the Bank____________(here it is the business Bank of Party A， and the Bank
_________(here it is the busines Bank of Party B)， payrnent shall be settled in________.
4.2 Party B shall immediately issue the related documents ofter receiving the written
notieesubmitted by Party A in accordance with Artiele 3.4 of the Contract， the Royalty
shall be paid by Party A to Party B within 30(thirty) days after Party A has received the
fol-lowing documents whichare provided by Party B and found them in confoumity with the
stipulations of thContract.
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 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
PartyA`s factory to explain the drawings and technical documents and to provide teehnical
servise indesigning.manufacturing， adjustment，inspection and maintenance of the
Contracted Pro-duet so to eheble Party A to use， as fast as possible， home materials
and raw components without affeeting the properties of the Products so manufactured.
5.1.2 Party B shall twice send it’s specialists to Party A’s factory to provlde
technicalservice for a total of 30 working days man.
5.l.3 The first technical service sha1l start in the sixth month after the Contrayt
comesinto effect. Party B shall send a specialist to Party A’s factory to provide
technical service for 12 working days/man.
5.1.4 The second technical service shall start during the verification of the
CortractedProduets.Parth B shall send a specialist to Party A’s factory to provide
technical servicefor18 working days/man.
5.1.5 Party B shall， for its specialists， bear their travelling expensee. ParthA
shall be responsible for Boarding and lodging and affording the means of conveyance from
the lodgingplace to the factoty.
5.2 Technical Training
5.2 1 Party B shall 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
and know-how supplied by Party B toproducethe same products in the Contract Factory.
Party B shall do its best to arrange for Party A’s Personnel to visit the majorusers
and the manufacturing Process of the components from other countries of the Contracted
5.2.2 Party A shall send twice its technical personnel to Party B’s factory for
training， andthe total number of the participants shall not exceed 320 days/man
(excluding the inter-preter).
5.2.3 The first training shall be from the third to the fourth month after the
Contract comes into effect. There shall be 4 technical persons and an interpreterto be
sent to party B for training for 16o working days/man (5 days week). The training shall
cover the design of the Contracted Products and manufacturing technology.
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
working 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， lodging 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 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 shal1 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
6.4 If the technical documents are foumd 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
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
Article 7 Verification and Acceptance
7.1 The Verification Test on the first 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 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 Verification 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 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 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，
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 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 the 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 stipulated 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 improvements 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 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 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 and 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 contract 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 delivering 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 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 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
compensate Party A with ... percent of the total Contract price according to Concredt
circumstances. Ifthe responsibility lies with Party A， Party a shall pay the total
Contract price in accordancewith the stipulations.
Article 10 Confidentiality
10. 1 All drawings， designs， specifications and all other technical information
made available under this Contract by Party B shall be kept strictly confidential by
Party A who.shall not sell， transfer or divulge it in any manner to anyone except
those of its own employ-ees who will be using it in the manufacture of the Products，
without prior written consent ofParty B. Party A may. however，supply such technical
information to its subcontractor to the extent necessary for such subcontractor to
manufacture parts of Contract Products，pro-vidingthat Party A shall have such
subcontractor agree， in writing， to hold suchnical information strictly in confidence.
10.2 ln case any part (s) or all of the above-mentioned technical information have
been madepublic by Party B or any third party. Party A shall be thus released form the
responsi-bilityfor keeping secret the part(s) or all of the technology already published.
10.3 after the termination of the Contract， Party A shall have the rigbt to use
theatents supplide by B， i. e. Paryt A shall still have the right to design，
manufacture，use，and export Contract Products.
Article 11 Infringement
11.1 Party B guarantees that it is the legitimate owner of the Patent to the
stipulations of the Contract， and that it is lawfully in a position to transfer the
Patent to Party A. of accusation of infringing the rights of a third party occurs，
Party B shall be responsible for the matter and fully the legal and
economicresponsibilities trising therefrom
11.2 A complete list of Party B’s patents and patent applications relevant to
Contrarct Product are specified in Appendixl to the Contract. Within one month after the
Contract has comeinto force Party B shall despatch to Party A two photostat copies of
the letters patentsand patent application(s).
Article l2 Taxes and Duties
12.1 AIl taxes， customs duties and other excises arising in connection with the
perfor-mance of the Contract outside the territory of Party A’s country shall be borne
12.2 In the execution of the Contract， any income made by Party B within the
territory of China shall be subject to taxation according to the tax laws of the People`s
Republic of China.
Article l3 Force Majeure
13.1 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，
or other events agreed upon between both parties， the term for the execution of the
Contract may be extenede by a period equal to that affected by the event(s).
13.2 The involred party shall notify the other party by telex or cable within the
shortest possible time of the occurrence of the Force Majeure event and within l4 days
thereaftersend by registered airmail to the other party a certificate issued by the
relevant competent authori- ties for confirmation by theother Party.
13.3 should the Force Majeure event last more than one hundred and twenty(120)con-
secutive days，both， parties shall settle the question of further exccution of the
Contract through friendly negotiations as soonas possible.
Article l4 Arbitration
14.1 All disputes arisint from the execution of or in connection with the Cotract
shallbesettled through fricndly consultations between both parties. In case no settlement
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
thearbitration tribunal of theStockholm Chamber of Commerce in accordance with the
statutes of the said tribunal.
14.3 The arbitration award 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
under arbit ra-tion.
Article 15 Applicable law
This Contract shall be governed by the laws if the People’s Republic of China as tothe
interpretation and performance of the Contract.
Articl l6 Duration
16.1 The Contrant os signed on May 8， 1993， by authorized represenatives of botb
after the Contract has been signed， the two parties shall apply to their resPective
the managing onstructure of the parties or government authorities for apPrval. The date
of ap-proval last obtained shall be taken as the date of effectiveness of the Contract.
Both partfies shallexert their best efforts to obtain the approval within sixty (60)
says and inform the oth-er party by telex and thereafter confirm the same by letter. If
the COntract can not come into affect within six (6) months after the date of signing，
both parties are entitlid to consider themselves absolved from the Contract.
16.2 Tbe Contract shall be valid for ten (10) years beginning from the date of its
be-comingeffective， and shall become null and void automatically upon the expiry of the
validity period of the Contract.
16.3 THe termination of this contract shall not affect in any way the outstanding
claims and the liabilities
existing between the two parties upon the expiry of the validity of the Contractand
the debtor shall be kept liable until he fully pays up his debts to the creditor.
The Contract is made out in Chinese and in Englsh. In case of doubt as to
theinterpreta-tion of any provisions gerof， the Chinese version shall be controlling.
Party A :_________________ Party B:___________________