Contract技术引进合同英汉对照样本EC.doc
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1、Contract for Technology LicensingContract No. _This Contract (hereinafter referred to as the “Contract”) is made and entered into as of _ (the date of signature ) in _ (the place of signature) through friendly negotiation by and between _, a company incorporated and existing under the laws of _ with
2、 its registered address at _, with its principal place of business at _ (hereinafter referred to as the “Seller”), and _, a company incorporated and existing under the laws of the Peoples Republic of China with its registered address at _, with its principal place of business at _(hereinafter referr
3、ed to as the “Buyer”). Whereas, the Buyer desires to engage the Seller to provide the Know-How related design, Technical Documentation, Technical Service and Technical Training and to obtain from the Seller a license of Patent and/or Know-how in relation to the Erection, Test Run, Commissioning, Per
4、formance Test,operation and maintenance for the Plant, as well as manufacture of the Contract Products. Now it is hereby mutually agreed as follows:Article 1 Definitions1.1 “Acceptance” means the Buyer accepted the Licensed Plant in accordance with Article 11.5. 1.2 “Commissioning” means the operati
5、on of the Plant in accordance with Article 11.4 for the purpose of carrying out Performance Test.1.3 “Contract” means this Contract signed by and between the Buyer and the Seller, including Appendices attached which shall form an integral part of this Contract.1.4 “Contract Products” refers to all t
6、ypes of the products manufactured with Patent and/or Know-how under the Contract, details of which are specified in Appendix 1.1.5 “Destination Airport” refers to _Airport.1.6 “Effective Date of the Contract” means the date when the Contract enters into force upon fulfillment of all the conditions s
7、tated in Article 18.1.1.7 “Plant” means the equipment, machinery, instruments, spare parts and materials supplied by the Buyer as listed in Appendix 2.1.8 “Erection” means placing the Plant equipment to the positions according to the design drawings, and connecting it with relevant equipment and uti
8、lities.1.9 “Improvement” refers to new findings and/or modifications made in the validity period of the Contract by either party on Patent and/or Know-how in the form of new designs, formulas, recipes, ingredients, indices, parameters, calculations, or any other indicators.1.10 “Job Site” means the
9、site where the Plant shall be located and/or erected, namely _. 1.11 “Know-how” refers to any valuable technical knowledge, data, indices, drawings, designs and other technical information, concerning the Erection, Test Run, Commissioning, Performance Test,operation and maintenance for the Plant as
10、well as manufacture of the Contract Products, developed and owned or legally acquired and possessed by the Seller and disclosed to the Buyer by the Seller, which is unknown to either public or the Buyer before the Date of Effectiveness of this Contract, and for which appropriate protection measures
11、have been taken by the Seller for keeping Know-how in secrecy. The specific description of Know-how is set forth in Appendix 3.1.12 “Last Shipment” means the shipment with which the accumulated invoice value of shipped goods has reached _ ( ) percent of the total Technical Documentation price.1.13 “
12、Patent” refers to any or all of the effective patent rights possessed by the Seller and licensed to the Buyer under the Contract in connection with the Erection, Test Run, Commissioning, Performance Test,operation and maintenance for the Plant, as well as manufacture of the Contract Products, the No
13、. and list of which are set forth in Appendix 3.1.14 “Performance Test” means the tests for examining whether the Plant is able to meet guarantee figures specified in Appendix 1. 1.15 “Technical Documentation” means the technical indices and data, specifications, drawings, processes, technical and q
14、uality standards, and other documents carrying the descriptions and explanations of Patent, Know-how and other technical information, in connection with the Erection, Test Run, Commissioning, Performance Test,operation and maintenance for the Plant, as well as manufacture of the Contract Products, t
15、o be provided by the Seller as listed in Appendix 4.1.16 “Technical Service” means the technical instruction, assistance and guidance rendered by the Seller as per Appendix 6. 1.17 “Technical Training” means the training rendered by the Seller as per Appendix 7.1.18 “Test Run” means the initial run
16、of a single machine or the whole system of the Plant without materials.1.19 “Warranty Period” means the period of the warranty given by the Seller as specified in Article 12.2, during which the Seller is responsible for the defects of the Plant as per Article 12. Article 2 Scope of the Contract2.1 T
17、he Sellers Obligation2.1.1 The Seller shall provide the design, Technical Documentation, and conduct the Technical Service and Technical Training, and grant the Buyer a right to use the Patent and/or Know-how as set forth in the Contract.2.1.3 The Seller shall provide design in accordance with Appen
18、dix 5, and submit to the Buyer the Technical Documentation listed in Appendix 4.2.1.4 The Seller shall conduct the Technical Services at the Job Site as per Appendix 6.2.1.5 The Seller shall conduct the Technical Training as per Appendix 7.2.2 The Buyers Obligation2.2.1 The Buyer shall at his own co
19、sts and expenses, provide the Seller with all information and data concerning the design as per Appendix 2. The Buyer shall ensure the completeness, correctness and accuracy of all such information and data.2.2.3 The Buyer shall at his own costs and expenses, perform all the civil works, constructio
20、n, Erection, Test Run, Commissioning and Performance Test in accordance with the Technical Documentation under the Technical Services rendered by the Seller as per Appendix 6.2.2.4 The Buyer shall at his own costs and expenses, supply all the equipment, spare parts and facilities required. 2.2.5 The
21、 Buyer shall at his own costs and expenses, provide the qualified and appropriate technical personnel, labor, tools, utilities and the Job Site in time for Erection, Test Run, Commissioning, and Performance Test as specified in Appendix 2. 2.2.6 The Buyer shall at his own costs and expenses, perform
22、 necessary administration and security guard at the Job Site.Article 3 Grant of License3.1 The Seller agrees to grant to the Buyer and the Buyer agrees to obtain from the Seller a license to manufacture the Contract Products as well as to conduct Erection, Test Run, Commissioning, Performance Test,
23、operation and maintenance for the Plant with Patent and/or Know-how as well as to use and sell the Contract Products. The name, model, specification, and technical data of the Contract Products are detailed in Appendix 1. The Buyer shall not make use of Patent and/or Know-how for any purposes other
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- Contract 技术引进 合同 英汉 对照 样本 EC
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