技術(shù)開(kāi)發(fā)協(xié)議-英文版

1、Technology Development (Commission) ContractEntrustingParty(PartyA): XXXX Co., LTD MalaysiaLocation: _Legal Representative:_ _Project Contact Person:_Contact Information:Address:_Tel: _ Fax: _Email: _Entrusted Party (Party B):Hean information technology Co., LTD Henan ChinaLocation: _Legal Represent

2、ative: _Project Contact Person: _Contact Information: _Address: _Tel: _ Fax: _Email: _In the Contract, Party A entrust Party B to research and develop_ Project. The R&D fund and remuneration shall be born byParty A. Party B accepts the entrustment and hereby conducts the R&D work. Inaccordan

3、ce with the Contract Law of the Peopl e s Republic of China, and on the principle of reality and mutual agreement through negotiations on the basis of equality, the following articles are reached and abided by the two parties:Article 1The requirements of the R&D project in the Contract1. Technic

4、al Objective:_2. Technical Content:_3. Technical Method and Strategy:_Article 2Party B shall submit the R&D plan to Party A within_ days after thisContract comes into effect. The plan should include the following content:1_2_3_4 _Article 3Party B shall accomplish the R&D work according to th

5、e following schedule:1_2_3 _Article 4 Party A shall provide the following technical data and cooperation to Party B:1. Technical Data List:_2. Delivery Date and Manner:_3. Other cooperation matters:_After the performance of the Contract, the above technical data shall be handled by the following way

6、s:_Article 5 Party A shall pay the R&D fund and remuneration according to the following terms:1. The total amount of the R&D fund and remuneration is _.Including: (1) _；(2) _；(3) _；(4) _。The payment shall be made by Party A to Party B based on_ (one-timecalculation, installment payment or ro

7、yalty payment). The detailed payment mode and date are as following:(1) _(2) _(3) _(4) _3. The information of Party B s Bank Name, Bank Address and account number is asfollowing:Bank Name: _Bank Address: _Account Name: _4.With the two parties confirmation, Party A shall pay the R&D fund andremun

8、eration to Party B by means of the profit sharing which is generated from theR&D achievements. Party B has the right to check Party A s relevant accounts in themanner of _.Article 6The R&D fund shall be used by Party B in the form of _. Party Ahas the right to inspect Party B s R&D work

9、and the utilizationR&Dfundof by themeans of _, but Party A should avoid disturbing the normal work of Party BArticle 7 Any changes occurred in the Contract shall be confirmed in a written form through the negotiation of the two parties. Under the following circumstances, one party may submit the

10、 request for modification of the rights and obligations stipulated in the Contract, and the other party shall make a reply within _days. If it fails to reply within the time limit, the request shall be regarded as being accepted.1._；2._；3._；4._。Article 8 Party B shall not transfer part of or the ent

11、ire of the R&D work stipulated in the Contract to the third party without the consent of Party A. But under the following circumstances, Party B may transfer part of or the entire of the R&D work stipulated in the Contract to the third party without the consent of Party A.1._；2._；3._；4._。The

12、 detailed content of the R&D work which Party B may transfer includes_Article 9 As for the liability for risks involved in a failure or partial failure in research and development caused by insurmountable technical difficulties under the current technology and condition occurring in the process

13、of performance of the Contact, it shall be undertaken by the two parties in accordance with the following stipulations:_Confirmed by both parties, the technical risk stipulated in the Contact shall be assessed in the manner of _. The main content of the technical riskassessment shall include its exi

14、stence, scope, degree, loss and so on. The technical risk assessment should have the following basic conditions:1. The project mentioned in the Contract is difficult enough for the present technologic level;2. Party B subjectively commits no fault and the failure of research and development is consi

15、dered by experts as reasonable.Once one party discovers that the situation is likely to cause a failure or partial failure in research and development, the Discoverer shall inform the other party of the situation within _days and take appropriate measures to reduce losses. Ifone party fails to infor

16、m the other party in due time and take appropriate measures and as a result the losses are aggravated, the responsible Party shall bear the liability for the aggravated part of the losses.Article 10 In the performance of the Contract, the technology which is the object of a research and development

17、has been made public by others (including the form of patent). One party shall notify the other party to rescind the Contract within _days. If one party fails to inform theother party in due time and as a result the other party other party has right to claim compensation for its losses. s losses occ

18、ur, theArticle 11 Mutually confirmed, the two parties shall undertake the following obligations of maintaining confidentiality stipulated in the Contract:Party A1. Content of confidentiality (including technical information and operation information)_ _2. Secret related personnel:_3. Term of confide

19、ntiality_4. Responsibility over confidential information disclosure:_Party B1. Content of confidentiality (including technical information and operation information)_ _2. Secret related personnel:_3. Term of confidentiality_4. Responsibility over confidential information disclosure:_Article 12 Party

20、 B shall submit the R&D achievements to Party A in the following format:1. The delivery method and quantity of the R&D achievements:_2. Delivery date and place:_Article 13 Confirmed by both sides, Party A shall adopt the following standards and methods to examine and accept the R&D resul

21、t accomplished by Party B_Article 14 Party B shall guarantee that the research and development achievements delivered to Party A shall not infringe the legitimate right and interests of any third party. If a third party alleges that the use of such achievements by Party A infringes any rights of ano

22、ther party, Party B shall_Article 15 Confirmed by the two parties, the R&D achievements and the adscription of the relevant intellectual property right generated from the Contract shall be settled by the _method.1._(Party A, Party B, Both) has or have the right to apply for the patentright.The u

23、se and the relevant allocation of benefits after obtaining the patent right are as following:_2. Settled in the form of technical secret. The profit caused from the use and transfer of the adscription of patent right shall be dealt by the following ways:(1) The right to use technical secret: _(2)The

24、 right to transfer technical secret: _(3) The method for allocation of the relevant benefits: _The adscription of intellectual property right in the Contact shall be prescribed by the two parties as following:_Article 16 Party B shall not transfer the research and development achievements to a third

25、 party without authorization before Party B delivers the technical achievements to Party A.Article 17 The R&D staff of Party B who has accomplished the Contract project shall have the right to be named as such in the document related to the technological achievements and the right to receive cer

26、tificates of honor and awards.Article 18 The owner of the property rights of equipments, supplies and data procured with the funds of research and development is_(Party A, Party B, both parties).Article 19 With the two parties confirmation and on the request of Party A, Party B shall provide technic

27、al guidance and training to the personnel designated by Party Aor provide the technical service related in the application of the research and development achievements after the delivery of the R&D achievements.1. The content of technical service and guidance:_2. Place and mode: _3.Expense and p

28、ayment mode: _Article 20 With the two parties confirmation, either party breaches the Contract and thereby causes a standstill, delay or failure in research and development work, the responsible Party shall undertake the responsibility according to the following stipulations:1. If Party _ breaches A

29、rticle _ in the Contract, the responsible party shall pay pursuant to_(methods for computing the amount of breach of contract damages and the compensation for losses).2. If Party _ breaches Article _ in the Contract, the responsible party shall pay pursuant to_(methods for computing the amount of br

30、each of contract damages and the compensation for losses).3. If Party _ breaches Article _ in the Contract, the responsible party shall pay pursuant to_(methods for computing the amount of breach of contract damages and the compensation for losses).4. If Party _ breaches Article _ in the Contract, t

31、he responsible party shall pay pursuant to_(methods for computing the amount of breach of contract damages and the compensation for losses).5. If Party _ breaches Article _ in the Contract, the responsible party shall pay pursuant to_(methods for computing the amount of breach of contract damages an

32、d the compensation for losses).Article 21 With the two parties confirmation, Party A has the right to take use of the research and development achievements provided by Party B in accordance withthe stipulation in the Contract to make follow-up improvement. Thereby the new technologic achievements wi

33、th the feature of substantial or creative technology progress and its right adscription shall be shared by _(Party A, Party B, the twoParties). The detailed allocation of the related benefits shall be as follows:After the accomplishment of the R&D works stipulated in the Contract, Party B has th

34、e right to take use of the research and development achievements to make follow-up improvement. Thereby the new technologic achievements with the feature of substantial or creative technology progress shall be owned by _(Party A, PartyB, the two Parties). The detailed allocation of the related benef

35、its shall be as follows:_Article 22With the confirmation of the two Parties, within the validity of theContract, Party A shall designate_as Party A s project contact person. Party B shall appoint _ as Party B s project contact person. The contact person shall undertake the following responsibilities

36、:1_2_3_If any changes of the contact person occur, one party shall inform the other party based on written materials in due time. If one party fails to promptly inform the other party, it shall be held responsible for any influence or damage caused by the untimely notification during the performance

37、 of the Contract.Article 23 With mutual confirmation, one party can notify the other party to cancel the Contract under the following conditions which make the performance of the Contract unnecessary or impossible.1. Because of Force Majeure or technical risks:2_3_Article 24 Any dispute arising from the performance of the Contract shall be settled through negotiation and mediation. In case no settlement is reached, the dispute shall be settled by the following_ method.1Submitting to _Arbitration Commission for arbitration;2Bringing an accusation to the People s Court according to the law.