Sample technology transfer contract for reference

TECHNOLOGY TRANSFER AGREEMENT
(No:..../HĐCGCN)
 

Today, day…….month…….year……. At …………………………………….. We include:
Transferring party: (party A)

- Business name: ………………………..………………………..………………………..…………..
- Head office: ………………………..………………………..………………………..…………………
- Phone: ………………………..………………………..……………………………………………..

- Tax code: ………………………..………………………..……………………………………………
- Account number: ………………………..………………………..………………………………………….
- Representative is: ………………………..………………………..………………………..…………………..

- Position: ………………………..………………………..………………………………………………
- According to power of attorney number (if any): ………………………..………………………..…………………..

Transferee: (party B)

- Business name: ………………………..………………………..…………………………………..
- Head office: ………………………..………………………..…………………………………………
- Phone: ………………………..………………………..…………………………………………….

- Tax code: ………………………..………………………..………………………..………………….
- Account number: ………………………..………………………..………………………..………………..
- Representative is: ………………………..………………………..…………………………………………….

- Position: ………………………..………………………..………………………..……………………..
- According to power of attorney number (if any): ………………………..……………………………………………..

Both parties commit to the following terms:

Article 1: Subject of transfer ⁽¹⁾

- Name (invention, utility solution, trademark, technological know-how):

- Technology features:

- Results of technology application:

- Basis for transfer (protection title number, if any):

……………………………………………………………………………………………………………….

……………………………………………………………………………………………………………….

……………………………………………………………………………………………………………….

 Article 2: Quality, technological content

- What standards does the technology meet?

- Description of technology content and features:

……………………………………………………………………………………………………………….

……………………………………………………………………………………………………………….

……………………………………………………………………………………………………………….

Article 3: Scope and duration of transfer

- Scope: Exclusive or non-exclusive? In which territory to use?

- Transfer term: As agreed upon by both parties in accordance with the term for which the transferred object is protected (if any).

Article 4: Technology transfer method ⁽²⁾

Article 5: Location and progress of transfer

1. Location:

……………………………………………………………………………………………………………….
2. Progress:

……………………………………………………………………………………………………………….

Article 6: Technology warranty period

……………………………………………………………………………………………………………….

……………………………………………………………………………………………………………….

Article 7: Technology transfer price and payment method

- Transfer price: …………………………………………………………………………………………
- Payment method: ……………………………………………………………………………….

Article 8: Scope and level of confidentiality of the parties

……………………………………………………………………………………………………………….

……………………………………………………………………………………………………………….

……………………………………………………………………………………………………………….

Article 9: Obligation to protect technology of the transferor and transferee

……………………………………………………………………………………………………………….

……………………………………………………………………………………………………………….

……………………………………………………………………………………………………………….

Article 10: Acceptance of technology transfer results

……………………………………………………………………………………………………………….

……………………………………………………………………………………………………………….

……………………………………………………………………………………………………………….

Article 11: Improvement of transferred technology of the transferee

Any improvements made by the transferee to the transferred technology remain the property of the transferee.

Article 12: Transferring party's commitment to training human resources to implement transferred technology

- Quantity: ………………………………………………………………………………………………….
- Time: ………………………………………………………………………………………………….
- Training costs: …………………………………………………………………………………………...

Article 13: Rights and obligations of the parties

1. Transferring party

- Commit to being the legal owner of the transferred technology and that the technology transfer will not infringe on the industrial property rights of any other third party. The transferring party is responsible, at its own expense, for resolving any disputes arising from the transfer of technology under this contract.

- Have an obligation to closely cooperate and help the transferee against any infringement of property rights from any other third party.

- Register technology transfer contract.

- Pay technology transfer tax.

- Have the right/not to transfer the above technology to a third party within the territory specified in this contract.

2. Transferee

- Commitment that the quality of products manufactured using the transferred technology is not lower than the quality of products produced by the transferor. The quality assessment method is agreed upon by both parties.

- Pay transfer fee according to contract.

- It is not allowed/permitted to transfer the above technology to a third party.

- Note the origin of transferred technology on the product.

- Register the contract (if agreed).

Article 14: Modification, suspension or cancellation of the contract

The contract may be amended or supplemented upon the written request of one of the parties and signed in writing by the legal representatives of the parties. The amended and supplemented terms take effect from the time they are amended.

The contract is terminated in the following cases:

- Expiry date stated in the contract.

- Industrial property rights are suspended or canceled.

- The contract cannot be performed due to force majeure causes such as: natural disasters, strikes, demonstrations, rebellions, wars and similar events.

Article 15: Liability due to breach of contract ⁽³⁾

Any party that violates the contract must pay a penalty and compensate the other party for all damages according to the provisions of...

Article 16: Law governing contracts

This contract is governed by the laws of the country...

Article 17: Arbitration

Any disputes arising from this contract must be resolved first through negotiation and conciliation. In case of failure to resolve, the parties have the right to appeal to international arbitration at...

DArticle 18: Implementation provisions⁽⁴⁾

The contract is built on the basis of equality and voluntariness. Both parties commit to properly and fully implement the terms of this contract.

The contract is made into... (copy) in English... (copy) in Vietnamese with equal validity. Each party keeps... (copy) for execution.

Note:

(1) In case technology is a subject of industrial property rights protection, the transfer of technology ownership rights must be carried out together with the transfer of industrial property rights in accordance with the provisions of intellectual property law.

(2) Could be:

- Transfer of technology documents.

- Train the technology recipient to master and master the technology within the time limit specified in the technology transfer contract.

- Appoint technical consultants to the technology recipient to put the technology into production with technology quality and product quality meeting the targets and progress specified in the technology transfer contract.

- Other transfer methods agreed upon by the parties.

(3) Handling violations of technology transfer contracts

- Sanctions applicable to organizations and individuals violating technology transfer contracts include:

+ Penalties for violations;

+ Compensation for damages;

+ Compulsory performance of the contract;

+ Temporarily suspend contract performance;

+ Suspension of contract performance;

+ Cancel the contract;

+ Other measures agreed upon by the parties that are not contrary to basic principles of Vietnamese law, international trade practices, and international treaties to which the Socialist Republic of Vietnam is a member.

- In case of non-fundamental violation of a technology transfer contract, the sanction of temporary suspension of contract performance, suspension of contract performance or cancellation of the contract shall not be applied, unless otherwise agreed by the parties.

- The parties may agree to limit the level of liability for damages for breach of the technology transfer contract, unless otherwise provided for by law.

The application of sanctions specified in Clause 1 of this Article is carried out in accordance with the provisions of law.

(4) Technology transfer contracts on the List of technologies restricted from transfer will only take effect after a competent state agency grants a Technology Transfer License.