How to write Patent Exclusive License Agreement Template 2022
Exclusive patent implementation license contract means that the assignee enjoys the right to use the patented technology stipulated in the contract within the specified scope. Neither the assignor nor any third party may have the right to use the patented technology within the scope at the same time. the right to use this patented technology. According to this contract, the patentee allows the licensee to enjoy the exclusive right to use its patent within a certain period and geographical scope, and the licensee pays the patentee royalties according to the agreed amount.
Patent exclusive license contract (agreement) template
span>Signing time: _______________________
Signing location: _______________________
Contract number: ____________________________
Directory
First definition
Article 2 Contract Scope
Article 3 Contract Price
Article 4 Payment Conditions
Delivery and Improvement of Article 5 Information
Article 6 Infringement and Warranty
Article 7 Taxes
Article 8 Dispute Resolution
Article 9 Contract Effectiveness and Others
Attachments
Attachment 1: Name, content and application status of patent information (omitted)
Attachment 2: Models, specifications and technical parameters of contract products (omitted)
Annex 3: Starting time and calculation method of royalties (omitted)
Attachment 4: Contents and methods of audit by the transferor (omitted)
Text
____Country________ City, ________ Company (hereinafter referred to as the "Transferee") is one party, ____Country________ City_____________ Company (hereinafter referred to as the "Transferer") is the other party Party;
Given that the transferor is _________ technology holder of the patent;
In view of the fact that the assignor Have the right and agree to _____________The right to use, manufacture and sell the patented technology is granted to the transferee;
Whereas the transferee hopes to use the transferor's patented technology to manufacture and sell products;
The authorized representatives of both parties agree to sign this contract in accordance with the following terms through friendly negotiation.
First definition
1. "Patented technology" refers to the technologies listed in Appendix 1 of this contract technology, this technology has been approved by the China Patent Office on ____, month ____, and has obtained patent rights. Its patent number is __________.
2. "Transferor" refers to ___ _Country________ City________ company, or the company’s legal representative, agent and property successor.
3. "Transferee" means_ ___State________ company, or its legal representative, agent and successor.
4. "Contract product" refers to the contract attachments Products listed in 2.
5. "Contract factory" refers to the factory that produces contract products. The factory is located in _________ city, _________ province, and its name is __________ factory.
6. "Net sales price" refers to the contract The sales invoice price of a product is the balance after deducting packaging fees, transportation fees, insurance premiums, commissions, commercial discounts, taxes, purchased parts and other expenses.
7. "Patent Information" refers to this contract Relevant information listed in Annex 1.
8. "Contract Effective Date" refers to this Date of last party approval by the relevant authorities of both parties to the contract.
Article 2 Contract Scope
1. The transferee agrees to obtain it from the transferor, and the transferor agrees to the direction The transferee grants the rights to design, manufacture and sell the contract products. The name, model, specifications and technical parameters of the contract products are detailed in Appendix 2 of this contract.
2. The transferor grants the transferee _ The licensing right of ___ country to design and manufacture the contract products, use, sell and export the contract products. This right is non-exclusive and non-transferable.
3. The transferor is responsible for providing the transferee with the patent information of the contract products, including the name, content, application status and patent number of the patent. For detailed information, please see the attachment to this contract. 1.
4. During the execution of the contract, If the transferee needs the transferor to provide technical services or some parts or raw materials required for production, the transferor is obliged to provide them to the transferee at the best price, and the two parties will negotiate and sign a contract separately.
5. The transferor agrees to the transferee’s right to use its trademark in the contract The products can use the joint trademark of both parties or be marked with the words "manufactured under the license of the transferor".
Article 3 Contract Price
1. In accordance with the content and scope stipulated in Article 2, this contract uses a commission method to calculate the price, and the currency of valuation is US dollars.
2. The calculation time for the commission fee in this contract starts from the ____ month after the effective date of the contract, and is calculated on a calendar year basis. December 31st of each year is the settlement day for royalties.
3. The commission fee is calculated based on the net sales price of the contracted products in the current year, with a commission rate of ____%. If the contracted products are not sold, the commission fee shall not be calculated.
4. Within 10 days after the royalties settlement date, the transferee shall submit to the transferor the sales volume and sales volume of the contracted products in the previous year in the form of written notice. Net sales and royalties payable. The specific calculation methods of net sales and royalties are detailed in Appendix 3 of this contract.
5. If the transferor needs to check the transferee When auditing the accounts, the transferee shall be notified within 10 days after receiving the written notice issued by the transferee in accordance with the provisions of paragraphs 3 and 4. The specific audit content and procedures are detailed in Appendix 4 of this contract.
Article 4 Payment Conditions
1. The royalties specified in Article 3 of this contract shall be transferred to the transferee The party will pay to the transferor through ____ Bank (here is the business bank of the transferee) and ____ Bank (here is the business bank of the transferor), and the currency used in the payment is US dollars.
2. The transferor receives the transferee’s Relevant documents shall be issued immediately after the written notice is issued in accordance with the provisions of Article 3, Paragraphs 3 and 4. The transferee shall pay the royalties to the transferor within 30 days after receiving the following documents issued by the transferor and upon verification and verification. ：
A. Royalty fee calculation in quadruplicate ;
B. Commercial invoice in quadruplicate;
C. Sight draft in duplicate.
3. According to the provisions of this contract, if the transferor needs to pay fines or compensation to the transferee, the transferee has the right to obtain from the above It will be deducted directly from the payment.
Article 5 information Delivery and Improvement
1. The transferor shall The provisions of Appendix 2 of the contract provide the transferee with the name and content of the patent information, as well as the transferor’s application for a patent with the ____ Patent Office.
2. The transferor shall deliver the patent information specified in Article 5, Item 1 to the transferee at the same time as signing the contract. (Note: Since the patent information is readily available, the assignor is required to submit it when signing the contract.)
3. During the validity period of the contract, if both parties improve and develop the technology involved in the contract products, they shall provide the improved and developed technical data to each other free of charge.
4. Improvement and development of technology, the ownership of which belongs to the party that improves and develops it , the other party shall not use these technical data to apply for patents and transfer them to third parties.
Article 6 Infringement and Warranty
1. The transferor guarantees that it is the legal holder of all patented technologies and patented materials in this contract and has the right to transfer them to the transferee. If a third party accuses of infringement during the execution of the contract, the transferor shall The party is responsible for negotiating with third parties and assumes all legal and economic responsibilities arising therefrom.
2. The transferor guarantees that the patents involved in this contract are valid and legal during the execution of the contract. If the patent expires prematurely due to the transferor's reasons, the transferor shall transfer the patent to After the expiration, the fees paid by the transferee shall be reimbursed to the transferee, and interest shall be added at an annual interest rate of ____%, and shall be repaid to the transferee together with the principal.
3. During the validity period of the contract, the transferor shall pay the patent on time in accordance with the relevant regulations of the patent office of the country where the transferee is located. Maintenance fees to keep the patent valid.
4. During the execution of the contract, if the legal nature of the patent involved in this contract changes, the transferor shall immediately notify the transferee of this situation in writing, and then the two parties will negotiate the implementation of this contract.
Article 7 Taxes
1. The government of _________ shall levy the transferee’s expenses related to the execution of this contract in accordance with its current tax laws. All taxes and fees shall be borne by the transferee.2. All taxes and fees levied by the _________ country government on the transferor and related to the execution of this contract shall be borne by the transferor in accordance with its current tax laws.
Article 8 Dispute Resolution
1. Occurring due to the execution of this contract or related to this contract All disputes shall be resolved through friendly negotiation between the two parties.
2. If the two parties cannot reach an agreement through negotiation, it shall be submitted to the arbitration institution of _________ country or the relevant court of __________________ country for settlement. If it is resorted to arbitration, it shall be settled by the _____________ Arbitration Commission of _________ country. The arbitration shall be conducted in accordance with the Interim Rules of Arbitration Procedure of the Association; if it is through litigation, it shall be heard by the court where the transferee is located in accordance with the relevant laws of that country.
3. The arbitration award or court judgment is final and binding on both parties.
4. The arbitration fees or litigation fees shall be borne by the losing party.5. During the process of handling the dispute, except for the part where arbitration or litigation is ongoing Except for this, other parts of the contract will continue to be executed.
Article 9 Contract Effectiveness and Others
1. This contract is signed by the authorized representatives of both parties on _________year___month_____. Each party shall apply to its relevant authorities for approval respectively, and finally The date of approval by one party shall be the effective date of this contract. Both parties shall make their best efforts to obtain approval of the contract within 90 days, and then notify the other party by telex and confirm by letter.
2. If this contract still fails to take effect 6 months from the date of signature, both parties have the right to cancel the contract. Once this contract is canceled, the transferee shall return the patent materials specified in Article 5 to the transferor.
3. The validity period of this contract is ____ years from the effective date of the contract. This contract will automatically expire after the validity period expires.
4. After this contract expires, if the patents involved in the contract are still valid, the assignee The party shall not continue to use this patent. If it needs to continue to use it, it shall renew the contract with the transferor; after the expiration of this contract, if the patent involved in the contract also expires, the transferee may continue to use this patent without requiring the transferor to party shall pay any fees.5. The period of this contract When the contract expires, the outstanding claims and debts issued by both parties will not be affected by the expiration of the contract, and they should continue to perform their respective responsibilities.
6. During the execution of the contract,Any changes, modifications, additions or deletions to its terms must be negotiated and agreed upon by both parties and signed in writing.
is an integral part of the contract and has the same effect as the contract.
7. This contract consists of Article 1 to Article 1 It consists of nine articles and Annexes 1 to 4. The main body of the contract and the Annexes are inseparable parts and have the same legal effect.
8. This contract is written in English. Both parties Hold two copies of each. During the validity period of the contract, both parties shall negotiate in English, and formal notification shall be in writing and sent by registered airmail in duplicate. The legal addresses of both parties to the contract are as follows:
A. Accepted Transferor: ____________________ Company
Address: ______ Guo______ City______ Street
Electric Transmission: ____________________________
Fax: ____________________________
B. Transferor: ____________________ Company
Address: ______ Street, ______ City, ______ Country
Telefax: ____________________________
Fax: ____________________________
Transferee:____________________
Address ：_______________________________
Postal code: _______________________
Telephone: _______________________
Telex: _______________________
Representative (Signature): ______________
_______year _______month______day
Transferor ：____________________
Address: __________________
Postcode: _______________________
Telephone: _______________________
Telefax: _______________________
Representative (Signature): ______________
_______year_______month______day
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