专利实施许可合同备案工作是国家知识产权局为了切实保护专利权，规范交易行为，促进专利实施而对专利实施许可进行管理的一种行政手段。今天本站 小编为大家准备的是英文版的国际专利许可合同。具体内容如下，仅供参考阅读，希望能帮助到大家!

　　patent license contract

　　（国际专利许可合同）

　　con tract no:

　　conclusion date:

　　conclusion place:

　　index

　　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

　　appendixes

　　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________________.

　　witnessth

　　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

　　thecontract products;

　　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 followindowsg terms have the followindowsg 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

　　products.

　　1.2. ‘contract products’mians the products described in appendis2 annexed hereto，

　　to-gether with all improvements and modifications thereof or developments with respect

　　there-to.

　　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

　　1.9 ‘net selling price’ menans remaining amount of invoice value of the

　　1.l0 ‘the date of coming into effect of the contract’means the date of raification  

　　article2 scope of the contract

　　2.1. party a agrees to acquire from party b and party b agrees to transfer to party a 

　　2.2 party b grants party a the non-exclusive right to design and manufacture 

　　2.3 party b shall be responsible to provide party a with documents relevant to the 

　　2.4 the contract does not cover the patented technology for the parts from other  

　　2.5 party b shall be responsible for the training of party a’s technicl personnel  

　　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，

　　2.8 party b grants party a the rignt to use party b’s trade mark， and use the  

　　3.1 price of the contract shall be calculated on royalty in accordance with the 

　　3.2 royalty under the contract shall be paid from__________ months after the the date  

　　3.3 royalty at the rate of__________ % (___________percent ) shall be calcuated in  

　　3.4 the report of the selling quantity， net selling amount of the contract products  

　　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  

　　3.7 if party b demand to audit the accounts of party a，it shall notice party a within

　　3.4 of the contract.the speeific content and procedure of auditing accounts are  

　　4.1 royalty stipulated in section 3 to the contract shall be effected by party a to 

　　4.2 party b shall immediately issue the related documents ofter receiving the written  

　　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

　　5.1.2 party b shall twice send it’s specialists to party a’s factory to provlde

　　5.l.3 the first technical service sha1l start in the sixth month after the contrayt  

　　5.1.4 the second technical service shall start during the verification of the  

　　5.1.5 party b shall， for its specialists， bear their travelling expensee. partha

　　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 

　　5.2.2 party a shall send twice its technical personnel to party b’s factory for  

　　5.2.3 the first training shall be from the third to the fourth month after the  

　　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 shwindowsg 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

　　technical documents.

　　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

　　measure-ments.

　　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 followindowsg 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

　　10. 1 all drawindowsgs， designs， specifications and all other technical information

　　10.2 ln case any part (s) or all of the above-mentioned technical information have

　　10.3 after the termination of the contract， party a shall have the rigbt to use

　　manufacture，use，and export contract products.

　　11.1 party b guarantees that it is the legitimate owner of the patent to the 

　　patent to party a. of accusation of infringing the rights of a third party occurs，

　　economicresponsibilities trising therefrom

　　11.2 a complete list of party b’s patents and patent applications relevant to

　　12.1 ail taxes， customs duties and other excises arising in connection with the

　　12.2 in the execution of the contract， any income made by party b within the

　　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，

　　13.2 the involred party shall notify the other party by telex or cable within the

　　13.3 should the force majeure event last more than one hundred and twenty(120)con-

　　14.1 all disputes arisint from the execution of or in connection with the cotract

　　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

　　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

　　article 15 applicable law

　　articl l6 duration

　　16.1 the contrant os signed on may 8， 1993， by authorized represenatives of botb 

　　both partfies shallexert their best efforts to obtain the approval within sixty (60)

　　16.2 tbe contract shall be valid for ten (10) years beginning from the date of its

　　validity period of the contract.

　　16.3 the termination of this contract shall not affect in any way the outstanding

　　party a :_________________ party b:___________________

　　by_______________　　　　　by__________________

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