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This contract is signed on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.

One party is _ _ _ _ _ _ _, hereinafter referred to as Party A. ..

One party is _ _ _ _ _ _ _, hereinafter referred to as Party B. ..

Whereas Party B owns the proprietary technology for producing the contract products and has the right and willingness to transfer the technology to _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.

Whereas _ _ _ _ _ _ Company wishes to use the proprietary technology owned by Party B to produce, sell and export the contract products.

Entrusted by _ _ _ _ _ _ _ _ _ _, Party A and Party B, through friendly negotiation, agree to sign this know-how contract according to the following terms. This contract is signed by _ _ _ _ _ _ _ Company and Party B. ..

The first definition

1. 1 know-how, which originally refers to the production of contract products, all production technologies and processing technologies required by Party A and owned and provided by Party B.. Production technology and processing technology include all design, manufacturing and operation drawings and technical data, manufacturing technology, production procedures and production technical details.

1.2 Contract products refer to _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ..

1.3 technical data refers to all "know-how" required for manufacturing the contract products, as well as all relevant design and manufacturing drawings, processing technologies and process documents used by Party B in the process of manufacturing the contract products. See Annex II to the Contract for details.

1.4 The evaluation product refers to the contract product produced and manufactured by Party A using the proprietary technology and special equipment provided by Party B ... This product has been confirmed to meet the technical requirements and standards specified in Annex I to this contract.

1.5 process documents refer to all processing methods, processing means, process cards, process drawings, process cards and other complete sets of materials required for the production of contract products. See Annex II to the Contract for details.

1.6 process specification refers to the principles that must be followed in the whole production and processing process of contract products.

Article 2 Contents and Scope of the Contract

2. 1 Party B agrees to transfer to Party A, and Party A agrees to obtain the know-how of the contract products from Party B. Party A can use Party B's know-how and main equipment to produce qualified contract products in Party A's factory. Product specifications, models, output, technical conditions and technical standards are detailed in Annex I to this contract.

2.2 Party B shall provide Party A with all complete process documents and materials for producing the contract products in Party A's factory, which can correctly guide the production of the contract products. See Annex II to the Contract for details.

2.3 Party B shall provide all technical standards and data.

2.4 All proprietary technical data provided by Party B to Party A for producing the contract products in Party A's factory must be complete technical data.

2.5 While Party B provides technology to Party A, it also provides and selects key equipment necessary for Party A to produce the contract products. Please refer to the equipment import contract for the specific requirements and specifications of these equipment. The delivery provisions and delivery methods of the equipment contract shall be implemented in accordance with the provisions of the equipment contract. See "Production Equipment Import Contract" for details.

2.6 In order to ensure the production of the contract products, Party B agrees that Party A will use some domestic equipment in China to produce the contract products together with the equipment provided by Party B ... For details, please refer to Annex 3 of this contract.

2.7 Party B shall train technical personnel for Party A in Party B's factory according to the conditions and requirements specified in Annex 4 to this contract, so as to ensure that the trained personnel can master these proprietary technologies and produce the contract products.

2.8 Party B shall send qualified experts to Party A's factory for technical guidance and service according to the conditions specified in Annex 5 to this contract.

Article 3 Price

3. 1 According to the contract content and scope stipulated in Article 2, the total price of the know-how of the contract products provided by Party B includes factory design drawings, all manufacturing drawings, process documents, technical services and technical training, etc. , is _ _ _ _ _ _ _ _. Among them, the technology transfer fee is _ _ _ _ _ _ _ _ _ USD, and the investigation and training fee is _ _ _ _ _ _ _ _ _ _ USD.

3.2 The price of the above contract is fixed, including all the technical data delivered to _ _ _ _ _ _ as stipulated in Article 2 of this contract. This price includes all expenses of other obligations undertaken by Party B in this contract.

3.3 All expenses in this contract shall be calculated and settled in US dollars.

3.4 The total price of the equipment import contract is USD. Specific implementation measures shall be implemented in accordance with the provisions of the equipment contract.

Article 4 Payment and Payment Conditions

4. 1 All expenses under this contract shall be paid by M/T remittance. Party A pays through _ _ _ _ _ _ _ _ _ _ bank, and Party B pays through the designated foreign bank. All bank charges incurred in China shall be borne by Party A, and all bank charges incurred outside China shall be borne by Party B. ..

4.2 The total price is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.

4.2. 1 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

(1) According to the provisions in Annex II of this contract, Party B shall deliver all technical documents within two months after the contract comes into effect. Technical document delivery list and technical document delivery by air in quadruplicate.

(2) Party B declares that according to the provisions of Annex II to this contract, the original confirmation letters of all technical documents shall be delivered within two months after the contract comes into effect.

(3) One original and one copy of the sight draft.

(4) Four commercial invoices with the amount of _ _ _ _ _ _ _ _.

4.2.2 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

4.2.3 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

(1) Commercial invoice with the amount of _ _ _ _ _ _ _ USD in quadruplicate.

(2) The contract product acceptance certificate signed by both parties is in duplicate.

(3) One original and one copy of the sight draft.

4.3 The total equipment contract price is USD (in words), and the payment and payment method shall be implemented according to the equipment contract.

Article 5 Delivery of Technical Documents and Equipment

5. 1 party b shall deliver the technical documents to party a according to the contents and delivery date specified in annex 2 to this contract.

5.2 The delivery of equipment and equipment technical documents shall be carried out in strict accordance with the delivery provisions of the equipment contract.

5.3 Within two working days after each batch of technical data is shipped, Party B shall notify Party A of the date of shipment, quantity, number and weight of packages, air waybill number, contract number, flight number and estimated arrival time by telephone, and send the following documents to Party A by registered airmail:

(1) One original and four copies of the air waybill.

(2) Detailed list of technical documents in triplicate.

5.4 All technical documents shall be delivered to Party A in Beijing by special personnel, and the date of receipt by Party A shall be regarded as the actual delivery date.

5.5 If the technical documents delivered by Party B are lost, short or damaged on the way, Party B shall provide them to Party A free of charge in the shortest time, but no later than 20 days after Party A's notice.

5.6 The technical documents and materials shipped by Party B shall be packed firmly, suitable for long-distance transportation, repeated loading and unloading, and waterproof and moisture-proof. The following contents shall be marked in English on each packing box shipped:

(1) ContractNo.: _ _ _ _ _ _

(2) Consignee: _ _ _ _ _ _

(3) marks and numbers: _ _ _ _ _ _

(4) Destination: _ _ _ _ _ _

(5) Shipper: _ _ _ _ _ _

(6) Weight: _ _ _ _ _ _ _

(7) PackageNo./PackageNo.: _ _ _ _ _ _

5.7 Each packing box is attached with a detailed packing list in duplicate.

Article 6 Modification and improvement of technology

6. 1 If the technical materials provided by Party B are not suitable for Party A's production conditions, such as design standards, material standards and requirements, process equipment and other production conditions, Party B has the responsibility to assist Party A to make corrections, and both parties will confirm the revised parts.

6.2 During the validity period of this contract, if there is any improvement and development in the technical content and scope stipulated in this contract, both parties shall provide the other party with the improved and developed technology free of charge.

6.3 The ownership of the improved and developed technology belongs to the party that improved and developed the technology, and the other party may not apply for a patent or transfer the developed and improved technology to a third party.

Article 7 Inspection and acceptance of products

7. 1 In order to ensure the correctness, reliability and advancement of the manufacturing technology of the contract products provided by Party B, the technicians of Party A and Party B shall jointly inspect and accept the contract products in the factory according to the provisions of Appendix 6 "Inspection and Acceptance" of this contract;

7.2 According to the provisions of Article 2 of this contract, the technical conditions, technical standards and production drawings of the products shall be taken as the acceptance basis of the contract products. The technical documents and materials of the products are detailed in Annex I to this contract.

7.3 After the products are qualified, the representatives of both parties shall sign the acceptance certificate in quadruplicate, with each party holding two copies.

7.4 If the acceptance fails to meet the requirements specified in this contract, both parties shall negotiate amicably, study and analyze the reasons, take measures to eliminate the defects, and conduct a second acceptance.

7.5 If it is Party B's responsibility to fail the first examination, Party B shall send experts to participate in the second or third examination and acceptance. All expenses shall be borne by Party B. If it is the responsibility of Party A, all expenses shall be borne by Party A. ..

7.6 If the second interview still fails to meet the qualification requirements, if it is the responsibility of Party B, Party B must compensate Party A for the direct losses caused thereby. And asked to take measures to eliminate defects and participate in the third assessment. If it is the responsibility of Party A, all losses shall be borne by Party A. ..

7.7 If the third inspection is still unqualified, if it is the responsibility of Party B, Party B shall bear all losses caused thereby. Party A has the right to terminate the contract and claim compensation from Party B according to Article 8. If it is the responsibility of Party A, both parties shall negotiate on the further implementation of this contract.

Article 8 Warranties and Claims

8. 1 Party B guarantees that the technical documents provided to Party A are mature, reliable and up-to-date technical documents actually used by Party B, and that any new and improved technical documents are provided to Party A in time within the validity period of the contract.

8.2 Party B guarantees that the technical documents provided to Party A are complete, correct, unified, clear and timely. The relevant provisions are as follows:

Integrity: The technical documents provided by Party B shall include all technical documents and materials specified in Annex II to this contract. There must be no omissions.

Correct: There are no errors in the technical documents provided by Party B. The products manufactured by Party A according to the technical documents provided by Party B are qualified products.

Unity: The technical data provided by Party B shall have unified symbols, unified standards and unified specifications, and there shall be no contradiction.

Clarity: The drawings, curves, characters and symbols of technical documents shall be clear, definite, legible and unambiguous.

Timely: The delivery date of technical documents shall not be later than the delivery date specified in Annex II to this contract.

8.3 If the technical documents delivered by Party B do not conform to the provisions of Article 8.2, Party B shall send the technical documents to Party A free of charge according to the provisions of Article 8.2 within 30 days after receiving the written notice from Party A. ..

8.4 Party B shall be responsible for the installation and debugging of the equipment it provides to Party A, and finally ensure that it meets the technical requirements and processing quality.

8.5 If the equipment provided by Party B for Party A does not meet the requirements of Article 8.4, Party B shall be responsible for replacing and re-debugging until it meets the requirements.

8.6 If the delivery of any batch of technical documents is later than the delivery date specified in Annex 2 to this contract, Party B shall pay Party A according to the following provisions from the day after the delivery date:

The penalty for late delivery 1-4 weeks is 0.1%of the total contract price;

If the delivery is delayed for 6-8 weeks, the penalty for each delay 1 week is 0. 15% of the total contract price.

If the delivery is delayed for more than 8 weeks, the liquidated damages shall be 0.2% of the total contract amount every 65,438+0 weeks;

However, the total amount of the above fines shall not exceed 5% of the total contract price.

8.7 When Party B is fined according to the provisions of Article 8.6, it does not exempt Party B from the obligation to continue to deliver technical data.

8.8 If Party B fails to submit the technical documents for more than 4 months, Party A has the right to terminate the contract. In this case, Party B must return all the money paid by Party A plus annual interest 10% to Party A as soon as possible. No later than 30 days after Party B receives Party A's notice to terminate the contract.

8.9 According to Article 7 of this contract, if Party B fails to pass the acceptance inspection for three times due to Party B's responsibility, and Party B still fails to eliminate the defects within the extended time agreed by both parties, Party A has the right to terminate the contract. Party B shall return all the money paid by Party A together with 65,438+00% annual interest to Party A within the time specified in Article 8.8, and bear all the losses caused to Party A therefrom.

Article 9 Infringement

9. 1 Party B guarantees that Party B can legally and have the right to transfer the know-how of the contract products to Party A without interference and accusation from any third party. In case of interference and accusation from a third party, Party B shall be responsible for negotiating with the third party and bear all legal and economic responsibilities and losses.

9.2 After the termination of this contract, Party A still has the right to continue to use the proprietary technology and all technical documents provided by Party B to produce the contract products.

Article 10 Taxes and fees

10. 1 All taxes and fees incurred outside Party A due to the performance of this contract shall be borne by Party B. ..

10.2 the income obtained by party b in China due to the performance of this contract must comply with the tax laws of China, and the income obtained by foreign enterprises in China shall be taxed according to the tax laws of China. The tax paid by Party A will be deducted from the total payment when Party B pays the contract price, and the original certificate will be issued by the China tax authorities to show that the tax has been paid.

Article 1 1 Arbitration

1 1. 1 All disputes arising from the execution of this contract shall be settled by both parties through friendly negotiation. If negotiation fails, both parties agree to submit the dispute to arbitration.

1 1.2 The arbitration place shall be the arbitration institution of China Council for the Promotion of International Trade, and the arbitration procedure shall be conducted in accordance with the procedures of the arbitration institution of China Council for the Promotion of International Trade.

1 1.3 The arbitral award is final and binding on both parties. Both parties shall abide by it.

1 1.4 Both parties shall continue to implement the part that is not affected by arbitration, except for the part that is arbitrated during the arbitration process.

Article 12 Force Majeure

12. 1 Force Majeure: Force Majeure factors, such as war, severe flood, fire, typhoon, earthquake and other force majeure factors agreed by both parties.

12.2 the responsible party in case of force majeure shall notify the other party by telex or telegram as soon as possible, and within 14 days after the event, send the certification documents issued by the relevant government agencies to the other party by registered airmail for authentication.

12.3 force majeure affects the execution of the contract. If the accident lasts for more than 20 days, both parties shall negotiate the further implementation of the contract through friendly negotiation as soon as possible.

Article 13 Effective termination of the contract and others

13. 1 After the contract is signed by the representatives of both parties, both parties apply to their respective governments or judicial institutions for approval, and the final approval date of one party is the effective date of the contract. Both parties shall do their best to obtain approval within 60 days, notify each other by telex or telegram, and then confirm by registered airmail.

13.2 this contract is written in Chinese and English, and each party holds 1 copy.

13.3 both parties agree that all communication related to the execution of this contract shall be conducted in Chinese or English. Any formal notice should be sent by registered mail in duplicate.

13.4 The validity period of this contract is 60 months after Party A produces and manufactures qualified contract products with the proprietary technology and equipment provided by Party B. When the contract expires, it will automatically become invalid without going through any formalities.

13.5 Upon the expiration of this contract, the creditor's rights and debts incurred by both parties are not affected by the expiration of this contract, and the debtor shall continue to pay the outstanding debts to the creditors.

13.6 Annexes to this contract 1 to 6 are an integral part of this contract and have the same effect as the text of this contract.

13.7 any change, modification, addition or deletion of the terms of this contract shall be agreed by both parties through consultation, and a written document shall be signed by their respective representatives, which is an integral part of this contract and has the same effect as other terms of this contract.

13.8 all technical documents and materials related to this contract are written in English.

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