ICC Model Contract International Transfer of Technology
No. #840E
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Help CentreDesigned by the International Chamber of Commerce (ICC), the ICC Model Contract International Transfer of Technology is tailored to non-specialists who are seeking an adaptable contractual framework. The model contract covers situations where a manufacturing company licenses to another company a global package of information and intellectual property rights. The licensee can then also manufacture the products using the licensor’s technology.
The model contract explains in detail what you need to take into account when transferring technology: from anti-trust to tax issues and other pitfalls. As with existing ICC model contracts, the model seeks to balance the interests of the licensor and licensee across a range of industries, and provides comprehensive notes and guidance regarding issues requiring consideration by the parties.
Each ICC Model Contract includes a fully editable version in Microsoft Word, permitting you to easily adapt the contract to your specific case.
FOREWORD
INTRODUCTION
1. WHAT IS A TECHNOLOGY TRANSFER CONTRACT?
2. THE POSSIBLE CONTENTS OF THE CONTRACT
3. THE LICENSOR AS A MANUFACTURER USING THE LICENSED TECHNOLOGY
4. THE OPTION OF LICENSING THE TRADEMARK
5. POSSIBLE BUY-BACK OF PRODUCTS
6. ANTITRUST ISSUES: EC REGULATION 772/2004
7. ENTRY INTO FORCE OF THE CONTRACT.
8. FORCE MAJEURE AND CONFIDENTIALITY
9. APPLICABLE LAW
10. MANDATORY RULES OF THE COUNTRIES OF THE RESPECTIVE PARTIES
11. JURISDICTION AND ARBITRATION
12. TAX ISSUES
13. PRECAUTIONS FOR USE OF THE MODEL FORM
- TRANSFER OF TECHNOLOGY CONTRACT
1. ART. 1 DEFINITIONS
2. ART. 2 GOOD FAITH AND FAIR DEALING
3. ART. 3 ENTRY INTO FORCE OF THE CONTRACT
4. ART. 4 GRANT OF RIGHTS AND LICENSES
4.1. EXCLUSIVE RIGHT TO USE THE LICENSED TECHNOLOGY
4.2. NO TRADEMARK LICENCE
5. ART. 5 TERRITORY AND COMPETITION
5.1. TERRITORIAL LIMITATIONS.
5.2. NON-COMPETITION OBLIGATION
6. ART. 6 OBLIGATIONS OF LICENSOR
6.1. PROVISION OF KNOW-HOW
6.2. PROVISION OF TECHNICAL DOCUMENTATION
6.3. TRAINING AND TECHNICAL ASSISTANCE
6.3.1. TRAINING AT LICENSOR’S PREMISES
6.3.2. TRAINING AND TECHNICAL ASSISTANCE AT LICENSEE’S PREMISES
6.4. PAYMENT OF PATENT FEES
6.5. MANUFACTURING EQUIPMENT
7. ART. 7 OBLIGATIONS OF LICENSEE REGARDING MANUFACTURING OF PRODUCTS
7.1. MANUFACTURING AND ASSEMBLY OF PRODUCTS
7.2. QUALITY STANDARDS
7.3. AUDITS
7.4. LABELLING OF PRODUCTS
8. ART. 8 SUPPLY OF PARTS AND COMPONENTS AND PRODUCTS BETWEEN THE PARTIES
9. ART. 9 PAYMENTS
9.1. LUMP SUM
9.2. ROYALTY
9.3. MINIMUM ROYALTY
9.4. STATEMENT OF ROYALTY
9.5. LICENSOR’S RIGHT TO VERIFY
9.6. TIME OF PAYMENT – DELAYS
10. ART. 10 LICENSOR’S WARRANTIES
10.1. LICENSED TECHNOLOGY WARRANTY
10.2. DISCLAIMER OF OTHER WARRANTIES
11. ART. 11 LIMITATION OF LIABILITY FOR DAMAGES
12. ART. 12 OWNERSHIP OF LICENSED TECHNOLOGY – THIRD-PARTY RIGHTS INFRINGEMENT
12.1. OWNERSHIP
12.2. INFRINGEMENT CLAIMS BY THIRD PARTIES
12.3. INDEMNITY BY LICENSEE
13. ART. 13 REGULATORY MATTERS AND PRODUCT LIABILITY
13.1. REGULATORY MATTERS
13.2. PRODUCT SAFETY AND PRODUCT LIABILITY
14. ART. 14 FURTHER DEVELOPMENT, IMPROVEMENTS AND SUCCESSOR PRODUCTS
14.1. MODIFICATIONS AND/OR IMPROVEMENTS OF PRODUCTS AND/OR LICENSED TECHNOLOGY BY LICENSOR
14.2. MODIFICATIONS AND/OR IMPROVEMENTS OF PRODUCTS AND/OR LICENSED TECHNOLOGY BY LICENSEE
15. ART. 15 CONFIDENTIAL INFORMATION – FORCE MAJEURE – HARDSHIP
16. ART. 16 TERM AND TERMINATION
16.1. TERM OF THE CONTRACT
16.2. TERMINATION FOR BREACH AND IMPORTANT REASON
16.3. TERMINATION FOR BANKRUPTCY OR CHANGE OF CONTROL
16.4. EFFECTS OF TERMINATION
16.5. COOLING OFF
17. ART. 17 RESOLUTION OF DISPUTES
18. ART. 18 APPLICABLE LAW
19. ART. 19 TAXES
20. ART. 20 MISCELLANEOUS
- ANNEXES
1. ANNEX 1 PRODUCTS
2. ANNEX 2 EVENTS TO OCCUR BEFORE THE COMMENCEMENT DATE
3. ANNEX 3 PATENTS
4. ANNEX 4 TECHNICAL DOCUMENTATION
5. ANNEX 5 DESCRIPTION OF THE KNOW-HOW.
6. ANNEX 6 DEFINITION OF THE CONTRACTUAL TERRITORY
7. ANNEX 7 MANUFACTURING EQUIPMENT
8. ANNEX 8 CONDITIONS FOR SUPPLY OF SOFTWARE AND COMPUTER PROGRAMS
9. ANNEX 9 TRAINING AND TECHNICAL ASSISTANCE
10. ANNEX 10 PAYMENTS
11. ANNEX 11 SUPPLY OF PARTS AND COMPONENTS
- APPENDICES
1. APPENDIX I EC REGULATION 772/2004
2. APPENDIX II ICC FORCE MAJEURE CLAUSE 2003
3. APPENDIX III ICC HARDSHIP CLAUSE 2003
4. APPENDIX IV ICC CONFIDENTIALITY CLAUSE 2006
5. APPENDIXV UNIDROIT PRINCIPLES 2004
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