合同编号：YT-FS-1532-89
技术出口合同范本(完整
版)
Clarify Each Clause Under The Cooperation Framework, And Formulate It According To The Agreement Reached By The Parties Through Consensus, Which Is Legally Binding On The Parties.
互惠互利共同繁荣
Mutual Benefit And Common Prosperity
技术出口合同范本(完整版)
备注：该合同书文本主要阐明合作框架下每个条款，并根据当事人一致协商达成协议，同时也明确各方的权利和义务，对当事人具有法律约束力而制定。文档可根据实际情况进行修改和使用。
contract for equipment sales and technology licensing
contract no. ____
this contract (hereinafter referred to as the “contract”) is made and entered into as of ____ (the date of signature ) in ____ (the place of signature) through friendly negotiation by and between _____, a company incorporated and existing under the laws of ____ with its registered address at ---------------------------------_______, and with its principal place of business at _______ (hereinafter referred to as the “buyer”), and ____, a company incorporated and existing under
the laws of the people’s republic of china with its registered address at ---------------------------------_______, and with its principal place of business at _______(hereinafter referred to as the “seller”).
whereas, the buyer desires to engage the seller to provide the equipment, related design, technical documentation, technical service and technical training and to obtain from the seller a license of patent and/or know-how in relation to the erection, test run, commissioning, performance test，operation and maintenance for the equipment, as well as manufacture of the contract products. now it is hereby mutually agreed as follows:
article 1 definitions
1.1 “acceptance ”means the buyer accepted the equipment in accordance with article 11.5.
1.2 “commissioning”means the operation of the equipment in accordance with article 11.4 for the purpose of carrying out performance test.
1.3 “contract” means this contract signed by and between the buyer and the seller, including appendices attached which shall form an integral part of this contract.
1.4 “contract products” refers to all types of the products manufactured with patent and/or know-how under the contract, details of which are specified in appendix 1.
1.5 “destination airport”refers to _____airport.
1.6 “effective date of the contract” means the date when the contract enters into force upon fulfillment of all the conditions stated in article 18.1.
1.7 “equipment”means the equipment, machinery, instruments, spare parts and materials supplied by the seller as listed in appendix 3.
1.8 “erection” means placing the equipment to the positions according to the design drawings, and connecting it with relevant equipment and utilities.
1.9 “improvement” refers to new findings and/or modifications made in the validity period of the contract by either party on patent and/or know-how in the form of new designs, formulas, recipes, ingredients, indices, parameters, calculations, or any other indicators.
1.10 “job site” means the site where the equipment shall be located and/or erected, namely ____.
1.11 “know-how”refers to any valuable technical knowledge, data, indices, drawings, designs and other technical information, concerning the erection, test run, commissioning, performance test，operation and maintenance for the equipment as well as manufacture of the contract products, developed and owned or legally acquired and possessed by the seller and disclosed to the buyer by the seller, which is unknown to either public or the buyer before the date of effectiveness of this contract, and for which appropriate protection measures have been taken by the seller for keeping know-how in secrecy. the specific description of know-how is set forth in appendix 3.
1.12 “last shipment” means the shipment with which the accumulated invoice value of
shipped goods has reached ____ ( ) percent of the total equipment price.
1.13 “patent” refers to any and all of the effective patent rights possessed by the seller and licensed to the buyer under the contract in connection with the erection, test run, commissioning, performance test,operation and maintenance for the equipment, as well as manufacture of the contract products, the no. and list of which are set forth in appendix 3.
1.14 “performance test” means the tests for examining whether the equipment is able to meet guarantee figures specified in appendix 1.
1.15 “technical documentation” means the technical indices and data, specifications, drawings, processes, technical and quality standards, and other documents carrying the descriptions and explanations of patent, know-
how and other technical information, in connection with the erection, test run, commissioning, performance test，operation and maintenance for the equipment, as well as manufacture of the contract products, to be provided by the seller as listed in appendix 4.
1.16 “technical service”means the technical instruction, assistance and guidance rendered by the seller as per appendix 6.
1.17 “technical training ”means the training rendered by the seller as per appendix 7.
1.18 “test run” means the initial run of
a single machine or the whole system of the equipment without materials.
1.19 “warranty period” means the period of the warranty given by the seller as specified in article 1
2.2, during which the seller is
responsible for the defects of the equipment as per article 12.
article 2 scope of the contract
2.1 the seller’s obligation
2.1.1 the seller shall supply the equipment, provide the design, technical documentation, and conduct the technical service and technical training, and grant the buyer a right to use the patent and/or know-how as set forth in the contract.
2.1.2 the seller shall supply the equipment which is listed in appendix 3, the specification is detailed in appendix 1.
2.1.3 the seller shall provide design in accordance with appendix 5, and submit to the buyer the technical documentation listed in appendix 4.
2.1.4 the seller shall conduct the
technical services at the job site as per appendix 6.
2.1.5 the seller shall conduct the technical training as per appendix 7.
2.2 the buyer’s obligation
2.2.1 the buyer shall at his own costs and expenses, provide the seller with all information and data concerning the design as per appendix 2. the buyer shall ensure the completeness, correctness and accuracy of all such information and data.
2.2.2 the buyer shall at his own costs and expenses, obtain all necessary import permits, undertake customs clearance, take delivery of the equipment to be supplied by the seller and transport them to the job site in time.
2.2.3 the buyer shall at his own costs and expenses, perform all the civil works,
construction, erection, test run，commissioning and performance test in accordance with the technical documentation under the technical services rendered by the seller as per appendix 6.
2.2.4 the buyer shall at his own costs and expenses, supply all the equipments, spare parts and facilities required, except for the equipment supplied by the seller as per appendix
3.
2.2.5 the buyer shall at his own costs and expenses, provide the qualified and appropriate technical personnel, labor, tools, utilities and the job site in time for erection, test run, commissioning, and performance test as specified in appendix 2.
2.2.6 the buyer shall at his own costs and expenses, perform necessary administration and
security guard at the job site.
article 3 grant of license
3.1 the seller agrees to grant to the buyer and the buyer agrees to obtain from the seller a license to manufacture the contract products as well as to conduct erection, test run, commissioning, performance test, operation and maintenance for the equipment with patent and/or know-how as well as to use and sell the contract products. the name, model, specification, and technical data of the contract products are detailed in appendix 1. the buyer shall not make use of patent and/or know-how for any purposes other than those stipulated in the contract without prior written approval from the seller. the annual output of the contract products manufactured by the buyer shall in no case exceed _____.