技術(shù)開發(fā)委托合同(中英文對照)-(2500字).doc

technology development contractcontract no.: p-1309-33date:2013-11-08entrusting party (party a):address:tel: fax:entrusted party (party b):address:tel: fax:party a entrust party b to research and develop technique proposal of smart t/r verification system. party b will develop key circuits verification for the solution and will be in charge of general thought plan.the following articles are reached and abided by the both parties.article 1 definitions 1. 2technical documentations shall mean all the necessary documents to design the solution and all the verification documents that party b will use in designing the solution.1.3 r&d shall mean research and development.r&d1. 4t/rshall mean transmit and receive.t/r1. 5socshall mean system on chip.soc,1. 6asicshall mean application specific integrated circuit.asic,article 2 contents & scopes of contract 2.1 the requirements of the contract solution2.1.1 technical content:(1)design technical proposal;(2)key circuits verification;(3)detailed technical requirements see technique attachment.2.1.2 technical method and strategy:(1)should adopt soc and asic technology;socasic(2) should adopt the smart t/r system to verify the key circuits.2.2 the obligations of both parties 2(1)phase oneeda3)test phase: primary test and consecutive test.(2)phase two: alter the solution according to the first phase results, and start second run.2.2.3with the both parties confirmation and on the request of party a, party b shall provide technical guidance and training to the personnel designated by party a or provide the technical service related in the fulfillment solution after the solution is qualified by the verification circuits.2.2.4 with the confirmation of the both parties, within the validity of the contract, party a shallas party as project contact personas party bs project contact person. if any changes of the contact person occur, one party shall inform the other party based on written materials in due time. if one party fails to promptly inform the other party, it shall be held responsible for any influence or damage caused by the untimely notification during the performance of the contract. 2.3 deliveryparty b shall deliver the contract solution to party a in accordance with the contents as specified in item 2.2.2 of the contract.2.2.22.4 assessment & acceptanceconfirmed by the both parties, party a shall adopt the signed standards and methods to examine and accept the contract solution by party b.2.4.1 to ensure that the contract solution supplied by party b is correct reliable and advanced party a,b shall jointly perform the assessment and acceptance of the technical solution and core circuit in accordance with the provisions of items 2.1-2.3 of the contract and technique attachment. if the technical solution are qualified, both parties shall jointly sign a certificate of acceptance in two copiesone for each party.2.1-2.3.2.4.2 if the solution cannot meet the requirements of the contract, both parties shall hold friendly discussions to analyze the reasons and take measures to correct any defect and prepare for the second assessment and acceptance of the contract solution. if the solution are still not qualified after the second assessment and acceptance and the responsibility lies in party b ,party b shall be responsible for all the losses thus caused, party a shall have the right to terminate the contract and raise a claim against party b according to article 6 if the responsibility lies in party a, both parties shall mutually discuss the further implementations of the contract.62.5 contract technical solution results and related intellectual property ownershipconfirmed by the both parties, the technical solution results and related intellectual property right generated from the contract shall be settled by the following methods.2.5.1 party a has the right to apply for the patents. the use and the relevant allocation of benefits .2.5.2 the profit caused from the use and transfer of the ownership of patent right shall be dealt by the following ways: : :2.5.3 the owner of the physical fixed property which were bought by party b rights of equipments, 2.5.4 with the both parties confirmation, party a has the right to utilize the research and development achievements provided by party b in accordance with the stipulation in the contract to make follow-up improvement. thereby the new technologic achievements with the feature of substantial or creative technology progress and its right adscription shall be shared by article 3 contract price 3.1 according to the contract contents and scopes as specified in article 2, the total price of the contract solution provided by party b including the designs, drawings, technical service and training shall amount to 3.2 the above contract price is fixed and shall include the expenses of all the technical documentation specified in article 2 of the contract. such contract price shall also include the expenses for party b to carry out the other contract obligations of this contract.3.3 all the calculations and payment of expenses of this contract shall be in us dollars.article 4 payment & payment conditions 4.1 initialization expenses after contract signing: party a shall pay eighty thousand dollars to party b; 84.2after the whole primary solution provided by party b is qualified, party a shall pay one hundred and twenty thousand dollars to party b;12;4.3after selecting foundary , party a shall pay one hundred and fifty thousand dollars to party b; 154.4after providing the design solution and simulated results, party a shall pay three hundred thousand dollars to party b;304.5after providing verification circuits and qualified, party a shall pay eight hundred and seventy thousand dollars to party b.,87article 5 infringements and confidentiality 5.1 party b guarantees that the solution supplied by each party without any interference or charge from any third party. in case of any interference or charge from a third party, they shall be handled by each party and the third party. the responsibility and loss, either legally or economically shall be borne by party b.5.2 after termination of the contract term, party a shall still have the right to use the solution and technical documentations to manufacture relevant products.article 6 guarantees and claims 6.1 with the both parties confirmation, either party breaches the contract and thereby causes a standstill, delay or failure in research and development work, the responsible party shall undertake the responsibility according to the following stipulations 2 4 5 10% 6.2 as for the liability for risks involved in a failure or partial failure in research and development caused by insurmountable technical difficulties under the current technology and condition occurring in the process of performance of the contact, it shall be undertaken by the both parties in .confirmed by both parties, the technical risk stipulated in the contact shall be assessed in the shall include its existence, scope, degree, loss and so on. the technical risk assessment should have the following basic conditions (1)the technique mentioned in the contract is difficult enough for the present technologic level; 6.3 once one party discovers that the situation is likely to cause a failure or partial failure in research and development, the discoverer shall inform the other take appropriate measures to reduce losses. if one party fails to inform the other party in due time and take appropriate measures and as a result the losses are aggravated, the responsible party shall bear the liability for the aggravated part of the losses. 5 3 article 7 taxes and duties any tax relating to the implementation of the contract imposed shall be afforded by each party respectively.article 8 force majeure force majeure shall refer to war, flood, fire, typhoon, earthquake and other accidents that both parties mutually agree as force majeure. in case of force majeure, the affected party shall notify by telex or cable the other party of the accident as soon as possible and send by registered air - mail to the other party the evidence issued by the local government within 14 days from the accident. if the implementation is affected by force majeure and the accident lasts for more than 20 days, both parties shall hold friendly discussions as soon as possible with regard to the further implementation of the contract.1420article 9 arbitration , article 10 effectiveness of the contract and miscellaneous 10.1 after this contract is signed by the duly authorized representatives of both parties both parties shall submit the contract to their governments or boards of directors for approval, the date when the later party obtains the approval shall be taken as the effective date of the contract. both parties shall attempt to get the contract approval within 60 days from signing and notify by telex or cable the other party of the approval which is confirmed by the following registered air - mail letter.6010.2 any changes or amendments to the contract cause shall be mutually agreed upon by both parties and signed by duly authorized representatives. such changes or amendments shall be an integralpart of the contract and have the same force as the other clauses.10.3 with