合資公司技術(shù)轉(zhuǎn)讓協(xié)議（英文版）Knowhow transfer and technical assistance agreement

1、 know-how transfer and technical assistance agreement between and table of content 1. general provisions.1 2. subject.2 3. general obligations of the company.3 4. general obligations of party a.3 5.consideration.4 6. payment.4 7. indemnification.4 8.improvements.5 9.infringement.5 10.warranties .5 1

2、1.confidentiality.5 12.terms and termination.6 13.governing law.6 14.arbitration .6 15.miscellaneous.7 this know-how transfer and technical assistance agreement (the agreement) is made on this _ day of _, 2006 between (1) , a company established and existing under the laws of italy whose legal addre

3、ss is at via lago di albano, 82, 36015 schio (vi), italy (party a); and (2) co., ltd., a sino-foreign equity joint venture duly incorporated and existing under the laws of the peoples republic of china and having its legal address at no. 208 lang ya tai road, jiaonan, qingdao, shandong province, peo

4、ples republic of china (party b) (collectively, the parties, individually, a party). 1. general provisions 1.1 preliminary statements party a and co., ltd. (“ ”) have entered into a joint venture contract (the jv contract) concerning the establishment of party b. as one of the principal provisions o

5、f the jv contract, party a and over-world agreed that party a would transfer, as capital contribution, to party b certain know-how and provide technical assistance as set forth hereunder. therefore, party a and party b have agreed to enter into this agreement. 1.2 definitions the following terms as

6、used in this agreement shall have the meanings set forth below: (a)“drawings” means the documents containing the design and all the technical specifications of the products to be produced by party b and which must enable party b to entirely produce such products. a sample of the drawings is attached

7、 to this agreement as schedule 1. (b)improvement means any and all improvements, modifications or adaptations to any part of the know-how which might reasonably be of interest to party b or party a. (c)know-how means all know-how, technical information, experience and data relating to the production

8、 and manufacturing of the products which are owned or under the control of party a and which party a is able to make available to party b. (d)products means each machinery listed under schedule 2, as well as each of its parts and components, which party b will be producing and selling based on the d

9、rawings and know how provided by party a. (f)prc means the peoples republic of china. (g)“technical assistance” means all the training activities and other services provided by party a to party b for the performance of the production activities in respect of the products. 1.3headings the headings in

10、 this agreement are for ease of reference only and shall not affect the interpretation of the provisions of this agreement. 2. subject 2.1 know how transfer within ninety (90) days after the establishment of party b, party a will transfer to party b, and party b shall accept, the know-how in direct

11、connection with the production of the products in accordance with the terms and provisions contained in this agreement. party b shall not license the use of the know-how to third parties (licensees) unless otherwise agreed between party a and party b. 3. general obligations of party b 3.1know-how us

12、e party b hereby agrees that it shall not use the know-how except in connection with the production of the products and in accordance with terms and conditions set forth in this agreement, and the jv contract. 3.2drawings (1) the drawings shall be delivered both in electronic format and hardcopy (on

13、e copy of each document), and party b shall take all reasonable precautions to safeguard such documents and all copies thereof. (2)the drawings shall be in english language. 4. general obligations of party a 4.1supply of the know-how within twenty (20) days after the establishment of party b, party

14、a shall start supplying party b with the electronic format and the hardcopy of the drawings to ensure that party b can utilise the know-how and manufacture the products of a quality standard substantially similar to the quality of party as products. the supply of the know-how shall be completed with

15、in ninety (90) days after the establishment of party b. (the timing of the training to be provided in prc may be decided in accordance with the actual production status of party b.) 4. 2 supply of technical assistance (1)party a shall also provide in the prc party b with the services of suitable tec

16、hnicians for totally no less than sixty (60) working days and up to a maximum of eighty (80) working days (each technicians daily assistance/training will be accounted as one working day) when required by party b (such as when the first production is made), to provide instructions and training to th

17、e employees of party b involved in the production operations. party a shall bear all local transportation, hotel and living expenses in the prc of each party as technician who will be providing the technical assistance. the technical assistance shall be provided in english and party b shall procure

18、at its own expenses adequate interpreters. (2)party a shall also provide in italy training to no more than three (3) party bs technicians for totally no less than thirty (30) working days and up to a maximum of forty (40) working days (the working days will be accounted regardless the actual number

19、of trainers and party bs technicians) in the first ninety (90) days after the establishment of party b. party a shall bear all local transportation, hotel and living expenses in italy for each party bs technician receiving the technical assistance. the technical assistance shall be provided in itali

20、an, and party a shall procure at its own expenses adequate interpreters. (3)when technical problems occur to party b during the term of the agreement, party a shall provide, free of charge, the relevant technical consultation and assistance, so as to ensure party b can produce qualified products. 5.

21、consideration party a and party b hereby confirm that the value of the know how and technical assistance shall be united states dollars three hundred fifty thousand (us$350,000) of which: (a) united states dollars two hundred fifty thousand (us$250,000) shall be the consideration for the drawings; a

22、nd (b) united states dollars one hundred thousand (us$100,000) shall be the consideration for the technical assistance provided both in the prc and in italy; 6. payment neither party b nor over-world shall pay the consideration for the know how and the technical assistance. as provided in the jv con

23、tract, the know how and technical assistance shall be contributed by party a as registered capital of party b. 7. indemnification notwithstanding anything to the contrary in this agreement, party a shall be responsible for the accuracy and completeness of the know how and for enabling party b to man

24、ufacture the qualified products, which are technically competitive. moreover, party a agrees to indemnify party b and defend and hold it harmless from and against any and all causes of action, suits and claims asserted or entered against party b in relation to the use of the know how. 8.improvements

25、 if any party makes or acquires any improvement during the term of this agreement, such improvement shall be fully communicated and explained to the other party in confidence, under the condition that a new agreement is entered into, and the relevant consideration is agreed upon. 9.infringement each

26、 party shall promptly inform the other party of any infringement or threatened infringement of the know-how. should party b take action to prevent such infringement, party a shall, at party bs request and expense, render all assistance within its power in connection therewith. 10.warranties party a

27、warrants that it is the legal owner of the know how, industrial property and technical documents on the manufacturing of the products and is not necessary for such transfer to be approved by the government of the country where party a is registered. party a warrants also that the know how transferre

28、d to party b is being used in its own factory and is reliable, advanced, up to date and complete. 11.confidentiality party a and party b shall, during the period of this agreement, maintain in strict confidence all of the know-how which is not and has not become public general knowledge and will not

29、 disclose any of the same except to party bs trusted employees, agents and permitted sub-contractors and permitted licensees, and any disclosure shall be made subject to an express obligation of confidentiality. party a and party b shall also procure that such employees, agents and sub-contractors a

30、nd licensees shall maintain the same in strict confidence and shall not use the same for any purpose except the performance of their duties to party b or under the licenses. party b shall, if requested by party a, but at its own expense, take all appropriate steps to enforce any duty of confidence o

31、wed to it by any employee, agent or sub- contractor (or ex-employee, ex-agent or ex sub-contractor) or any licensee or ex- licensee in so far as such enforcement appears to party a to be necessary for the protection of the confidentiality of the know-how. 12.terms and termination 12.1effectiveness t

32、his agreement shall become effective upon execution by the duly authorised representatives of both parties and shall remain in effect as long as the jv contract is effective, unless terminated early pursuant to the provisions of this agreement. 12.2termination this agreement shall be terminated: (a)

33、 upon a party giving the other party not less than sixty (60) days notice of termination in writing in the event of a material breach of this agreement by the other party; (b)by mutual agreement of the parties; or (c)automatically upon the expiration or early termination for whatever reasons of the

34、joint venture contract. 13.governing law the conclusion, effectiveness, interpretation and performance of, and the resolution of disputes under, this agreement shall be governed by prc law. where there is no applicable provision in prc law governing a particular matter relating to this agreement, re

35、ference shall be made to applicable international commercial practice. 14.arbitration 14.1 all disputes, controversies or claims between the parties that arise from this agreement or are related to this agreement (collectively “dispute”) shall, first of all, be resolved through friendly consultation

36、s. if within thirty (30) days after a party has notified in writing the other party of the existence of such dispute, such dispute is still unable to be resolved through friendly consultations, any party at any time may submit the dispute to the china international economic and trade arbitration com

37、mission (“cietac”) for arbitration by an arbitration tribunal of three (3) arbitrators (“arbitration tribunal”) in accordance with the cietac arbitration rules in force on the date hereof and shall notify the other party of such submission in writing. if any party fails to appoint an arbitrator, suc

38、h arbitrator shall be appointed by cietac. the arbitration proceedings shall be held in shanghai. 14.2 any arbitral award made by the arbitration tribunal shall be final and binding on the parties. 14.3 except where the arbitration tribunal stipulates otherwise, the arbitration costs shall be borne

39、by the losing party. 15.miscellaneous 15.1notice all notices and other communications between the parties with respect to this agreement and all notices and other communications between the parties shall be written in english and chinese unless otherwise agreed between the parties, and shall be pers

40、onally delivered, or sent by facsimile or post (postage prepaid, and if it can be sent by air, shall be sent by airmail) to the address or facsimile number set forth below (or any other address or facsimile number that a party notified the other party from time to time in accordance with this articl

41、e): for c.m.t. s.r.l.: legal address :via lago di albano, 82 schio (vi), italy facsimile number:+39 0445 577364 for c.m.t. over-world machinery (qingdao) co., ltd.: legal address:no. 208 lang ya tai road, jiaonan, qingdao, shandong province, prc facsimile number:+86 _ if personally delivered (includ

42、ing delivery by a professional courier services company), it shall be deemed effectively delivered on the date it is actually delivered to the other party. if sent by facsimile, it shall be deemed effectively delivered on the first business day (i.e. a day on which commercial banks generally open fo

43、r business, excluding saturday) at the locality of the receiving party after the date of transmission, so long as the transmission report indicates that the message was completely transmitted to the receiving partys facsimile number and there is no indication on the transmission report that the mess

44、age received is illegible. if sent by post, it shall be deemed effectively delivered on the tenth (10th) day after the date of posting (using the postmark as the basis). 15.2language this agreement is written in the chinese and english languages. the two language texts have been examined and verifie

45、d by the parties to be identical in all material respects. both language texts shall have equal legal validity. 15.3amendments any amendment or supplement to this agreement after its signature shall be made by way of an amending or supplemental agreement signed by the parties. 15.4waiver unless othe

46、rwise provided for, failure or delay on the part of either party hereto to exercise any right, power or privilege under this agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude exercise of any other right, power or privi

47、lege. 15.5attachments the attachments to this agreement constitute a part of this agreement and have the equal legal force and effect. 15.6signature this agreement shall be signed in three (3) originals of each of the chinese and english language texts. the parties shall each retain one (1) set of the chinese and english originals. one (1) set of the chinese and english originals shall be submitted, if required, to the relev