1.
INTERNATIONAL TECNOLOGY TRANSFER Contract
1. Definition
2. Parties to the Contract
3. Main clauses and sample
3.1 Object
3.2 Territory
3.3 Front-end Fee
3.4 Royalties
3.5 Control of transactions
4. Applicable Law
5. Model Contract
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2.
This is a contract to be used by companies for technology
transfer, either through granting rights of industrial ownership
(license of patents and trademarks) or technical assistance and
know how.
In the first case, the industrial property and exclusive rights are
granted, acknowledged and internationally registered, in order
to manufactured and trade products. In the second case, the
contract deals with the transfer of industrial property which has
no international legal recognition, but does have intrinsic value.
1. DEFINITION
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3.
Usually both the Licensor and de Licensee are companies.
For each party, the following has to be included:
• Name of company, full address and nationality.
• Company type: public limited company, limited liability
company, etc.
• Name and position of company representative who signs
the contract.
• Tax ID number of both parties.
2. PARTIES TO THE CONTRACT
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4.
Some of the most important clauses in the International
Technology Transfer Contract are as follows:
• Object
• Territory
• Front-end fee
• Royalties
• Control of transactions
3. MAIN CLAUSES AND SAMPLE
See sample of International Technology Transfer Contract
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5.
“The object of the present Technology Transfer Contract is:
(a) The license to manufacture the products described in Annex of
thepresent contract;
(b) All know-how and technical assistance necessary for the
exploitation of the said patents and the manufacture of the
aforementioned products; and
(c) The use of the trademarks as set out in Annex I, for products
manufactured under license.”
3.1 OBJECT
See sample of International Technology Transfer Contract

6.
3.2 TERRITORY
“The licensed rights of patent, trademark and know-how granted by the
Licensor to the Licensee shall be valid only within the following territory
.................... [insert country o countries].”
“The Licensee shall not exploit the licensed technology, nor shall it sell
products manufactured under license, in countries covered by parallel
patents as set out in Annex of the present Contract for a period of ..........
years as from the date on which the said products were first put on sale in
the territory described in the present Contract.
See sample of International Technology Transfer Contract

7.
“In exchange for the use of the license of patent and
trademark, the Licensee shall pay the Licensor the sum of
..................... as front-end fee. This amount shall be paid
on the signing of the Contract and shall not be returnable.”
3.3 FRONT-END FEE
See sample of International Technology Transfer Contract

8.
“The Licensee shall pay the Licensor royalties of:
Alternative A. ........ % on the price per item of sales to customers, to be
calculated on the net amount as it appears on invoices, not including
additional factors such as packaging, transportation and insurance,
taxes or duties of any other kind.”
Alternative B. The sum of ................... [insert amount and currency] for
each item sold of the licensed product.”
3.4 ROYALTIES
See sample of International Technology Transfer Contract

9.
“The Licensor shall be entitled to inspect the register of transactions
made by the Licensee and their correspondence to the latter’s general
accounting activities. The cost of such inspection shall be borne by
the Licensor, but shall be repaid by the Licensee where the inspection
is prolonged or repeated on account of accounting errors made by
the Licensee or where transactions exceeding ....... % of the amounts
declared by the Licensee are detected.”
3.5 CONTROL OF TRANSACTIONS
See sample of International Technology Transfer Contract

10.
International Law standards are not applied to this type
of Contract.
The parties are free to submit any conflicts regarding the
contract to International Arbitration or to the Laws of
the country of one of the parties. They will normally be
subject to the Laws of the Licensor´s country.
4. Applicable Law
See sample of International Technology Transfer Contract

11.
In order to obtain the model contract in
Word format and the user guide, click on:
International Technology Transfer Contract
5. MODEL CONTRACT
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