Technology
Transfer Agreement (model - Republic of Korea)
THIS
AGREEMENT, made and entered into on ......................... of (
98) ( ) by and between (
), a corporation organized and existing under the laws of (
), having its main office and place of business at ( ) (hereinafter referred to as “Licensor”) and (
), a corporation organized and existing under the laws of the Republic
of Korea, having its main office and place of business at (
), Republic of Korea (hereinafter referred to as “Licensee”).
WITNESSETH
WHEREAS,
Licensor has long been engaged in the
manufacture and sale of ( ) Products (hereinafter referred
to as “the Licensed Products”); and
WHEREAS,
Licensor has acquired and possesses valuable technical information on the
design, manufacture, erection and use of the Licensed Products; and
WHEREAS,
Licensee desires to obtain, and Licensor is willing to grant, the right and
license to manufacture, use and sell the Licensed Products utilizing technical
information furnished by Licensor.
NOW,
THEREFORE, in consideration of premises and covenants hereinafter set forth,
the parties hereto agree as follows :
Article
1. Definitions
As
used in this Agreement, the following terms have the following meanings
respectively;
1. “Licensed
Products” mean as mentioned below. As
to details of the Products, the stipulation of Appendix hereto shall apply.
2. “Technical
Information” means all the technical knowledge, know-how, standard
calculations, data and information developed or otherwise generally used by
Licensor pertaining to the manufacture, use and sale of the Licensed Products.
3. “Contract
Territory” means the territory subject to the Government of the Republic of
Korea.
4. “Industrial
Property Rights” mean any or all rights under patents, utility models and
application therefore presently owned or hereafter acquired by Licensor and/or
which Licensor has or may have the right to control or grant license thereof
during the term hereof and which are applicable to or may be used in
manufacture of the Products. ( )
5. “Licensed
Trademarks” shall mean the trademarks which are specified in Appendix ( ) hereto.
Article
2. Grant of License
1. Licensor
hereby grants to Licensee (an exclusive, a non-exclusive) right to manufacture,
use and sell the Licensed Products using the Industrial Property Rights and
Technical Information furnished by Licensor in the Contract Territory.
2. Licensor
hereby grants to Licensee (an exclusive, a non-exclusive) right to sell the
Licensed Products to any country in the world (except).
Article
3. Sales and Information
1. Upon written
request of Licensee, Licensor shall furnish Licensee with necessary drawings,
technical data and price information on a breakdown basis in order to enable
Licensee to prepare quotations, in so far as such information is currently
available from Licensor.
2. To assist
Licensee in selling the Licensed Products, Licensor will furnish Licensee with
one complete set of current materials generally used for sales promotion, such
as brochures, catalogues and technical data available from Licensor, which
cover the entire range of the Licensed Products.
Article
4. Technical Assistance and Services
1. Licensor
shall supply Licensee with the following data in order that Licensee may
manufacture to the best advantage the Licensed Products without delay.
a) Drawings for designing,
manufacturing and assembling.
b) Specifications.
c) Materials list.
d) General calculation sheet.
e) Data for inspections and trial
operations.
f) Fabrication and assembly procedures.
g) Operating and instruction manuals.
h) Any other necessary technical data
and know-how generally used by Licensor
2. Licensor
shall, by request of Licensee, permit a reasonable number of technical
personnel designated by Licensee to have opportunity to study the design and
manufacture of the Licensed Products at Licensor’s place of business. Licensee shall advise Licensor, in advance,
of the purposes, numbers, names, qualifications and probable lengths of stay of
Licensee’s designated personnel desiring to visit Licensor. Licensor shall arrange to make available
qualified personnel for consultation with, and training of such Licensee’s personnel. Cost for round trips, meals, lodging and
other expenses of Licensee’s personnel despatched for training shall be borne
by Licensee.
3. Upon written
request of Licensee, Licensor shall send to Licensee, subject to availability
to personnel and to mutual agreement, qualified engineers and/or technicians to
render assistance and services to Licensee in connection with the manufacture,
sale and operation of the Licensed Products for a reasonable period to be
agreed upon by the parties hereto, provided, however, that Licensee agrees to
bear the travelling expenses to and from ( ) and living expenses in the Republic of Korea incurred by
any such engineer and/or technicians.
Licensor assures that such engineers and/or technicians are qualified
with professional standards and reasonable skill, and will perform the
assistance and services with care and diligence ( )
Article
5. Improvements
If at any
time during the term of this Agreement one party hereto discovers or comes into
the possession of any improvements or further inventions relating to the
Licensed Products or in connection with the design, manufacture, use and sale
of the same, the party shall furnish the other party with information on such
improvements or further inventions without any delay and free of charge.
Article
6. Payment
1. In
consideration of the Technical Information and the Industrial Property Rights
furnished by Licensor to Licensee hereunder, Licensee shall pay to Licensor the
following royalties in the amount and in the manner specified below.
(a) Initial Payment
Licensee
shall pay Licensor the initial payment in US Dollars equivalent to ( ), Payment of the Initial Payment
shall be made by means of telegraphic transfer remittance within ( ) days from the date of approval of this
Agreement by the authorities concerned, the Government of the Republic of
Korea.
(b) Royalty
( ) percent of net selling price for each
sale of the Licensed Products.
(c) Net selling price shall be the gross
invoice price of the Licensed Products sold or otherwise disposed of by
Licensee in normal, bona fide, commercial transaction without any deduction
other than the following items of expenses, if any, to the extent to which they
are actually paid and included in the gross invoice price.
(1) Sales discount
(2) Sales returned
(3) Indirect taxes on sales
(4) Insurance premium on sales
(5) Packing expenses on sales
(6) Transport expenses on sales
(7) Sales commissions
(8) Advertisement fee
(9) Installation expenses at places
where the Licensed Products are to be used.
(10) CIF price, and import duties of the raw
materials, intermediate goods, parts and other components purchased from
Licensor.
2. For the
supervision and assistance by Licensor under paragraph 3 of Article 4, Licensee
shall pay to Licensor service fees at the rates specified in Appendix (
) within ( ) days after receipt of an invoice from
Licensor.
3. All payments
due under this Article shall be made in (US currency,) strictly in accordance
with this article, converted from Won at the official telegraphic transfer
selling rate of exchange prevailing in Seoul, Korea on the expiry date of the
immediately preceding ( ) month
period of the calculation of the royalties hereunder.
4. All payments
made to Licensor hereunder shall be by means of official telegraphic transfer
remittance, mail transfer remittance, banker’s check or through non-resident
foreign currency deposit account established at bank(s) in ( ) in the name of Licensee and shall be
remitted to the bank designated by Licensor.
Article
7. Supply of component, parts and raw
materials
1. Upon
Licensee’s written request, Licensor shall supply components, parts and raw
materials to Licensee in due time and at reasonable and competitive prices.
2. Licensee
shall open irrevocable Letter of Credit to buy components, parts and raw
materials from Licensor.
Article
8. Records, Auditing and Reports
1. Licensee
shall send its statement of royalties due for the immediately preceding ( ) month period together with full evidences
which Licensor may require, to reach Licensor not later than ( ) days after the expiration of the
immediately preceding ( ) month period.
2. At the time
of remitting the royalties, Licensee shall submit to Licensor a written report
stating the net selling price, overall order price with clients, the number,
and the type of the Licensed Products sold or used by Licensee under this
Agreement during the ( ) month
period ended on 30 June and 31 December each year.
Article
9. Guarantee
1. During the
terms of this Agreement, Licensor shall be responsible for damage resulting
from defective Technical Information and parts furnished to Licensee by
Licensor.
2. Licensor
shall not be responsible for consequential damages resulting from the faulty
application of Technical Information by Licensee.
Article
10. Duration and Termination
1. This
Agreement shall be effective for an initial period of ( ) years from the
effective date of this Agreement.
After the
end of this period, the Agreement shall
expire without notice. The parties may
agree to extend the term of this Agreement, provided, however, that any
extension shall be subject to the necessary approval by the Government of the
Republic of Korea.
2. If either
party hereto continues in default of any obligation imposed on it here in for
more than ( ) days after written
notice has been dispatched by registered airmail by the other party requesting
the party in default to remedy such default, the other party may terminate this
effect by registered airmail to the first party and this Agreement shall
terminate on the date of dispatch of such notice.
In the
event of bankruptcy, receivership, insolvency or assignment for the benefit of
creditors of either party hereto, the other party may terminate this Agreement,
effective immediately by giving the first party written notice to that effect.
Article
11. Use of Trademark and Brand Name
1. Licensor
hereby grants to Licensee, upon the terms and conditions hereinafter specified,
(an exclusive, a non-exclusive), non-assignable licence to use the Licensed
Trademarks during such time as this Agreement subsist in such manner as not to
deceive the public, on and in connection with the Licensed Products. Licensor will not grant a Licence to use the
Licensed Trademarks in the Contract Territory to any other third party in Korea
during the term of this Agreement.
2. Licensee
shall be entitled to use Licensed Trademarks on Licensee’s letter headings,
invoices and all advertising and promotional material in such form and in such
manner as shall be approved at the first consulting in writing with the
Licensor.
3. Each
Licensed Trademark shall be used only after it has been duly registered with
the Patent Office, and after this Agreement has also been duly registered with
the Patent Office.
4. This License to use the Licensed
Trademark is provided on a royalty free basis.
5. If this
Agreement is terminated, Licensee shall immediately cease using the Licensed
Trademark.
Article
12. Patent Infringement
Should any
Licensed Product manufactured by Licensee strictly in accordance with the
Technical Information supplied by Licensor under this Agreement partially or
totally infringe of patent right belonging to the third party which shall make
a claim against Licensee for alleged infringement of such patent right,
Licensee shall immediately by telex inform Licensor thereof and transfer the
claim with all pertinent details to Licensor, who shall be responsible for
handling of the claim and Licensee shall in no respect have any responsibility
for the claim from such party.
Article
13. Secrecy
Licensee
agree that it shall not without prior written consent of Licensor sell, assign
or divulge the Technical Information disclosed and furnished by Licensor
hereunder in any manner to anyone except those of its employees and its
subcontractors who will be using such information in the manufacture and
erection of the Licensed Products.
Article
14. Taxation
Customs
duties, taxes and any similar charges which may be imposed by the Korean
Government with respect to this Agreement shall be borne by Licensee. All other customs duties, taxes and similar
charges which may occur in ( ) as
a result of entering into this Agreement shall be paid by Licensor.
Article
15. Arbitration
Any dispute
arising under or by virtue of this Agreement or any difference of opinion
between the parties hereto concerning their rights and obligations under this
Agreement, shall be finally resolved by arbitration. Such arbitration proceedings shall take place in (Seoul, Geneva)
in accordance with the applicable rules of arbitration of (the Korean
Commercial Arbitration Board, the International Chamber of Commerce), but the
proceedings should take place in the English language. The decision of the arbitration proceedings
shall be final and binding upon both parties.
Article
16. Effective Date
It is
clearly understood and agreed by both parties that this Agreement shall be
deemed effective when all conditions imposed by the Korean Government and the
Government of ( ) shall have been met to the
satisfaction of Licensor and Licensee.
The date of
the letter of such government approval shall become the effective date of this
Agreement. Licensee and Licensor shall
notify in writing to the other party specifying the date of their respective
Government’s approval.
Article
17. Applicable Law
This
Agreement shall be construed and interpreted in accordance with the laws of the
Republic of Korea.
Article
18. Force majeure
Neither
party shall be liable to the other party for non-performance or delay in
performance of any of its obligation under this Agreement due to causes
reasonably beyond its control including fire, flood, strikes, labour troubles
or other industrial disturbances, unavoidable accidents, governmental
regulations, riots, and insurrections.
Upon the occurrence of such a force majeure condition the affected party
shall immediately notify the other party with as much detail as possible and
shall promptly inform the other party of any further developments. Immediately after the cause is removed, the
affected party shall perform such obligations with all due speed unless the
Agreement is previously terminated in accordance with Article 10 hereof.
Article
19. Notices
All
communication notices or the like between the parties shall be valid when made
by telegraph or telex communication subsequently to be confirmed in writing and
addressed to the following addresses.
To
Licensee :
To
Licensor :
Article
20. Language
1. The language
to be used in rendering the Technical Information disclosed and furnished to
Licensee by Licensor under this Agreement shall be in English.
2. The language
for correspondence between the parties and any documentation shall be in
English.
Article
21. Entirety
This
instrument embodies the entire agreement and understanding between the parties
hereto relative to the subject matter hereof and there are no understandings,
agreements, conditions or representations, oral or written, expressed or
implied, with reference to the subject matter hereof that are not merged herein
or superseded hereby. No modification
hereof shall be of any force or effect unless reduced to writing and signed by
the parties claimed to be bound thereby and no modification shall be effected
by the acknowledgement or acceptance of any order containing different
conditions.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives as of the date first above written.
For and on behalf of For and on behalf of
By : By :
Typed name : Typed
name :
Position : Position
:
Note
: This model form of contract is
recommended by the Government of the Republic of Korea.