技术转让协议.doc

Sample 技术转让协议Technology Transfer AgreementBetween PM Manufacturing Co., Ltd. and EC Auto Spare-parts Corp.This Agreement made by and entered into between PM Manufacturing Company, Ltd., a company organized under the laws of Italy, having its seat at 682 Monica Avenue, Rome, Italy (hereinafter called “the Licensor”) and EC Auto Spare-parts Corporation, a company incorporated under the laws of Egypt, having its registered office at 1236 Saleem Street, Cairo, Egypt (hereinafter called “the Licensee”) WITNESSETHWHEREAS, the Licensor owns the technical know-how in the design, construction, manufacturing and testing of Sensor Modules for automobiles;WHEREAS, the Licensor is continuing to develop technical information and manufacturing know-how in relation to such Products;WHEREAS, the Licensor declares that he is the exclusive owner of the technical know-how and Trademarks relating to the design, construction, manufacturing and testing of Sensor Modules for automobiles;WHEREAS, the Licensee desires to obtain from the Licensor the aforesaid technical information and know-how; and WHEREAS, the Licensor is willing to furnish to the Licensee such technical information and know-how on the terms and conditions hereinafter set forth.IT IS HEREBY AGREED AS FOLLOWSArt. 1 Definitions1.1 For the purposes of this Agreement the terms under-mentioned shall have the following meanings:1.1.1 The term “Agreement” means this Technology Transfer Agreement Between PM Manufacturing Co., Ltd. and EC Auto Spare-parts Corp.1.1.2 The term “Products” means the products specified in Annex 1 to this Agreement.1.1.3 The term “Trademarks” means the registered trademark “Zegma” as well as any other trademark owned by the Licensor on the Products.1.1.4 The term “Components” means any assembled or unassembled parts of the Products.1.1.5 The term “Manufacturing Programme” means the programme established in Annex 2 to this Agreement.1.1.6 The term “Net Selling Price” means the gross selling price of the licensed Products as invoiced by the Licensee in fair value transactions during the currency of this Agreement less trade and quantity discounts granted by the Licensor, insurance premium, packing and transportation charges and customs duties and taxes actually incurred and paid by the Licensee in connection with the delivery of the Products.1.1.7 The term “Effective Date” means the date on which this Agreement is duly executed by the parties hereto.1.1.8 The term “Associate” means any natural or legal person who possesses 20%-50% of the registered capital of either party to this Agreement.Art. 2 Supply of Technical Information, Know-how and Assistance2.1 The Licensor hereby agrees to provide, on the terms and conditions stated under Articles 3 to 6 of this Agreement, the technical information, know-how and assistance necessary for the Licensee to assemble and manufacture the Products in accordance with the Manufacturing Programme.2.2 The Licensor hereby further agrees to transfer to the Licensee the technical information and know-how concerning improvements made by the Licensor during the term of this Agreement in the design, construction, manufacture and testing of the Products.Art. 3 Supply of Technical Information3.1 The Licensor hereby agrees to furnish to the Licensee the technical information such as drawings, specifications, publications, engineering data, quality and performance standards, trade secrets and any other items of technical information concerning the Products in accordance with the following schedule:3.1.1 The Licensor shall supply to the Licensee the technical information set out in Section A of Annex 3 hereto within three months from the Effective Date, on condition that the Licensor receives in Italy the payment of the first installment of the lump sum set forth under Article 13.2 hereof.3.1.2 The Licensor shall supply to the Licensee the technical information set out in Section B of Annex 3 hereto six months before the end of Stage A of the Manufacturing Programme, on condition that the Licensor receives in Italy the payment of the second installment of the lump sum set forth under Article 13.2 hereof.3.1.3 The Licensor shall supply to the Licensee the technical information set out in Section C of Annex 3 hereto six months before the end of Stage B of the Manufacturing Programme, on condition that the Licensor receives in Italy the payment of the third installment of the lump sum set forth under Article 13.2 hereof.3.2 In the event of any inaccuracy being discovered by the Licensor in any technical information furnished by the Licensor to the Licensee, or in the event that the Licensee notifies the Licensor of any inaccuracy existing in such technical information, the Licensor shall promptly notify the Licensee of the correction to be made to such inaccuracy.Art. 4 Supply of Technical Know-how and Assistance4.1 In addition to the technical know-how contained in the technical documentation described under Article 3 hereof, the Licensor shall transmit orally to the Licensee the manufacturing know-how and furnish to the Licensee the technical assistance that the Licensor deems necessary for the Licensee to implement the Manufacturing Programme by training the Licensees personnel at the Licensors manufacturing plant, and by dispatching, if and when so required, the Licensors technical personnel to the Licensees manufacturing plant, on the terms and conditions set out in Articles 5 and 6 hereof.4.2 All employees or representatives of either party hereto, while at a manufacturing plant of the other party or of a subsidiary or Associate of the other party for purposes relating to this Agreement, shall comply with all reasonable rules and regulations established by such other party, subsidiary or Associate.4.3 Each party shall indemnify and hold harmless the other party and any of the other partys subsidiaries or Associates from any and all claims or demands arising from damage to equipment or other property or from injury to or death of any person resulting from work performed by any employee or representative of the indemnifying party, while such employee or representative is at the office or plant of the other party or any of the other partys subsidiaries or associates for the purpose of this Agreement.Art. 5 Training of the Licensees Personnel5.1 Personnel designated by the Licensee shall be given adequate opportunities to study the methods of manufacture of the Products at the manufacturing plant of the Licensor or of any of the licensees of the Licensor, and to discuss the production design, process of production and testing practices with the Licensors appropriate engineers.5.2 The number of the Licensees personnel shall not exceed 5 each time and the total man-days of a year worked out by multiplying each such personnel number by the number of days spent in the plant and totaling the man-days of each time thus worked out, shall not exceed 250 man-days in each year.5.3 The Licensee shall advise the Licensor in advance, in writing, of the names, occupations, qualifications and proposed length of stay of such personnel, in order to provide the Licensor with ample time to prepare for such visits.5.4 The travel and living expenses and all other possible expenses for such personnel of the Licensee shall be borne by the Licensee.Art. 6 Dispatch of Technical Personnel6.1 When and if requested in writing by the Licensee, the Licensor shall send to the Licensee, subject to the availability of personnel and to mutual agreement, one or more qualified engineers, specialists or experts to render technical services and assistance to the Licensee in connection with the assembly and manufacture of the Products, for a reasonable period of time to be agreed upon between the parties hereto.6.2 The Licensee hereby agrees to bear, for each such engineer, specialist or expert, the travel expenses, the living expenses as well as an allowance of US$ 80.00 per day during the period of each such personnel.Art. 7 Manufacture and Assembly of the Products7.1 The Licensee shall follow strictly the designs, drawings, specifications and instructions furnished by the Licensor with respect to the manufacture and assembly of the Products.7.2 In case the Licensee needs to make any changes, improvements of or adaptations to the Products or their manufacture or assembly, he shall inform precisely Licensor of such information and shall not proceed to any such change without Licensors prior consent. Art. 8 Quality Standard of the Products8.1 The Licensee hereby agrees to strictly comply with the Licensors engineering and quality standards for any Product or Component assembled or manufactured by the Licensee.8.2 In case any Product or Component fails to meet the Licensors standards, the Licensor shall assist the Licensee to discover the defects and furnish to the Licensee recommendations for correcting such defects. Such assistance shall be free of charge if provided at a plant of the Licensor in Italy. In case such assistance is to be provided in Egypt, the Licensee shall pay the cost of the dispatch of technical personnel in accordance with the stipulations of Article 6 of this Agreement.8.3 The Licensor shall have the right, from time to time during the currency of this Agreement, to send representatives at his own expense of the Licensor to the Licensees plant and/or offices in Egypt to inspect all of the Licensees operations and to determine the Licensees compliance with the provisions of this Agreement, especially the quality standards.Art. 9 Supply of Components to the Licensee9.1 The Components to be assembled by the Licensee during the first two stages of the Manufacturing Programme shall be supplied to the Licensee by the Licensor in accordance with the general terms and conditions of sale at the current list prices of the Licensor.9.2 The Licensee may, however, buy certain Components which are not manufactured by the Licensor, or any of the Licensors other licensees, directly from a third party or third parties, provided that such Components meet the requirements established by the Licensor. In such a case, the Licensor shall offer the Licensee the necessary assistance in identifying the supplier(s) of such Components and in checking the quality of such Components.Art. 10 Rights to Use the Technical Information and Know-how10.1 Subject to the provisions of this Agreement, the Licensor hereby grants to the Licensee an exclusive and non-transferable right to use in Egypt the technical information and know-how transmitted to the Licensee by the Licensor under Articles 2 to 6 of this Agreement and to manufacture, use and sell the Products in Egypt.10.2 The Licensor hereby grants to the Licensee the non-exclusive right to sell the Products manufactured under this Agreement in the territory of Egypt.10.3 Any export of the Products to countries and/or areas outside the territory of Egypt shall be subject to the Licensors prior written approval.Art. 11 Secrecy11.1 The Licensee shall not, during the currency of this Agreement or thereafter, without the written consent of the Licensor, publish or disclose any technical know-how or information furnished to the Licensee by the Licensor.11.2 The Licensee hereby undertakes, with respect to such confidential information, to take all reasonable precautions to keep such confidential information secret and to disclose it only to the Licensees own employees and only to the extent that such disclosure is essential to the manufacture of the Products.Art. 12 Improvement Made by the Licensee12.1 Subject to Article 7.2 of this Agreement, the Licensee shall immediately communicate with and declare to the Licensor any improvement, modification, further invention or new design that the Licensee may have made or developed with respect to the Products during the currency of this Agreement. The Licensor shall have an unrestricted and irrevocable right, without time limit, to use and permit the Licensors subsidiaries, Associates, other licensees, suppliers to use any such improvement, modification, further invention or new design.Art. 13 Licence Fees and Royalties13.1 In consideration of the respective rights and obligations of the Licensor and the Licensee as provided for in this Agreement, licence fees shall be payable by the Licensee to the Licensor as set forth hereafter in this article.13.2 Lump sum payment of US$30,000,000.00 shall be made by the Licensee to the Licensor in three (3) installments as set forth hereunder: a) the first installment of US$10,000,000.00 shall be paid immediately after the Effective Date of this Agreement. b) the second installment of US$10,000,000.00 shall be paid after the first sale of the Products assembled in accordance with Stage A of the Manufacturing Programme. c) the third installment of US$10,000,000.00 shall be paid after the first sale of the Products manufactured in accordance with Stage B of the Manufacturing Programme.13.3 The Licensee shall pay a royalty of 3% of the Net Sales of all the Products assembled, manufactured and sold by the Licensee during the currency of this Agreement. Such royalties shall be paid to the Licensor by the Licensee within 60 days after the end of each calendar quarter and shall be calculated by multiplying the Net Selling Price by the sales volume achieved within each calendar quarter.13.4 The Licensee shall furnish a written statement to the Licensor covering the Net Sales in each calendar quarter during the currency of this Agreement. Such statement shall be submitted by the Licensee to the Licensor not later than 30 days after the end of each calendar quarter. Such statement shall give details of the Products assembled, manufactured and sold by the Licensee on which royalties are payable under this Agreement and shall also contain such other information as may be required by the Licensor.13.5 All taxes to be levied under the laws of Egypt in respect of royalties paid and/or other payments made by the Licensee to the Licensor shall be for the Licensees account.Art. 14 Use of Trademarks14.1 The Licensor hereby authorizes the Licensee to use, without payment and free of charge, the Licensors Trademarks on the Products assembled and/or manufactured by the Licensee under this Agreement.14.2 The Licensees right to use the Licensors Trademarks shall cease upon expiration or termination, for any reason, of this Agreement.Art. 15 Patent and Trademark Infringement15.1 The Licensor shall, at his own expense, defend all legal actions or claims brought against the Licensee for the infringement of the patent and/or trademark of any third party because of the manufacture and sale of the Licensed Products.Art. 16 Duration of the Agreement16.1 This Agreem