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▌ 文秘范本网 >> 法律论文 >> 英文法律 >> 正文 |
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| Law of the Peoples Republic of China on Technology Contracts (1) | |||||
| 更新时间：2007-5-2 | |||||
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STANDING COMMITTEE OF THE NATIONAL PEOPLE'S CONGRESS LAW OF THE PEOPLE'S REPUBLIC OF CHINA ON TECHNOLOGY CONTRACTS (Adopted at the 21st Meeting of the Standing Committee of the Sixth National People's Congress on June 23, 1987, promulgated by Order No.53 of the President of the People's Republic of China on June 23, 1987, and effective as of November 1,1987) CONTENTS CHAPTER I GENERAL PROVISIONS CHAPTER II THE CONCLUSION, PERFORMANCE, MODIFICATION AND RESCISSION OF TECHNOLOGY CONTRACTS CHAPTER III TECHNOLOGY DEVELOPMENT CONTRACTS CHAPTER IV TECHNOLOGY TRANSFER CONTRACTS CHAPTER V TECHNICAL CONSULTANCY CONTRACTS AND TECHNICAL SERVICE CONTRACTS CHAPTER VI ARBITRATION AND LITIGATION CONCERNING DISPUTES OVER TECHNOLOGY CONTRACTS CHAPTER VII SUPPLEMENTARY PROVISIONS CHAPTER I GENERAL PROVISIONS @@ Article 1. This Law is formulated with a view to promoting the development of science and technology, enabling science and technology to render better service to socialist modernization, ensuring the lawful rights and interests of the parties to technology contracts, and maintaining the order of technology markets. @@ Article 2. This Law shall apply to contracts concluded between legal persons, between legal persons and citizens, and between citizens for establishing relations of civil rights and obligations with respect to technology development, technology transfers, technical consultancy and technical services, but not to contracts to which a foreign enterprise, organization or individual is a party. @@ Article 3. The conclusion of a technology contract must comply with the laws and regulations, facilitate the progress of science and technology, and accelerate the application and dissemination of the achievements of science and technology. @@ Article 4. The conclusion of a technology contract must adhere to the principles of voluntariness and equality, mutual benefit and compensation, and honesty and creditability. @@ Article 5. If the contents of a technology contract involve the security or vital interests of the state and need to be kept confidential, the matter shall be dealt with in accordance with the relevant provisions of the state. @@ Article 6. Technological achievements obtained by a person in carrying out a task of the unit to which he belongs or mainly through using the technological and material means of such a unit shall be job-related technological achievements. The right to use or to transfer a job-related technological achievement shall belong to the unit, which shall have the right to conclude technology contracts concerning such a technological achievement. The unit shall rew ard the individuals who accomplished the technological achievement on the basis of the proceeds realized from the use and transfer of such an achievement. The right to use and transfer a non-job-related technological achievement shall belong to the individuals who accomplished it, who shall have the right to conclude technology contracts concerning such a non-job-related technological achievement. Where application for a patent is filed or a patent right is granted for a job-related or non-job-related technological achievement, the relevant provisions of the Patent Law shall apply. An individual who has accomplished a technological achievement shall have the right to be named as such in the documents related to the technological achievement and the right to receive certificates of honour and awards. @@ Article 7. The competent departments under the State Council and the people's governments of provinces, autonomous regions or municipalities directly under the Central Government shall, as required by state interests or public interests, have the authority to decide on the dissemination for wider application by designated units of non-patent technological achievements that are of great significance and belong to units owned by the whole people within their system or under their administration. A unit using such technological achievements shall commit itself to keep the technological achievements confidential and shall pay a use fee according to the agreement between the two parties. If the two parties can not reach an agreement, the authorities that have made the decision shall determine a reasonable use fee. Non-patent technological achievements of collectively owned units or individuals that are of great significance to state interests or public interests and need to be applied on a wider scale shall be handled by making reference to the provisions of the preceding paragraph after the competent departments under the State Council have obtained approval from the State Council. @@ Article 8. The administrative authorities in charge of technology contracts shall be specified by the State Council. CHAPTER II THE CONCLUSION, PERFORMANCE, MODIFICATION AND RESCISSION OF TECHNOLOGY CONTRACTS @@ Article 9. The conclusion, modification and rescission of a technology contract shall be conducted in written form. @@ Article 10. A technology contract shall be formed once the parties have signed their names and put their seals on it. Contracts subject to approval by the relevant authorities pursuant to the provisions of the state shall be formed upon such approval. @@ Article 11. Parties to a technology contract may stipulate the guaranty for the contr act. A contract with a third party as the guarantor shall be formed upon the signing and sealing of the contract by the guarantor and the guaranteed party. @@ Article 12. The price or remuneration and the means of payment shall be agreed upon by the parties to a technology contract. @@ Article 13. A party may entrust an agent to conclude a technology contract on its behalf. The entrusting party shall issue a power of attorney to the agent. The agent shall conclude the contract in the name of the entrusting party and within the scope of authority delegated to him by the entrusting party. @@ Article 14. Intermediary agencies that provide services for the conclusion of technology contracts shall comply with the relevant provisions of this Law and adhere to the principles of honesty and creditability, and may collect reasonable fees. @@ Article 15. The provisions of a technology contract shall be agreed upon by the parties, and shall normally contain the following: (1) title of the project; (2) contents, scope and requirements of the object; (3) plan, schedule, time limits, place and manner of performance; (4) maintenance of confidentiality of technological information and materials; (5) liability for risks; (6) ownership and sharing of technological achievements; (7) standards and methods of inspection and acceptance; (8) price or remuneration and means of payment; (9) breach of contract damages or methods for computing the amount of compensation for losses; (10) methods for settling disputes; and (11) interpretation of terms and technical expressions. Background materials on the technology, reports on feasibility studies and technological appraisal, project descriptions and plans, technological standards, technological norms, original designs and documents on technological processes, as well as blueprints, charts, data and photographs, etc. , that are pertinent to the performance of the contract may, by agreement between the parties, become an integral part of the contract. @@ Article 16. As soon as a technology contract is formed according to law, it shall have legally binding force, and the parties shall fully perform the obligations agreed upon in the contract. No party may unilaterally modify or rescind the contract. @@ Article 17. If a party to a technology contract fails to perform the contract or its performance of the contractual obligations does not conform to the agreed terms, which constitutes a breach of the contract, the other party shall have the right to demand performance of the contract or adoption of remedial measures, and it shall also have the right to claim compensation for its losses. The liability for compensatio n of a party that breaches a contract shall correspond to the losses suffered by the other party as a result of the breach, but may not exceed the losses that the party responsible for the breach should have foreseen at the time of concluding the contract. The parties may agree in the contract that when one party breaches the contract, it shall pay a certain amount of breach of contract damages to the other party; they may also agree upon the methods of computing the amount of compensation to be paid for losses caused by a breach of contract. The party that has suffered losses due to the other party's breach of contract shall promptly adopt appropriate measures to prevent the losses from being aggravated, if it fails to promptly adopt such appropriate measures and as a result the losses are aggravated, it shall not have the right to claim compensation for the aggravated part of the losses. @@ Article 18. If all parties are in breach of a technology contract, each party shall bear its liability commensurately. @@ Article 19. If a party fails to perform its obligations under a technology contract for reasons attributable to authorities at a higher level, it shall, according to stipulations of the contract, pay compensation to the other party or adopt other remedial measures, and then the authorities at a higher level shall be responsible for dealing with the losses thereby suffered by the former. @@ Article 20. If a party is prevented from performing a technology contract by force majeure, it shall be exonerated from the liability for its failure to perform the contract. ard the individuals who accomplished the technological achievement on the basis of the proceeds realized from the use and transfer of such an achievement. The right to use and transfer a non-job-related technological achievement shall belong to the individuals who accomplished it, who shall have the right to conclude technology contracts concerning such a non-job-related technological achievement. Where application for a patent is filed or a patent right is granted for a job-related or non-job-related technological achievement, the relevant provisions of the Patent Law shall apply. An individual who has accomplished a technological achievement shall have the right to be named as such in the documents related to the technological achievement and the right to receive certificates of honour and awards. @@ Article 7. The competent departments under the State Council and the people's governments of provinces, autonomous regions or municipalities directly under the Central Government shall, as required by state interests or public interests, have the authority to decide on the dissemination for wider application by designated units of non-patent technological achievements that are of great significance and belong to units owned by the whole people within their system or under their administration. A unit using such technological achievements shall commit itself to keep the technological achievements confidential and shall pay a use fee according to the agreement between the two parties. If the two parties can not reach an agreement, the authorities that have made the decision shall determine a reasonable use fee. Non-patent technological achievements of collectively owned units or individuals that are of great significance to state interests or public interests and need to be applied on a wider scale shall be handled by making reference to the provisions of the preceding paragraph after the competent departments under the State Council have obtained approval from the State Council. @@ Article 8. The administrative authorities in charge of technology contracts shall be specified by the State Council. CHAPTER II THE CONCLUSION, PERFORMANCE, MODIFICATION AND RESCISSION OF TECHNOLOGY CONTRACTS @@ Article 9. The conclusion, modification and rescission of a technology contract shall be conducted in written form. @@ Article 10. A technology contract shall be formed once the parties have signed their names and put their seals on it. Contracts subject to approval by the relevant authorities pursuant to the provisions of the state shall be formed upon such approval. @@ Article 11. Parties to a technology contract may stipulate the guaranty for the contr |
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