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| Interim Regulations of the Guangzhou Economic and Technological Development Zone Concerning the Introduction of Technology (2) | |||||
| 更新时间：2007-5-2 | |||||
@@ Article 14. The contract shall include the following main items: (1) The names of items, the legal names of both parties, their countries of registration, their legal addresses and the names and positions of their authorized representatives; (2) The definitions of the key terms; (3) The content and scope of the technology, the inventory of the technological data and the date of delivery. The inventory shall include the documents referred to in Article 8 and Article 9 of these Regulations where a patent right is involved; (4) The trademark that is used; (5) The technological goal to be reached and the time limit and measures to realize the technological goal, the implementing plans and progress, technological service and technological training; (6) Guarantee for technology and examination and acceptance; (7) Maintenance of secrecy; (8) The rights and duties of both sides to the improvement of technology; (9) The calculation and the means of payment for the renumeration of technology; (10) The liability for breach of the contract and compensation; (11) Force majeure; (12) Arbitration agreement or other measures for resolving disputes; (13) The time limit, place and means of enforcement; (14) The date and place of conclusion; (15) Other matters considered necessary for both sides; @@ Article 15. The contract annexes are inseparable constituent parts of the whole contract and have the same legal effect as the contract itself. The contract annexes generally shall include the substantive contents, the technical parameters and quota of the technology to be transferred; an inventory of the substantive contents of the technological materials, the quantity, time and means of delivery; the method of examination and acceptance of the technology; the rules governing the sending of personnel by the supplying side; the rules governing the supplying side's training of the recipient side's personnel; the patterns of both sides' letters of credit of the bank, etc. @@ Article 16. The time limit of the contract shall correspond to the time needed by the recipient side to master the introduced technology, it shall not, in general, exceed ten (10) years. With the agreement by both sides and submission of it to the Development Zone Administrative Committee for approval, it may be appropriately extended. Application for extension of the time limit of the contract shall be put forward six months before the expiration of the contract. The Development Zone Administrative Committee is to make a written reply within one month from the date of receiving the application. The date for termination of the contract for transfe r of patented technology must not exceed the date for termination of the patent right in question. @@ Article 17. With respect of the contracts that have not been implemented after six (6) months from the date of approval, the Development Zone Administrative Committee may rescind it. The time limit stipulated in the preceding paragraph, if there is a proper reason, may be extended with the matter submitted to the Development Zone Administrative Committee for approval. But the extension must not exceed three months. Application for extension of the time limit for implementation shall be put forward before the expiration of the time limit. @@ Article 18. The time limit of a contract is to be calculated from the date of approval; the time limit for extension of implementation by application is to be calculated from the date of the approval of the extension. CHAPTER IV RIGHTS AND OBLIGATIONS OF BOTH PARTIES @@ Article 19. The rights and obligations of both sides must be reciprocal. The contract shall not include any provisions that impose unjustified restriction on any party or prove to be unfair to any party. @@ Article 20. The contract shall not, in general, include the following restrictive provisions: (1) Requiring the recipient side to accept incidental conditions unrelated to the introduced technology; (2) Without technological justification requiring the recipient side to purchase raw and processed materials, component parts and equipment from the supplying side or any third party designated by the supplying side only; (3) Restricting the recipient side's development and improvement of the introduced technology; (4) Restricting the recipient side's acquisition of similar technology from other sources or competitive technology of the same type; (5) Non-reciprocal requirements concerning the exchange of improved technology by both parties; (6) Restricting the quantity, variety and market price of the products produced by the recipient side's introduced technology; (7) Restricting without any justified reason the recipient side's marketing channel or export market; (8) At the expiration of the contract preventing the recipient side from continuing to use the introduced technology or requiring the recipient side to continue paying fees; (9) Requiring the recipient side to pay renumeration or assume obligation for a patent that is not used or has lost its effectiveness. @@ Article 21. Within the period of the contract, if the party of one side is to transfer the rights and obligations in whole or in part to other people on his own authority or transfers the technology that has been invested as capital stock to others on hi s own authority, he shall bear the liability for breach of the contract. @@ Article 22. Where the supplying side has previously transferred the same technology to other people prior to the signing of the contract, the supplying side shall hand over to the recipient side a copy of the original contract for transfer of this technology. @@ Article 23. The supplying side shall guarantee that it is the legitimate holder of the technology supplied and that it shall be responsible for compensating for all economic loss incurred under a third party's complaint of infringement of patent rights. The recipient side shall be entitled to propose modification or termination to the contract where the patent right has lost validity before termination or the application for patent has been rejected. Should losses be incurred, the supplying side shall compensate for the losses. @@ Article 24. The supplying side shall guarantee that the introduced technology is complete and effective and that the recipient side shall master wholly the transferred technology within the period stipulated in the contract and that the objective of the contract shall be reached. Where the introduced technology fails to reach the objective stipulated in the contract because of the supplying side, the supplying side shall compensate for all losses thus incurred. @@ Article 25. The technology transferred by the supplying side shall be protected by the "Patent Law of the People's Republic of China" where the patent right thereof is applied for, examined and promulgated by the Patent Office of the People's Republic of China. @@ Article 26. The recipient side shall strictly abide by the stipulations of the contract, and respect the patent right of the technology of the supplying side in real earnest. For the secret portion of the introduced technology, the recipient side shall bear the liability for maintaining secrecy in accordance with the scope and time limit stipulated by the contract. In cases where the supplying side suffers losses caused by the recipient side leaking secret in breach of the contract; the recipient side shall compensate for the losses in accordance with the stipulations of the contract. The personnel of the recipient side shall bear liability for maintaining secrecy. The legal liability of those leaking secret shall be prosecuted and they shall be ordered to compensate for the losses. CHAPTER V EXAMINATION AND APPROVAL OF THE INTRODUCED TECHNOLOGY @@ Article 27. The parties applying for introduction of technology shall go through the following procedures of application, submission and approval in the given order: (1) To submit the letter of intent for application and the feasibility research report to the Development Zone Administrative Committee; (2) To obtain the application form for transfer of technology after the application of the preceding item has been approved by the Development Zone Administrative Committee after examination and verification; (3) To sign the contract; (4) To present to the development zone or the department authorized by it for examination and approval three (3) copies of the contract in the Chinese text, English text or text of other language as agreed upon by both parties to the contract. The following documents shall also be attached: (a) The application form for transfer of technology in triplicate; (b) The certificate of identity of the supplying side in triplicate (In cases where the legal person acts as representative or another person is appointed to act as agent, a copy of the original of the letter of authorization or the letter of appointment by the supplying side and two copies of its duplicate shall be attached); (c) The business licence of the recipient side in triplicate (with respect to the enterprise applying for setting up or the enterprise is to be set up after the contract for transfer of technology has been approved, three copies of the duplicate of the articles of association of the enterprise shall be attached). @@ Article 28. Within 40 days from the date of submission of the contract for approval, the Development Zone Administrative Committee is to notify the applicant of its decision whether to approve, withhold approval or require modification. The Development Zone Administrative Committee shall issue a notice of approval for contracts approved. As for contracts which need to be modified, the recipient side and the supplying side shall consult with each other again and submit the contract for approval after it is modified. The contract is to be effective from the date of approval by the Development Zone Administrative Committee. The parties of the contract shall, in accordance with the relevant provisions of the development zone, submit the duplicate of the contract to the Administrative Office for Commerce and Industry of the development zone for registration and have it registered with the tax authorities of the development zone. CHAPTER VI SUPPLEMENTARY PROVISIONS @@ Article 29. The right to interpret these Interim Regulations is vested in the Development Zone Administrative Committee. @@ Article 30. These Interim Regulations shall come into force on the date of their promulgation. r of patented technology must not exceed the date for termination of the patent right in question. @@ Article 17. With respect of the contracts that have not been implemented after six (6) months from the date of approval, the Development Zone Administrative Committee may rescind it. The time limit stipulated in the preceding paragraph, if there is a proper reason, may be extended with the matter submitted to the Development Zone Administrative Committee for approval. But the extension must not exceed three months. Application for extension of the time limit for implementation shall be put forward before the expiration of the time limit. @@ Article 18. The time limit of a contract is to be calculated from the date of approval; the time limit for extension of implementation by application is to be calculated from the date of the approval of the extension. CHAPTER IV RIGHTS AND OBLIGATIONS OF BOTH PARTIES @@ Article 19. The rights and obligations of both sides must be reciprocal. The contract shall not include any provisions that impose unjustified restriction on any party or prove to be unfair to any party. @@ Article 20. The contract shall not, in general, include the following restrictive provisions: (1) Requiring the recipient side to accept incidental conditions unrelated to the introduced technology; (2) Without technological justification requiring the recipient side to purchase raw and processed materials, component parts and equipment from the supplying side or any third party designated by the supplying side only; (3) Restricting the recipient side's development and improvement of the introduced technology; (4) Restricting the recipient side's acquisition of similar technology from other sources or competitive technology of the same type; (5) Non-reciprocal requirements concerning the exchange of improved technology by both parties; (6) Restricting the quantity, variety and market price of the products produced by the recipient side's introduced technology; (7) Restricting without any justified reason the recipient side's marketing channel or export market; (8) At the expiration of the contract preventing the recipient side from continuing to use the introduced technology or requiring the recipient side to continue paying fees; (9) Requiring the recipient side to pay renumeration or assume obligation for a patent that is not used or has lost its effectiveness. @@ Article 21. Within the period of the contract, if the party of one side is to transfer the rights and obligations in whole or in part to other people on his own authority or transfers the technology that has been invested as capital stock to others on hi |
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