This Technology Transfer Agreement (“Agreement”) is entered into as of ____________ (“Effective Date”), by and between ____________ (“Transferor”), a company organized under the laws of ____________, with its principal place of business at ____________, and ____________ (“Transferee”), a company organized under the laws of ____________, with its principal place of business at ____________.
RECITALS
WHEREAS, the Transferor possesses certain proprietary technology, technical knowledge, intellectual property rights, and expertise (collectively referred to as the “Technology”) related to ____________;
WHEREAS, the Transferee desires to acquire rights to use, develop, commercialise, and exploit the Technology pursuant to the terms and conditions specified herein;
NOW, THEREFORE, in consideration of the mutual covenants, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below:
- “Confidential Information” means all non-public technical and business information disclosed by either party, including trade secrets, proprietary data, research findings, manufacturing processes, and specifications.
- “Intellectual Property Rights” means all patents, patent applications, trademarks, copyrights, trade secrets, know-how, technical data, and other proprietary rights.
- “Technology” means the technical information, methodologies, processes, designs, specifications, documentation, and know-how specifically described in Exhibit A attached hereto.
2. GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, the Transferor hereby grants to the Transferee a ____________ (exclusive/non-exclusive), ____________ (worldwide/territorial), ____________ (perpetual/time-limited) license to use, develop, manufacture, market, and commercialize the Technology within the field of ____________.
3. TRANSFER OF TECHNOLOGY
- Documentation Transfer: The Transferor shall provide complete technical documentation, including specifications, drawings, formulations, protocols, and operational procedures.
- Training and Support: The Transferor shall provide comprehensive technical training to the Transferee’s personnel for a period of ____________, including on-site assistance and remote consultation.
- Materials and Equipment: The Transferor shall facilitate access to necessary materials, samples, prototypes, and equipment specifications required for successful technology implementation.
4. FINANCIAL CONSIDERATION
In consideration for the rights granted hereunder, the Transferee shall pay to the Transferor:
- Initial License Fee: A one-time payment of $____________ payable upon execution of this Agreement.
- Royalty Payments: Ongoing royalties equal to ____________% of net sales derived from products incorporating the Technology, payable quarterly within thirty (30) days following each quarter end.
- Milestone Payments: Additional payments as specified in Exhibit B upon achievement of designated development and commercialisation milestones.
5. INTELLECTUAL PROPERTY RIGHTS
The Transferor retains all ownership rights to the existing Technology and background intellectual property. Any improvements, modifications, or derivative works developed by the Transferee shall be ____________ (owned by Transferee/jointly owned/assigned to Transferor), subject to the original license grant. The Transferee shall promptly disclose all improvements and shall cooperate in securing patent protection as mutually agreed.
6. CONFIDENTIALITY AND NON-DISCLOSURE
Both parties acknowledge that Confidential Information exchanged pursuant to this Agreement shall be maintained in strict confidence and shall not be disclosed to third parties without prior written consent. Each party shall implement reasonable security measures to protect such information and shall restrict access to employees and contractors having a legitimate need to know. These obligations shall survive termination of this Agreement for a period of ____________ years.
7. REPRESENTATIONS AND WARRANTIES
The Transferor represents and warrants that it has the full right and authority to enter into this Agreement and to grant the licenses contemplated herein. The Transferor further warrants that the Technology does not infringe upon any third-party intellectual property rights and that it has disclosed all known defects or limitations. The Transferee acknowledges that the Technology is provided “as is” without warranties of merchantability or fitness for a particular purpose beyond those expressly stated herein.
8. QUALITY CONTROL AND COMPLIANCE
The Transferee shall maintain quality standards consistent with industry best practices and shall comply with all applicable regulatory requirements, environmental regulations, and safety standards. The Transferor shall have reasonable rights to inspect facilities and review quality control procedures to ensure compliance with agreed specifications.
9. TERM AND TERMINATION
This Agreement shall commence on the Effective Date and continue for a period of ____________ years unless earlier terminated. Either party may terminate upon material breach by the other party if such breach remains uncured for thirty (30) days following written notice. Upon termination, the Transferee shall cease all use of the Technology and return or destroy all Confidential Information, subject to surviving obligations regarding confidentiality and accrued payment obligations.
10. DISPUTE RESOLUTION
Any disputes arising from this Agreement shall first be addressed through good-faith negotiations between senior executives of both parties. If unresolved within sixty (60) days, disputes shall be submitted to binding arbitration in accordance with the rules of ____________, conducted in ____________. The prevailing party shall be entitled to reasonable attorneys’ fees and costs.
11. GENERAL PROVISIONS
This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations and agreements. No amendment shall be effective unless in writing and signed by authorised representatives of both parties. This Agreement shall be governed by the laws of ____________ without regard to conflict of law principles. If any provision is found unenforceable, the remaining provisions shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Technology Transfer Agreement as of the date first written above.
TRANSFEROR:
By: _______________________
Name: _____________________
Title: _____________________
Date: ______________________
TRANSFEREE:
By: _______________________
Name: _____________________
Title: _____________________
Date: ______________________