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Section 3 Technology Assignment Contracts and Technology License Contracts
Article 862    A technology assignment contract is a contract whereby a right holder lawfully owning a technology assign to others the relevant rights and interests in respect of a specific patent, patent application or technical secret.A technology license contract is a contract whereby the lawful owner of the technology authorizes others to exploit and use the particular patent and technical secret.The agreements on provision of special equipment and raw materials for implementation of technology or provision of relevant technical consultation and service in technology assignment contract and technology license contract are integral parts of the contract.   Article 863    Technology assignment contracts include contracts for the assignment of patent, assignment of patent application right, assignment of technical secrets, etc.Technology license contracts include contracts for patent exploitation license, contracts for license of use of technical secrets, etc.Technology assignment contracts and technology license contracts shall be in written form.   
Article 864    Technology assignment contracts and technology license contracts may stipulate the scope of exploitation of patents or use of technical secrets, provided that they do not restrict technological competition and technological development.   Article 865    The contract for patent exploitation license is only valid for the term of the patent. Where the term of the patent expires or the patent is declared invalid, the patentee may not conclude a contract for patent exploitation license with another person.   
Article 866    The licensor under a contract for patent exploitation license shall, as agreed in the contract, license the patent to the licensee, deliver the technical materials related to the exploitation of the patent, and provide the necessary technical guidance.   Article 867    The licensee under a contract for patent exploitation license shall exploit the patent as agreed in the contract and may not license the patent to any third party except as agreed in the contract, and shall pay the royalties in accordance with the contract.   Article 868    The assignor under a contract for assignment of technical secret and the licensor under a contract for license of use of technical secret shall, in accordance with the contract, supply the technical materials, provide technical guidance, guarantee the practical applicability and reliability of the technology, and undertake the obligation of confidentiality.The obligation of confidentiality stipulated in the preceding paragraph shall not restrict patent application by the licensor, unless otherwise agreed between the parties.   Article 869    The assignee under a contract for assignment of technical secret and the licensee under a contract for license of use of technical secret shall, in accordance with the contract, use the technology, pay the assignment fee and royalties and undertake the obligation of confidentiality.   Article 870    The assignor under a technology assignment contract or the licensor under a technology license contract shall guarantee that it is the lawful owner of the technology provided, and shall guarantee that the technology provided is complete, free from error, effective, and capable of achieving the prescribed goals.   Article 871    The assignee under a technology assignment contract and the licensee under a technology license contract shall, in conformity with the scope and the time period as agreed upon in the contract, undertake the obligation of confidentiality in respect of the secret portion of the technology that is not made public provided by the assignor or the licensor.   Article 872    Where the licensor fails to license technology in accordance with the contract, it shall refund the royalties in part or in whole, and shall be liable for the breach of contract; where the licensor exploits the patent or uses the technical secret beyond the agreed scope, or, without authorization, licenses a third party to exploit the patent or use the technical secret in violation of the contract, it shall cease the breach and be liable for the breach of contract; where the licensor breaches any agreed obligation of confidentiality, it shall be liable for the breach of contract.The provisions of the preceding paragraph shall apply mutatis mutandis to the assignor's liability for the breach of contract.   
Article 873    Where the licensee fails to pay the agreed royalties, it shall pay the overdue royalties and pay liquidated damages in accordance with the contract; where it fails to pay the overdue royalties and liquidated damages, it shall cease exploitation of the patent or use of the technical secret, return the technical materials, and be liable for the breach of contract; where the licensee exploits the patent or uses the technical secret beyond the agreed scope, or unilaterally allows the patent to be exploited or the technical secret to be used by a third party without consent of the licensor, it shall cease the breach and be liable for the breach of contract; where the licensee breaches any agreed confidentiality obligation, it shall be liable for the breach of contract.The provisions of the preceding paragraph apply mutatis mutandis to the liability for breach of contract borne by the assignee.   Article 874    Where the exploitation of a patent or the use of a technical secret by the assignee or licensee in accordance with the contract infringes on the legitimate rights and interests of another person, the assignor or the licensor shall bear the liability, unless the parties have agreed otherwise.   Article 875    The parties may, on the basis of mutual benefit, provide in the contract for the method of sharing any subsequent improvement made in the exploitation of the patent or the use of the technical secret. Where there is no such agreement or such agreement is unclear, nor can it be determined in accordance with the provisions of Article 510 hereof, the other parties shall have no right to share any subsequent improvement made by one party.
   Article 876    The relevant provisions of this Section shall apply mutatis mutandis to the assignment and license of exclusive rights to integrated circuit layout designs, rights to new plant varieties, computer software copyrights and other intellectual property rights.   Article 877    Where the relevant laws or administrative regulations provide otherwise in respect of technology import or export contracts or in respect of patent contracts or contracts for patent application, such provisions shall prevail.   
Section 4 Technical Consulting Contracts and Technical Service Contracts
Article 878    A technical consulting contract refers to a contract whereby one party provides for the other party feasibility studies, technical forecasts, specialized technical investigations and analysis and evaluation reports, etc. in respect of a specific technical project by utilizing its technical knowledge.A technical service contract is a contract whereby one party solves a particular technical problem for the other party by utilizing its technical knowledge, excluding a contract of lease expensed work or a contract for construction project.   Article 879    The principal under a technical consulting contract shall, as agreed in the contract, describe the problem on which consultancy is sought, provide the technical background information and the relevant technical materials, accept from the consulting service provider its work result and pay the remuneration.   Article 880    The consulting service provider under a technical consulting contract shall complete the consultancy report or answer the questions raised by the principal within the agreed period of time, and the consultancy report thus submitted shall meet the requirements set forth in the contract.   
Article 881    Where the principal under a technical consulting contract fails to provide the necessary materials as agreed in the contract, thereby impairing the progress and quality of the work, or fails to accept or delays in accepting the work result, it may not claim refund of the remuneration paid, and shall pay any unpaid remuneration.If the consulting service provider under a technical consulting contract fails to submit the consultancy report on schedule or the report thus submitted does not meet the requirements as agreed in the contract, the consulting service provider shall bear the liability for breach of contract by way of reduction or waiver of the remuneration thereof.The principal under a technical consulting contract shall bear any loss resulting from any decision made by it based on the consultancy report and opinion provided by the consulting service provider in conformity with the requirements of the contract, unless the parties have agreed otherwise.   
Article 882    The principal under a technical service contract shall, as agreed in the contract, provide the work facilities, complete its tasks of cooperation, accept the work results and pay the remuneration.   Article 883    The consulting service provider under a technical service contract shall, as agreed in the contract, complete the services, solve the technical problem, guarantee the quality of its work, and communicate the knowledge for solving the technical problem.   Article 884    Where the principal under a technical service contract fails to perform its contractual obligations, or the performance of obligation is not in conformity with the contract, thereby impairing the progress and quality of the work, or fails to accept or delays in accepting the work results, it may not claim refund of the remuneration paid, and shall pay any unpaid remuneration.Where the consulting service provider under a technical service contract fails to complete services as agreed in the contract, it shall be liable for the breach of contract by way of waiver of the remuneration, etc.   
Article 885    Any new technological achievement accomplished by the consulting service provider in the performance of a technical consulting contract or a technical service contract by using the technological materials and work facilities provided by the principal shall belong to the consulting service provider. Any new technological achievements achieved by the principal through the use of the work results of the consulting service provider shall belong to the principal. Where the parties agree otherwise, their agreement shall prevail.   Article 886    Where there is no agreement in the technical consulting contracts or the technical service contracts on bearing the expenses needed for the consulting service provider to carry out the normal work, or such agreement is not clear, the said expenses shall be borne by the consulting service provider.   Article 887    Where laws and administrative regulations provide otherwise with respect to contracts for technology intermediary contracts and technical training contracts, such provisions shall prevail.   


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PRC Civil Code: Chapter 20-Technology Contracts (P2)

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Section 3 Technology Assignment Contracts and Technology License Contracts
Article 862    A technology assignment contract is a contract whereby a right holder lawfully owning a technology assign to others the relevant rights and interests in respect of a specific patent, patent application or technical secret.A technology license contract is a contract whereby the lawful owner of the technology authorizes others to exploit and use the particular patent and technical secret.The agreements on provision of special equipment and raw materials for implementation of technology or provision of relevant technical consultation and service in technology assignment contract and technology license contract are integral parts of the contract.   Article 863    Technology assignment contracts include contracts for the assignment of patent, assignment of patent application right, assignment of technical secrets, etc.Technology license contracts include contracts for patent exploitation license, contracts for license of use of technical secrets, etc.Technology assignment contracts and technology license contracts shall be in written form.   
Article 864    Technology assignment contracts and technology license contracts may stipulate the scope of exploitation of patents or use of technical secrets, provided that they do not restrict technological competition and technological development.   Article 865    The contract for patent exploitation license is only valid for the term of the patent. Where the term of the patent expires or the patent is declared invalid, the patentee may not conclude a contract for patent exploitation license with another person.   
Article 866    The licensor under a contract for patent exploitation license shall, as agreed in the contract, license the patent to the licensee, deliver the technical materials related to the exploitation of the patent, and provide the necessary technical guidance.   Article 867    The licensee under a contract for patent exploitation license shall exploit the patent as agreed in the contract and may not license the patent to any third party except as agreed in the contract, and shall pay the royalties in accordance with the contract.   Article 868    The assignor under a contract for assignment of technical secret and the licensor under a contract for license of use of technical secret shall, in accordance with the contract, supply the technical materials, provide technical guidance, guarantee the practical applicability and reliability of the technology, and undertake the obligation of confidentiality.The obligation of confidentiality stipulated in the preceding paragraph shall not restrict patent application by the licensor, unless otherwise agreed between the parties.   Article 869    The assignee under a contract for assignment of technical secret and the licensee under a contract for license of use of technical secret shall, in accordance with the contract, use the technology, pay the assignment fee and royalties and undertake the obligation of confidentiality.   Article 870    The assignor under a technology assignment contract or the licensor under a technology license contract shall guarantee that it is the lawful owner of the technology provided, and shall guarantee that the technology provided is complete, free from error, effective, and capable of achieving the prescribed goals.   Article 871    The assignee under a technology assignment contract and the licensee under a technology license contract shall, in conformity with the scope and the time period as agreed upon in the contract, undertake the obligation of confidentiality in respect of the secret portion of the technology that is not made public provided by the assignor or the licensor.   Article 872    Where the licensor fails to license technology in accordance with the contract, it shall refund the royalties in part or in whole, and shall be liable for the breach of contract; where the licensor exploits the patent or uses the technical secret beyond the agreed scope, or, without authorization, licenses a third party to exploit the patent or use the technical secret in violation of the contract, it shall cease the breach and be liable for the breach of contract; where the licensor breaches any agreed obligation of confidentiality, it shall be liable for the breach of contract.The provisions of the preceding paragraph shall apply mutatis mutandis to the assignor's liability for the breach of contract.   
Article 873    Where the licensee fails to pay the agreed royalties, it shall pay the overdue royalties and pay liquidated damages in accordance with the contract; where it fails to pay the overdue royalties and liquidated damages, it shall cease exploitation of the patent or use of the technical secret, return the technical materials, and be liable for the breach of contract; where the licensee exploits the patent or uses the technical secret beyond the agreed scope, or unilaterally allows the patent to be exploited or the technical secret to be used by a third party without consent of the licensor, it shall cease the breach and be liable for the breach of contract; where the licensee breaches any agreed confidentiality obligation, it shall be liable for the breach of contract.The provisions of the preceding paragraph apply mutatis mutandis to the liability for breach of contract borne by the assignee.   Article 874    Where the exploitation of a patent or the use of a technical secret by the assignee or licensee in accordance with the contract infringes on the legitimate rights and interests of another person, the assignor or the licensor shall bear the liability, unless the parties have agreed otherwise.   Article 875    The parties may, on the basis of mutual benefit, provide in the contract for the method of sharing any subsequent improvement made in the exploitation of the patent or the use of the technical secret. Where there is no such agreement or such agreement is unclear, nor can it be determined in accordance with the provisions of Article 510 hereof, the other parties shall have no right to share any subsequent improvement made by one party.
   Article 876    The relevant provisions of this Section shall apply mutatis mutandis to the assignment and license of exclusive rights to integrated circuit layout designs, rights to new plant varieties, computer software copyrights and other intellectual property rights.   Article 877    Where the relevant laws or administrative regulations provide otherwise in respect of technology import or export contracts or in respect of patent contracts or contracts for patent application, such provisions shall prevail.   
Section 4 Technical Consulting Contracts and Technical Service Contracts
Article 878    A technical consulting contract refers to a contract whereby one party provides for the other party feasibility studies, technical forecasts, specialized technical investigations and analysis and evaluation reports, etc. in respect of a specific technical project by utilizing its technical knowledge.A technical service contract is a contract whereby one party solves a particular technical problem for the other party by utilizing its technical knowledge, excluding a contract of lease expensed work or a contract for construction project.   Article 879    The principal under a technical consulting contract shall, as agreed in the contract, describe the problem on which consultancy is sought, provide the technical background information and the relevant technical materials, accept from the consulting service provider its work result and pay the remuneration.   Article 880    The consulting service provider under a technical consulting contract shall complete the consultancy report or answer the questions raised by the principal within the agreed period of time, and the consultancy report thus submitted shall meet the requirements set forth in the contract.   
Article 881    Where the principal under a technical consulting contract fails to provide the necessary materials as agreed in the contract, thereby impairing the progress and quality of the work, or fails to accept or delays in accepting the work result, it may not claim refund of the remuneration paid, and shall pay any unpaid remuneration.If the consulting service provider under a technical consulting contract fails to submit the consultancy report on schedule or the report thus submitted does not meet the requirements as agreed in the contract, the consulting service provider shall bear the liability for breach of contract by way of reduction or waiver of the remuneration thereof.The principal under a technical consulting contract shall bear any loss resulting from any decision made by it based on the consultancy report and opinion provided by the consulting service provider in conformity with the requirements of the contract, unless the parties have agreed otherwise.   
Article 882    The principal under a technical service contract shall, as agreed in the contract, provide the work facilities, complete its tasks of cooperation, accept the work results and pay the remuneration.   Article 883    The consulting service provider under a technical service contract shall, as agreed in the contract, complete the services, solve the technical problem, guarantee the quality of its work, and communicate the knowledge for solving the technical problem.   Article 884    Where the principal under a technical service contract fails to perform its contractual obligations, or the performance of obligation is not in conformity with the contract, thereby impairing the progress and quality of the work, or fails to accept or delays in accepting the work results, it may not claim refund of the remuneration paid, and shall pay any unpaid remuneration.Where the consulting service provider under a technical service contract fails to complete services as agreed in the contract, it shall be liable for the breach of contract by way of waiver of the remuneration, etc.   
Article 885    Any new technological achievement accomplished by the consulting service provider in the performance of a technical consulting contract or a technical service contract by using the technological materials and work facilities provided by the principal shall belong to the consulting service provider. Any new technological achievements achieved by the principal through the use of the work results of the consulting service provider shall belong to the principal. Where the parties agree otherwise, their agreement shall prevail.   Article 886    Where there is no agreement in the technical consulting contracts or the technical service contracts on bearing the expenses needed for the consulting service provider to carry out the normal work, or such agreement is not clear, the said expenses shall be borne by the consulting service provider.   Article 887    Where laws and administrative regulations provide otherwise with respect to contracts for technology intermediary contracts and technical training contracts, such provisions shall prevail.   


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