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Section 1 General Provisions
Article 843    A technology contract is a contract that the parties conclude for establishing their rights and obligations in respect of technology development, assignment, license, consulting or service.
   Article 844    The conclusion of a technology contract shall be conducive to the protection of intellectual property rights as well as scientific and technological progress, and promote the research and development, transformation, application and popularization of scientific and technological achievements.
   Article 845    The contents of a technology contract shall generally include clauses dealing with the name of the project, the content, scope and requirements of the subject matter, the plan, location and method of performance, the confidentiality of technical information and data, the ownership of technical achievements and the method of profit distribution, standards and methods of examination and acceptance, and explanation of terms and phrases.The parties may agree to include the following materials relating to the performance of the contract as an integral part thereof: technical background information, feasibility studies and technical evaluation report, project charter and project plan, technical standard, technical specifications, original design and technique documents, as well as other technical documentation.Where a technology contract involves a patent, the name of the invention or creation, the patent applicant and the patentee, the date of application, the number of application, the patent number as well as the term of validity of the patent right shall be indicated.   
Article 846    The method for payment of the price, remuneration or royalties under a technology contract shall be agreed upon by the parties, who may agree upon lump-sum payment based on one-time calculation or installment payment based on one-time calculation, and may also agree upon royalty payment or royalty payment plus advance payment of initial fee.Where royalty payment is agreed, the said amount may be calculated according to a fixed percentage of the product's price, of any increase in output or profit following the exploitation of the patent or the use of the technical secret, or of the product's sales volume, or according to other agreed methods. The royalty payment may be made at a fixed rate, or on the basis of an increasing or decreasing rate year by year.Where royalty payment is agreed, the parties may agree on a method for access to the relevant accounts.   
Article 847    Where the right to use and the right to assign job-related technological achievement belong to a legal person or an unincorporated organization, such legal person or unincorporated organization may enter into a technology contract in respect of such job-related technological achievement. If the legal person or unincorporated organization concludes a technology contract to assign the job-related technological achievement, the individual who has accomplished this achievement shall have the priority to be the assignee under the same conditions.A job-related technological achievement refers to a technological achievement accomplished in the process of carrying out the task assigned by a legal person or an unincorporated organization, or by mainly using the material and technological resources thereof.   
Article 848    The right to use and assign a non-job-related technological achievement shall belong to the individual who has accomplished it. The individual may conclude a technology contract in respect of such a non-job-related technological achievement.   
Article 849    An individual who has accomplished a technological achievement shall have the right to be named as such in the documents concerning the technological achievement and the right to receive certificates of honor and awards for the achievement.   
Article 850    A technology contract which illegally monopolizes technology or infringes on the technology of a third party is invalid.   
Section 2 Technology Development Contracts
Article 851    A technology development contract is a contract concluded between parties in respect of the research and development of new technologies, new products, new techniques, new varieties or new materials and the associated system.Technology development contracts include commissioned development contracts and cooperative development contracts.A technology development contract shall be in written form.A contract on the transformation of a scientific and technological achievement with practical value shall be governed mutatis mutandis by the relevant provisions on technology development contracts.   Article 852    The principal to a commissioned development contract shall, as agreed in the contract, provide research and development funds and remuneration, supply technical materials, set development requirements, complete tasks of cooperation and accept the research and development achievement.   
Article 853    The developer under a commissioned development contract shall, as agreed in the contract, prepare and implement the research and development plan, use research and development funds in a reasonable manner, timely complete the research and development and deliver the research and development achievement, as well as provide the relevant technical materials and necessary technical guidance so as to help the principal master the research and development achievement.   
Article 854    Where a party to a commissioned development contract breaches the contract, thereby causing stoppage, delay or failure of the research and development, it shall be liable for the breach of contract.   Article 855    Parties to a cooperative development contract shall, as agreed in the contract, make their investment, including investment of technology, participate in the research and development by performing their respective tasks and cooperate with each other in the research and development.
   
Article 856    Where a party to a cooperative development contract breaches the contract, thereby causing stoppage, delay or failure of the research and development, it shall be liable for the breach of contract.   Article 857    If the technology which is the subject matter of a technology development contract is made public by a third party, thereby making the performance of the technology development contract meaningless, the parties may rescind the contract.   Article 858    If, in the course of performing a technology development contract, the research and development is failed in whole or in part due to any insurmountable technical difficulty, such risks shall be agreed upon by the parties. If there is no such agreement in the contract or such agreement is unclear, nor can they be determined in accordance with the provisions of Article 510 hereof, such risks shall be shared reasonably by the parties.If a party discovers circumstances which are likely to result in a failure or partial failure in research and development as stipulated in the preceding paragraph, it should promptly notify the other party and adopt appropriate measures to reduce the loss. If the loss is increased as a result of a failure to promptly notify the other party and adopt appropriate measures, the party shall bear liability for the additional loss.   
Article 859    With respect to an invention or creation accomplished in the performance of a commissioned development, the right to apply for a patent belongs to the party that undertakes the research and development, except as otherwise provided for by law or agreed upon by the parties. Where the party which has undertaken the research and development is granted a patent, the principal may exploit such patent in accordance with the law.If the party which has undertaken the research and development assigns its right to apply for a patent, the principal shall enjoy the priority to acquire the assignment on equal terms.   
Article 860    For an invention or creation accomplished in cooperative development, the right to apply for a patent shall be jointly owned by the parties to the cooperative development. If one of the parties assigns its jointly owned right to apply for a patent, the other parties shall have a priority right to be assigned on equal terms. However, if the parties have agreed otherwise, such agreement shall prevail.If a party in the cooperative development declares that it waives its joint right to apply for a patent, the patent may be applied for independently by the other party or jointly by the other parties, unless otherwise agreed upon by the parties. If a patent is granted to the applicant, the party that waives its right to apply for the patent may exploit the patent for free.If a party in the cooperative development does not agree to apply for a patent, the other party or parties may not apply for it.   
Article 861    The right to use and assign the technical secret resulting from a commissioned or cooperative development, and the method for distribution of the benefits accrued therefrom shall be agreed upon by the parties. Where there is no such agreement in the contract or such agreement is unclear, nor can they be determined in accordance with the provisions of Article 510 hereof, the parties shall all have the right to use and assign the technical secret prior to the grant of the patent right for the same technical solution. However, the party that are entrusted to undertake research and development may not assign the research and development achievements to a third party before delivering them to the principal.    Tap "Read More" to visit our website \n

RPC Civil CodeChapter 20-Technology Contracts (P1)

Tap "LegalTips"

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Related articles:Newly Released Negative List
She found Shes Pregnant After Signing the Dissolution Agreement
Individual Insolvency Law in Shenzhen

Section 1 General Provisions
Article 843    A technology contract is a contract that the parties conclude for establishing their rights and obligations in respect of technology development, assignment, license, consulting or service.
   Article 844    The conclusion of a technology contract shall be conducive to the protection of intellectual property rights as well as scientific and technological progress, and promote the research and development, transformation, application and popularization of scientific and technological achievements.
   Article 845    The contents of a technology contract shall generally include clauses dealing with the name of the project, the content, scope and requirements of the subject matter, the plan, location and method of performance, the confidentiality of technical information and data, the ownership of technical achievements and the method of profit distribution, standards and methods of examination and acceptance, and explanation of terms and phrases.The parties may agree to include the following materials relating to the performance of the contract as an integral part thereof: technical background information, feasibility studies and technical evaluation report, project charter and project plan, technical standard, technical specifications, original design and technique documents, as well as other technical documentation.Where a technology contract involves a patent, the name of the invention or creation, the patent applicant and the patentee, the date of application, the number of application, the patent number as well as the term of validity of the patent right shall be indicated.   
Article 846    The method for payment of the price, remuneration or royalties under a technology contract shall be agreed upon by the parties, who may agree upon lump-sum payment based on one-time calculation or installment payment based on one-time calculation, and may also agree upon royalty payment or royalty payment plus advance payment of initial fee.Where royalty payment is agreed, the said amount may be calculated according to a fixed percentage of the product's price, of any increase in output or profit following the exploitation of the patent or the use of the technical secret, or of the product's sales volume, or according to other agreed methods. The royalty payment may be made at a fixed rate, or on the basis of an increasing or decreasing rate year by year.Where royalty payment is agreed, the parties may agree on a method for access to the relevant accounts.   
Article 847    Where the right to use and the right to assign job-related technological achievement belong to a legal person or an unincorporated organization, such legal person or unincorporated organization may enter into a technology contract in respect of such job-related technological achievement. If the legal person or unincorporated organization concludes a technology contract to assign the job-related technological achievement, the individual who has accomplished this achievement shall have the priority to be the assignee under the same conditions.A job-related technological achievement refers to a technological achievement accomplished in the process of carrying out the task assigned by a legal person or an unincorporated organization, or by mainly using the material and technological resources thereof.   
Article 848    The right to use and assign a non-job-related technological achievement shall belong to the individual who has accomplished it. The individual may conclude a technology contract in respect of such a non-job-related technological achievement.   
Article 849    An individual who has accomplished a technological achievement shall have the right to be named as such in the documents concerning the technological achievement and the right to receive certificates of honor and awards for the achievement.   
Article 850    A technology contract which illegally monopolizes technology or infringes on the technology of a third party is invalid.   
Section 2 Technology Development Contracts
Article 851    A technology development contract is a contract concluded between parties in respect of the research and development of new technologies, new products, new techniques, new varieties or new materials and the associated system.Technology development contracts include commissioned development contracts and cooperative development contracts.A technology development contract shall be in written form.A contract on the transformation of a scientific and technological achievement with practical value shall be governed mutatis mutandis by the relevant provisions on technology development contracts.   Article 852    The principal to a commissioned development contract shall, as agreed in the contract, provide research and development funds and remuneration, supply technical materials, set development requirements, complete tasks of cooperation and accept the research and development achievement.   
Article 853    The developer under a commissioned development contract shall, as agreed in the contract, prepare and implement the research and development plan, use research and development funds in a reasonable manner, timely complete the research and development and deliver the research and development achievement, as well as provide the relevant technical materials and necessary technical guidance so as to help the principal master the research and development achievement.   
Article 854    Where a party to a commissioned development contract breaches the contract, thereby causing stoppage, delay or failure of the research and development, it shall be liable for the breach of contract.   Article 855    Parties to a cooperative development contract shall, as agreed in the contract, make their investment, including investment of technology, participate in the research and development by performing their respective tasks and cooperate with each other in the research and development.
   
Article 856    Where a party to a cooperative development contract breaches the contract, thereby causing stoppage, delay or failure of the research and development, it shall be liable for the breach of contract.   Article 857    If the technology which is the subject matter of a technology development contract is made public by a third party, thereby making the performance of the technology development contract meaningless, the parties may rescind the contract.   Article 858    If, in the course of performing a technology development contract, the research and development is failed in whole or in part due to any insurmountable technical difficulty, such risks shall be agreed upon by the parties. If there is no such agreement in the contract or such agreement is unclear, nor can they be determined in accordance with the provisions of Article 510 hereof, such risks shall be shared reasonably by the parties.If a party discovers circumstances which are likely to result in a failure or partial failure in research and development as stipulated in the preceding paragraph, it should promptly notify the other party and adopt appropriate measures to reduce the loss. If the loss is increased as a result of a failure to promptly notify the other party and adopt appropriate measures, the party shall bear liability for the additional loss.   
Article 859    With respect to an invention or creation accomplished in the performance of a commissioned development, the right to apply for a patent belongs to the party that undertakes the research and development, except as otherwise provided for by law or agreed upon by the parties. Where the party which has undertaken the research and development is granted a patent, the principal may exploit such patent in accordance with the law.If the party which has undertaken the research and development assigns its right to apply for a patent, the principal shall enjoy the priority to acquire the assignment on equal terms.   
Article 860    For an invention or creation accomplished in cooperative development, the right to apply for a patent shall be jointly owned by the parties to the cooperative development. If one of the parties assigns its jointly owned right to apply for a patent, the other parties shall have a priority right to be assigned on equal terms. However, if the parties have agreed otherwise, such agreement shall prevail.If a party in the cooperative development declares that it waives its joint right to apply for a patent, the patent may be applied for independently by the other party or jointly by the other parties, unless otherwise agreed upon by the parties. If a patent is granted to the applicant, the party that waives its right to apply for the patent may exploit the patent for free.If a party in the cooperative development does not agree to apply for a patent, the other party or parties may not apply for it.   
Article 861    The right to use and assign the technical secret resulting from a commissioned or cooperative development, and the method for distribution of the benefits accrued therefrom shall be agreed upon by the parties. Where there is no such agreement in the contract or such agreement is unclear, nor can they be determined in accordance with the provisions of Article 510 hereof, the parties shall all have the right to use and assign the technical secret prior to the grant of the patent right for the same technical solution. However, the party that are entrusted to undertake research and development may not assign the research and development achievements to a third party before delivering them to the principal.    Tap "Read More" to visit our website \n

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