|
|
여러 해외정보들 중에서 일반인과 기업이 필요로 하는 국제법 관련 정보를 신속하게 제공하는 것이 저희의 목적입니다.본 자료는 국제법률연구원 International Legal Research Institute이 조사하여 제공합니다.
표준면허 및 기술지원 라이센스를 가지고 기술지원을 할 수 있는 계약서 입니다.
통상적으로 Licensor 와 Licenser, 그리고 Licensee 의미를 구분하여 사용합니다.
As nouns the difference between licensor and licenser is that licensor is (legal) a party that grants a license to another while licenser is. licensee is a licensee as you know.
sample of LICENSE AND TECHNICAL ASSISTANCE AGREEMENT
(Standard License & Technical Assistance Agreement)
This Agreement made and entered into this( 날짜 )th day of( 월 ), 연도 , by and between Licensor 기술제공 회사명, a corporation organized and existing under the laws of 기술제공회사 국가명 and having its registered office of business at 기술제공회사 주소, 기술제공회사 국가명 (hereinafter referred to as "Licenser"), and Licensee Inc. (기술도입 회사명), a corporation organized and existing under the laws of the (기술도입회사 국가명), and having its registered office of business at (기술도입회사 주소)(hereinafter referred to as "Licensee")
이하 보증
WITNESSETH:
WHEREAS, Licenser has long been engaged in the manufacture, production and sale of the Licensed Products(as defined hereinafter), and Licenser has the right to grant a license to use Technical Information and Industrial Property Rights, as defined hereafter ; and
WHEREAS, Licensee desires to obtain from Licenser, and Licenser is willing to grant to Licensee, the license and the right to manufacture, produce, use and sell the Licensed Products utilizing Technical Information, etc.
NOW, THEREFORE, in consideration of the foregoing premises and covenants hereinafter set forth, the parties hereto agree as follows:
Article 1. Definitions
1.1 "Licensed Products" means the products which Licenser authorizes Licensee to manufacture, assemble and/or sell in accordance with this Agreement being identical with or modifications of Licenser's model numbers, as set forth in Appendix 1 attached hereto.
1.2 "Additional Model" means any model(s) listed in Appendix 2 attached hereto, to be selected on a mutually agreed-upon base under Paragraph 2 of Article 3.
1.3 "Technical Information" means any and all technical knowledge, know-how, standard calculations, data and information developed or otherwise generally used by Licenser, as stipulated in Appendix 3 attached hereto, pertaining to the manufacture, production, use and sale of the Licensed Products as of the Effective Date (as defined hereafter).
1.4 "Contract Territory" means the territory subject to ( ).
1.5 "Industrial Property Rights" means any and all rights under patents, utility models, designs and/or their applications presently owned or hereafter acquired by Licenser and/or which Licenser has or may have the right to control or grant license thereof as of the Effective Date and which are applicable to or may be used in manufacture and/or sale of the Licensed Products.
1.6 "Effective Date" means the date as specified in Article 11 hereof.
1.7 "Royalty" means the running royalty per unit of the Licensed Products manufactured and sold, used or otherwise disposed of by Licensee.
Article 2. Grant of License
Subject to the terms and conditions set forth in this Agreement, Licenser hereby grants to Licensee a non-exclusive, non-transferable license, without the right to sub-license, and the right to manufacture, produce, use, sell, or otherwise dispose of the Licensed Products utilizing the Technical Information and /or Industrial Property Rights furnished by Licenser in the Contract Territory.
Article 3. Technical Assistance and Service
3.1 In accordance with delivery schedule of the Technical Information agreed upon later by the parties hereto, Licenser shall supply Licensee with the Technical Information within sixty (60) days after Licenser's receipt of the Technical Disclosure Fee under Article 4, in order that Licensee may manufacture the Licensed Products without delay, to the extent Licenser may grant and deem to be appropriate to Licensee.
3.2 During the period from the Effective Date through a date being twelve (12) months before the expiration date of this Agreement, Licensee may, upon Licensee's request and when Licenser judges it appropriate, select Additional Model from Appendix 2, by giving Licenser the written notice specifying such model number.
Additional Model selected by Licensee under this Paragraph shall be deemed to have been included the Licensed Products when such notice has been received by Licenser.
3.3 Upon the written request of Licensee, Licenser shall permit a reasonable number of technical personnel designated by Licensee to have opportunity to study the manufacture of the Licensed Products at Licenser's place of business, free of charge, to the extent Licenser may grant and deem to be appropriate to Licensee.
Licensee shall advise Licenser, in advance, of the purposes, numbers, names, qualifications and probable lengths of stay of Licensee's designated personnel desiring to visit Licenser.
Licenser shall arrange to make available qualified personnel for consultation with and training of such Licensee's personnel.
Cost for round trips, meals, lodging and other expenses of Licensee's personnel dispatched for training shall be borne by Licensee. Licensee's personnel, dispatched for training during the time they are present on the premises of Licenser, shall be subject to all of the rules and regulations prevailing on the premises of Licenser.
3.4 Upon the written request of Licensee, Licenser shall send to Licensee a reasonable number of qualified engineers and/or technicians to render assistance and service to Licensee in connection with the manufacture, production, use, sale and operation of the Licensed Products for a reasonable period to be agreed upon by the parties hereto, provided, however, that Licensee shall agree to bear the Technical Assistance Fee specified in Paragraph 2 of Article 4 herein, and the traveling expenses from and into the Republic of Korea as well as the living expenses in the Contract Territory incurred in relation to any such engineers and/or technicians. Licenser shall assure that such engineers or technicians are qualified with professional standards and reasonable skill, and shall perform the assistance and services with care and diligence.
3.5 Upon the written request of Licensee made from time to time during the term of this Agreement when new models of Licensed Products are introduced by Licensee, Licenser agrees to perform the testing and technical evaluation of such new models of Licensed Products assembled by Licensee, up to ten (10) units of each such model of Licensed Products to be sent to Licenser, free of charge.
3.6 In the event that the person of either Licenser or Licensee becomes ill during his stay at the other party's factory, either party hereto shall try to make its best efforts that such other party's person may receive the necessary medical treatment at the cost and liability of such other party.
Article 4. Consideration and Payment
4.1 In consideration of the Technical Information and the Industrial Property Rights, if any, furnished or to be furnished by Licenser to Licensee hereunder, Licensee shall pay Licenser the following compensation in the amount and in the manner specified below.
(a)Technical Disclosure Fee:
Within thirty (30) days from the Effective Date, Licensee shall pay Licenser the Technical Disclosure Fee, as stipulated in Appendix 4 attached hereto.
(b)Royalty:
Licensee shall pay Licenser the Royalty, as stipulated in Appendix 4 attached hereto. Such Royalty shall be computed quarterly terminating the respective last dates of March, June, September and December of each year. Licensee shall make payment to Licenser semiannually within sixty(60) days after the respective last dates of June and December of each year, in the amount specified in Licensee's royalty statement mentioned in Article 6 hereof.
(c)Additional License Fee:
Within thirty (30) days after Licensee selects Additional Model under Paragraph 2 of Article 3, Licensee shall pay to Licenser the Additional License Fee as specified in Appendix 4 attached hereto.
4.2 Technical Assistance Fee:
For the supervision and assistance by Licenser under Paragraph 4 of Article 3 hereof, Licensee shall pay Licenser Technical Assistance Fee within thirty(30)days after receipt of an invoice from Licenser, as specified in Appendix 4 attached hereto.
4.3 Payment Terms:
(a) All payments due under this Agreement shall be made in United States Dollars, strictly in accordance with this Agreement, if necessary, converted from the currency in the Contract Territory at the official telegraphic transfer selling rate of exchange prevailing in the Contract Territory on the date of the actual payment.
(b) Any payment to Licenser hereunder shall be made by means of official telegraphic transfer remittance, mail transfer remittance or banker's check, and shall be remitted
to the bank designated by Licenser.
4.4 Overdue Payments:
In the event that any payment due under this Agreement remains unpaid after the due date, an interest at the rate of fifteen (15) percent per annum for the period commencing with the due date until the date of actual payment shall be added to such unpaid amount and paid to Licenser.
4.5 If Licensee shall be prevented by order or regulation of either of the Governments of the Contract Territory from transmitting any payment due hereunder, then Licenser shall nominate in writing an alternative method of collecting such payment which shall not be restricted by such order or regulation and such alternative method shall be binding on Licensee until such order or regulation shall be withdrawn.
Article 5. Supply of Parts, Components, Equipment and Machinery
Upon the request of Licensee for the purchase of the parts, components, equipment and machinery to manufacture the Licensed Products, Licenser shall supply the requirements of Licensee for such parts, components, equipment and machinery to Licensee upon such terms and conditions as are contained in the sales agreement to be executed contemporaneously with the execution of this Agreement (the"Sales Agreement"). Such terms and conditions shall be the most favorable terms and conditions offered by Licenser to other international customers purchasing similar quantities of such parts, components, equipment and machinery.
Article 6. Reports, Records and Auditing
6.1 Licensee shall submit a royalty statement to Licenser quarterly within sixty (60) days after the end of each March, June, September and December subject to the payment of Royalty during the term of this Agreement of Licensed Products sold or otherwise disposed of (including the disposition of Licensee itself) during the preceding three (3) months and within sixty (60) days after the date of expiration or termination of this Agreement.
In such report Licensee shall state separately the production quantity, sales amount and any other information necessary for determining the Royalty payable relating to the reported Licensed Products.
6.2 Licensee agrees to keep true and accurate records, files and books of accounts containing all the data necessary for the full computation and verification of the amounts to be paid and the information to be given in the statement herein provided for and further to permit the same to be examined from time to time to the extent necessary for verifying the Royalty due and payable hereunder. Such examination shall be made at the expense of Licenser by a person or persons appointed by Licenser. If an error of five(5) percent or more in Licenser's favor is found as a result of the audit, Licensee shall bear such expense.
Article 7. Term and Termination
7.1 Term:
This Agreement shall be effective for an initial period of five (5) years from the Effective Date. After the end of this period, this Agreement shall expire without notice or any judicial proceedings. The parties may agree to extend the term of this Agreement for an additional period of five(5) years or any other period agreed upon by the parties hereto, provided, however, that any extension shall be subject to any necessary approval by the government of the Republic of Korea and/or the government of the Contract Territory, whichever comes later.
7.2 Termination Prior to Expiration of Term:
(a) In the event that either party fails substantially to perform any obligation and undertaking to be performed by the party hereunder and such default is not corrected within sixty(60)days from the date of notice from the other party to the party in default, such other party may terminate this Agreement by giving notice to the party in default and this Agreement shall be terminated thirty (30) days after the date of dispatch of such notice without service of formal notice by a court bailiff or any judicial proceedings.
(b) In the event of bankruptcy, receivership, insolvency or assignment for the benefit of creditors of any party hereto, the other party may terminate this Agreement effective immediately, by giving the irregularity-causing party notice to that effect without service of formal notice by a court bailiff or any judicial proceedings. Silence or abstention on the part of the aggrieved party on the occasion of one or more breaches of this Agreement shall, in no case, be deemed to constitute a tacit consent which can be relied upon as a precedent by the breaching party.
(c) Further, Licenser will be entitled to terminate this Agreement at any time by seven (7) day notice without service of formal notice by a court bailiff or any judicial proceedings if the Sales Agreement is terminated for any reason prior to the expiration of term thereof.
7.3 The Effect of the Termination:
Upon the termination prior to the expiration of the term of this Agreement, all the respective rights and obligations of the parties hereunder, except for obligations having accrued to the date and those of a continuing nature, such as confidentiality, shall cease. After any termination due to a default by Licensee, all Royalty and other payments to be paid by Licensee and all reports required to be made hereunder shall continue to be paid /made as if this Agreement has not terminated only with respect to the Licensed Products manufactured up to the date of termination. Moreover, immediately upon the termination of this Agreement for whatever reason, the Licensee shall:
(a) cease all manufacture, use and sale of the Licensed Products using the Technical Information and the Industrial Property Rights, provided, however, that only work-in-process by Licensee may be completed and sold, such sale or sales being subject to Royalty required to be paid to Licenser under Article 4 herein; and
(b) cease to be entitled to use and shall forthwith return or deliver to Licenser all written, photographic, or recorded materials containing Technical Information acquired from Licenser, directly or indirectly, and all copies, reprints and reproductions thereof.
Article 8. Trademark and Tradename
8.1 Licensee may have the non-exclusive and non-assignable right, without the right to sub-license, to use the Licenser's trademarks which are specified in Appendix 5 attached hereto and tradenames in connection with the Licensed Products in the Contract Territory during the term of this Agreement. Provided, however, that Licensee agrees to pay to Licenser the Trademark License Fee, as stipulated in Appendix 4 attached hereto.
8.2 The terms and conditions for the payment of the Royalty(specified in Article 4 herein) and the report of the Royalty (specified in Article 6 herein) shall be applied mutatis mutandis to the payment and report of the Trademark License Fee herein.
Article 9. Taxation
If Licenser is obligated to pay any taxes, fees, assessments, or other charges of any kind imposed by the Government of the Contract Territory, any subdivision thereof, or any governmental unit within the Contract Territory (hereinafter referred to as the "Tax"), with respect to any amount payable to Licenser under this Agreement, Licenser agrees to pay such Tax, and hereby authorizes Licensee to deduct at source the exact amount of such Tax payable out of the payment due to Licenser and Licensee shall pay on Licenser's behalf to the proper Tax agency of the Government of the Contract Territory in satisfaction of such Tax.
Promptly after the payment of such Tax Licensee shall furnish Licenser with an original Tax receipt issued by the Tax agency.
Article 10. Arbitration
Any controversy or claim arising out of or in relation to this Agreement, or any breach thereof, which cannot be amicably settled between the parties hereto, shall be finally settled by arbitration. The arbitration shall take place in Seoul, before
three (3) arbitrators in accordance with the Commercial Arbitration Rules of the Korean Commercial Arbitration Board then in effect. The proceedings shall be conducted in English. The award rendered by the arbitrator shall be final and binding upon both parties.
Article 11. Effective Date
It is clearly understood and agreed upon by the parties hereto that this Agreement shall be deemed effective when all the terms and conditions of this Agreement are approved by the Government of the Republic of Korea and/or the Government in the Contract Territory, if necessary, whichever comes later. Either party shall notify the other party in writing of the date of approval by the relevant government, respectively.
Article 12. Applicable Laws
This Agreement shall be construed and interpreted in accordance with the laws of the Republic of Korea.
Article 13. Force Majeure
Neither party shall be liable to the other party for non- performance or delay in performance of any of its obligations under this Agreement due to causes reasonably beyond its control, including but not limited to any fire, flood, strike, labor trouble or other industrial disturbance, unavoidable accident, governmental regulation, riot, and insurrection. Upon the occurrence of such a force majeure condition, the affected party shall immediately notify the other party of any event of force majeure and inform the other party of any further developments.
Immediately after the cause is removed, the affected party shall perform such obligations with all due speed.
Article 14. Notice
Unless otherwise specified herein, any notice under this Agreement may be in writing sent by registered airmail, telex or telefax to the other party at the addresses or telex or telefax numbers as specified hereafter (or such at other addresses or telex or telefax numbers as shall be specified by the parties by notice pursuant to this section), and shall be deemed to have been received by the other party within fifteen (15) days of dispatch if by registered airmail or within twenty four (24) hours of dispatch if by telex or telefax.(팩스 만큼 이메일도 많이 사용함)
If to Licensor
Address: Licensor Co., Ltd.
-----------------------------------------------------
Telex:
Telefax:
If to Licensee
Address:
Telex:
Telefax:
Article 15. Entire Agreement and Amendment
This Agreement constitutes the entire and only agreement between the parties relating to the subject matter hereof and supersedes and cancels any previous agreements, negotiations, commitments or representations in respect thereto and shall not be released, discharged, changed or modified in any manner except by an instrument in writing signed by duly authorized officers or representatives of each party hereto.
Article 16. Survival of Provisions
Obligations of Licensee under Articles 4, 6, 7, 8, 9 and 17.4, as well as the provisions of Articles 10, 12, 14, 15 and 16, shall survive termination of this Agreement indefinitely or as provided herein.
Article 17. Miscellaneous
17.1 The obligations and rights of the parties hereto shall be subject to the following :
(a) Licenser shall not be obliged to disclose any proprietary information of a third party or parties without the consent of such third party or parties.
(b) Such reasonable regulations as either party may deem it necessary to make in order to comply with the laws, regulations, requirements and requests of its government or any agency thereof.
(c) Existing rights as of the Effective Date, if any,of a third party or parties.
17.2 Licenser shall use its best efforts to verify the accuracy of the Technical Information furnished by it hereunder and in case there should be any mistake or error in such Technical Information furnished by it and such fact is confirmed by Licenser, Licenser shall supply Licensee with the corrected information thereof. However, Licenser shall not be liable for any damages arising out of or resulting from anything made available herein or the use thereof, nor be liable to Licensee for consequential damages under any circumstances.
17.3 Nothing contained in this Agreement shall be construed as :
(a) imposing upon Licenser any obligation to institute any suit or action against any third party for infringement of any patent (including but not limited to the patent or other intellectual property rights) licensed hereunder, or to defend any suit or action brought by any third party which challenges or concerns the validity of such patent or intellectual property rights; or
(b) a warranty or representation by Licenser that the manufacture, use, import, sale or other disposal of the Licensed Products hereunder will be free from infringement of any patent or other intellectual property rights owned or possessed by any third party.
17.4 Licensee agrees that it shall not, without prior written consent of Licenser, sell, assign or divulge the Technical Information disclosed and furnished by Licenser hereunder in any manner to anyone except those of its employees and subcontractors who will be using such Technical Information in the assembly, production and use of the Licensed Products. Such obligations or liabilities of Licensee shall survive for five (5) years after the termination and/or expiration of this Agreement.
17.5 The language to be used in rendering the Technical Information disclosed and furnished by Licenser to Licensee hereunder and/or in corresponding any documentation between the parties hereto shall be English.
17.6 This Agreement or any right hereunder shall not be assigned or otherwise transferred by Licensee and shall not inure to the benefit of any trustee in bankruptcy, receivership or otherwise, without a written consent of Licenser ; and any assignment or transfer without such consent shall be null and void.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
(Licenser) (Licensee)
Licensor Co., Ltd. Licensee Inc.
By : _____________________ By : _____________________
Name : _____________________ Name : ____________________
Title : _____________________ Title : _____________________
Appendix 1
THE LIST OF THE LICENSED PRODUCTS
───────────────────
│No. │ Item │ Licenser's Model Number │ Remarks
※ The above model numbers may be changed after consultation between the parties hereto.
Appendix 2
THE LIST OF THE ADDITIONAL MODEL
────────────────
│No. │ Item │ Licenser's Model Number │ Remarks
※ The above model numbers may be changed after consultation between the parties hereto.
Appendix 3
THE LIST OF THE TECHNICAL INFORMATION
─────────────────────
1. The List of the Technical Information:
1) Manufacturing drawings and parts drawings
2) Performance standards
3) Process standards
4) Parts and material list
5) Test and inspection specifications
6) Purchase specifications of the parts and materials
7) Technical specifications utilized to select, install, operate and maintain equipment and machinery including the following:
7-1) Layout of machinery and equipment
7-2) Specifications of machinery,equipment and test/inspection equipment
7-3) Specifications of jigs, fixtures, dies, tools, measuring instruments and gages
7-4) Quality control planning and standards
7-5) Technical manuals for after-sales service and repair
8) Any other necessary technical data and know-how generally used
by Licenser.
The following technical information shall not be included in Technical Information under this Agreement:
1) Information under researching and developing
2) Information owned by any third party or parties.
Appendix 4
THE PAYMENT TERMS FOR THE TECHNICAL ASSISTANCE AND LICENSE
─────────────────────────────
1. In accordance with Article 4 of this Agreement, Licensee shall pay Licenser as follows :
(1) Technical Disclosure Fee, Royalty and Additional License Fee
│ Item │ Item 1 │ Item 2 │
│1) Technical Disclosure Fee
│2) Royalty
│3) Additional License Fee
│ For Additional Model
(2) Technical Assistance Fee for Licenser's Engineer(s) or Technician(s)
│ Class │Rate of Technical Assistance Fee│ Remarks
1) Senior Engineer│ US$ / Man / Day │
2) Engineer │ US$ / Man / Day │
3) Technician │ US$ / Man / Day │
※ The Technical Assistance Fee for Licenser's engineers/technicians shall be computed commencing with the date such engineers /technicians leave Seoul for the Contract Territory and ending with the date the engineers and/or technicians arrive in Seoul, including Sundays and Holidays.
2. Trademark License Fee:
In accordance with Article 8 of this Agreement, Licensee shall pay Licenser Trademark License Fee the amount of ( ) percent of the Ex-Factory Price of the Licensed Products, which are branded under the Licenser's trademark, manufactured and sold, used or otherwise disposed of by Licensee.
※ Reference:
Ex-Factory Price means the ex-factory price for the Licensed Products manufactured and sold, used or otherwise disposed of by Licensee.
Appendix 5
THE LIST AND CONTENT OF THE TRADEMARK
───────────────────
ㅡㅡㅡㅡㅡㅡㅡㅡㅡㅡㅡㅡㅡㅡㅡㅡ
고도의 국제법 전문가 그룹
국제법률연구원 International Law Research Institute.
Website. www.ilri.co.kr
Tel. [Korea +82]
• Information Dept. (0)507-1350-0621 / info@ilri.co.kr
• Law Dept. (0)507-1351-0621 / law@ilri.co.kr
• Education Dept. (0)507-1352-0621 / education@ilri.co.kr
• Finance Dept. (0)507-1353-0621 / finance@ilri.co.kr
• Press Dept. (0)507-1354-0621
• Korea Court Auction Dept. (0)507-1420-0621
• Paid counsultation. (0)2-557-3476 / (0)10-5295-0621 |
|
|
