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여러 해외정보들 중에서 일반인과 기업이 필요로 하는 국제법 관련 정보를 신속하게 제공하는 것이 저희의 목적입니다. 본 자료는 국제법률연구원 International Legal Research Institute이 조사하여 제공합니다.
본 라이센스 계약 형식은 앞서 게재한 기술지원계약 라이센스와 다른 형식이며, 기술지원 라이센스 계약시 통상적으로 Licensor, Licenser, 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 TECHNICAL LICENSE AGREEMENT
Between
라이센스 받는자명 Name of Licensee
and
라이센스 주는자명 Name of Licenser
TABLE OF CONTENTS
CONTENT
Article 1. (Definitions)
Article 2. (Grant of License)
Article 3. (Sales Information)
Article 4. (Technical Assistance & Service)
Article 5. (Improvements)
Article 6. (Payment)
Article 7. (Supply of Components, Parts & Raw Materials)
Article 8. (Records, Auditing & Reports)
Article 9. (Guarantee)
Article 10. (Duration & Termination)
Article 11. (Use of Trademark & Brand Name)
Article 12. (Patent Infringement)
Article 13. (Secrecy)
Article 14. (Arbitration)
Article 15. (Effective Date)
Article 16. (Applicable Laws)
Article 17. (Force Majeure)
Article 18. (Notices)
Article 19. (Language)
Article 20. (Entirety)
Appendix : (Ⅰ) Details of the Licensed Products
(Ⅱ) List of the Licensed Trademarks
(Ⅲ) The Rate of Service Fees
TECHNICAL LICENSE AGREEMENT
THIS AGREEMENT made and entered into on (날짜) of ( 월 ), ( 연도 ), by and between(기술제공자 상호),a corporation organized and existing under the laws of(기술제공자 국가), having its main office and place of business at(기술제공자 주소) (hereinafter referred to as "Licenser") and( 기술도입자 상호 ),a corporation organized and existing under the laws of 기술도입자 국가, having its main office and place of business at(기술도입자 주소) (hereinafter referred to as "Licensee")
이하 보증
WITNESSETH :
WHEREAS, Licenser has long been engaged in the manufacture and sale of (계약제품명, 모델명, 품목) (hereinafter referred to as the "Licensed Products") ; and
WHEREAS, Licenser has acquired and possesses valuable technical information on the design, manufacture, construction or assembly and use of the Licensed Products ; and
WHEREAS, Licenser has the right to grant a license to use technical information and/or industrial property rights in connection with the Licensed Products ; and
WHEREAS, Licensee desires to obtain, and Licenser is willing to grant, the right and license to manufacture, use and sell the Licensed Products utilizing such technical information furnished by Licenser.
NOW, THEREFORE, in consideration of premises and covenants hereinafter set forth, the parties hereto agree as follows :
용어 정의
Article 1. Definitions
As used in this Agreement, the following terms have the following meanings respectively :
1. "Licensed Products" mean as mentioned below ;
______, ______, _______, ______, ______, ______, ______, ______ and ______. As to details of the Licensed Products, the stipulation of Appendix I hereto shall apply.
2. "Technical Information" means all the technical knowledge, know-how, standard calculation, data and information developed or otherwise generally used by Licenser pertaining to the manufacture, use and sale of the Licensed Products.
3. "Contract Territory" means the territory subject to the Government of the 계약 국가 규정.
4. "Industrial Property Rights" mean any or all rights under patents, utility models and applications therefor presently owned or hereafter acquired by Licenser and/or which Licenser has or may have the right to control or grant license thereof during the term hereof and which are applicable to or may be used in manufacture of the Licensed Products.
5. "Licensed Trademarks" shall mean the trademarks which are specified in Appendix Ⅱ hereto.
허가 부여
Article 2. Grant of License
1. Licenser hereby grants to Licensee(an exclusive 또는 a non-exclusive) right to manufacture, use and sell the Licensed Products using the Industrial Property Rights and Technical Information furnished by Licenser in the Contract Territory.
2. Licenser hereby grants to Licensee(an exclusive 독점 / a non-exclusive 비독점) right to sell the Licensed Products to any country in the world(except Licensing Country 계약 제외 국가 : ).
판매정보
Article 3. Sales Information
1. Upon written request of Licensee, Licenser shall furnish Licensee with necessary drawings, technical data and price information on a breakdown basis in order to enable Licensee to prepare quotations, in so far as such information is currently available from Licenser.
2. To assist Licensee in selling the Licensed Products, Licenser will furnish Licensee with one complete set of current materials generally used for sales promotion, such as brochures, catalogues and technical data available from Licenser, which cover the entire range of the Licensed Products.
기술지원 및 서비스
Article 4. Technical Assistance & Service
1. Licenser will supply Licensee with the following data in order that Licensee may manufacture to the best advantage the Licensed Products without delay :
(a) Drawings for designing, manufacturing and assembling
(b) Specifications
(c) Materials list
(d) General calculation sheet
(e) Data for inspections and trial operations
(f) Fabrication and assembly procedures
(g) Operating and instruction manuals
(h) Any other necessary technical data and know-how generally used by Licenser.
2. Licenser shall, by request of Licensee, permit a reasonable number of technical personnel designated by Licensee to have an opportunity to study the design and manufacture of the Licensed Products at Licenser's place of business.
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 will 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.
3. Upon written request of Licensee, Licenser will send to Licensee, subject to availability of personnel and to mutual agreement, qualified engineers or technicians to render assistance and services to Licensee in connection with the manufacture, sale and operation of the Licensed Products for a reasonable period to be agreed upon by the parties hereto, provided, however, that Licensee agrees to bear the traveling expenses to and from(Licensing Country)and living expenses in 국가명 incurred by any such engineer and/or technicians.
Licenser assures that such engineers and technicians are qualified in terms of professional standard skills, and will lend assistance and perform services with care and diligence.
개선, 증진 사항
Article 5. Improvement
If at any time during the term of this Agreement one party hereto discovers or comes into the possession of any improvements or further inventions relating to the Licensed Products or in connection with the design, manufacture, use and sale of the same, the party shall furnish the other party with information on such improvements or further inventions without any delay and free of charge.
지불 조건
Article 6. Payment
1. In consideration of the Technical Information and the Industrial Property Rights furnished or granted by Licenser to Licensee hereunder, Licensee will pay to Licenser the following royalty and other remuneration in the amount and in the manner specified below.
(a)Initial Payment :
Licensee shall pay Licenser the initial payment equivalent to(Relevant Sum),which shall be made within(지급기한)days from the date of approval of this Agreement by the authorities concerned, the Government of the Republic of Korea.
(b)Royalty :
In addition to the initial payment mentioned hereinabove, Licensee shall pay Licenser the royalty equivalent to ( ) percent ( %) of net selling price for each sale of the Licensed Products.
(c) Net selling price shall be the gross invoice price of each of Licensed Products sold or otherwise disposed of by Licensee in normal, bonafide, commercial transaction without any deduction other than the following items of expenses, if any, to the extent to which they are actually paid and included in the gross invoice price :
1) Sales discount
2) Sales returned
3) Indirect taxes on sales
4) Insurance premiums on sales
5) Packing expenses on sales
6) Transport expenses on sales
7) Sales commissions
8) Advertisement fees
9) Installation expenses at places where the Licensed Products are to be used
10) CIF price and import duty of the raw materials, intermediate goods, parts and other components purchased from Licenser.
(d) Royalty shall be computed for(Royalty 산출단위기간 : six month period terminating the last date of June and December)of each year. Licensee shall make payment to Licenser within(지급기한 : ninety days after the last date of June and December)of each year in the amount specified in Licensee's royalty statement as set forth in Article 8.
2. For the supervision and assistance by Licenser under Paragraph 3 of Article 4, Licensee shall pay to Licenser service fees at the rates specified in Appendix Ⅲ within(지급기한 몇 일 이내)days after receipt of an invoice from Licenser.
3. All payments due under this Article shall be made in(지급통화 USD 또는 기타)strictly in accordance with this Article, converted from 환율계산할 산정기준통화 at the official telegraphic transfer selling rate of exchange prevailing in 수취힐 도시, 국가명 on the expire date of the immediately preceding (Royalty 산출단위기간 : six month period)for the calculation of the royalties hereunder.
4. Any and all payments made to Licenser hereunder will be by means of official telegraphic transfer remittance, mail transfer remittance, banker's check or through non-resident foreign currency deposit account established at bank(s) in(Licensing Country or other countries)in the name of Licensee and will be remitted to the bank designated by Licenser.
Article 7. Supply of components, Parts & Raw Materials
1. Upon Licensee's written request, Licenser shall supply components, parts and raw materials to Licensee in due time and at reasonable and competitive prices.
2. Licensee shall open irrevocable letter of credit to buy components, parts and raw materials from Licenser.
Article 8. Record, Auditing & Report
1. Licensee shall send its statement of royalties due for the immediately preceding (Royalty 정산기간 : six month period) together with full evidences which Licenser may require, to reach Licenser not later than (Royalty Statement 송부기한 : sixty days) after the expiration of the immediately preceding (Royalty 정산기간 : six month period).
2. At the time of remitting the royalties, Licensee shall submit to Licenser a written report stating the net selling price, overall order price with clients, the number, and the type of the Licensed Products sold or used by Licensee under this Agreement during the(Royalty 정산기간 : six month period ended on June 30th and December 31st of each year).
보장사항
Article 9. Guarantee
1. During the term of this Agreement, Licenser shall be responsible for damage resulting from defective Technical Information and parts furnished to Licensee by Licenser.
2. Licenser shall not be responsible for consequential damages resulting from the faulty application of Technical Information by Licensee.
지속기간 및 종료시기
Article 10. Duration & Termination
1. This Agreement will be effective for an initial period of(계약기간)years from the effective date of this Agreement.
After the end of this period, this Agreement may extend the term of this Agreement, provided, however, that any extension shall be subject to the necessary approval by the Government of the Republic of Korea.
2. If either party hereto continues in default of any obligation imposed on it herein for more than(독촉기한 : sixty days)after written notice has been dispatched by the registered airmail by the other party requesting the party in default to remedy such default, the other party may terminate this effect by registered airmail to the first party and this Agreement shall terminate on the date of dispatch of such notice.
In the event of bankruptcy, receivership, insolvency or assignment for the benefit of creditors of either party hereto, the other party may terminate this Agreement effective immediately by giving the first party written notice to that effect.
상표 및 브랜드명 사용
Article 11. Use of Trademark & Brand Name
1. Licenser hereby grants to Licensee, upon the terms and conditions hereinafter specified,(an exclusive / a non-exclusive),non-assignable license to use the Licensed Trademarks during such time as this Agreement subsists in such manner as not to deceive the public, on and in connection with the Licensed Products.
2. Licensee shall be entitled to use Licensed Trademarks on Licensee's letter headings, invoices and all advertising and promotional material in such form and in such manner as shall be approved at the first consulting in writing with the Licenser.
3. Each of the Licensed Trademarks shall be used only after it has been duly registered with the Patent Office, and after this Agreement has also been duly registered with the Patent Office.
4. This license to use the Licensed Trademarks is provided on a royalty free basis and Licensee shall have the right to use combined trademark on the Licensed Products.
5. If this Agreement is terminated, Licensee shall immediately cease using the Licensed Trademarks.
특허 침해
Article 12. Patent Infringement
Should any of the Licensed Products manufactured by Licensee strictly in accordance with the Technical Information supplied by Licenser under this Agreement partially and/or totally infringe on patent right belonging to the third party which shall make a claim against Licensee for alleged infringement of such patent right, Licensee shall immediately by telex inform Licenser thereof and transfer the claim with all pertinent details to Licenser, who shall be responsible for handling of the claim and Licensee shall in no respect have any responsibility for the claim from such party.
비밀유지
Article 13. Secrecy
Licensee agrees that it will 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 its sub-contractors who will be using such information in the manufacture and assembly of the Licensed Products.
중재
Article 14. arbitration
Any dispute arising under or by virtue of this Agreement, or any difference of opinion between the parties hereto, concerning their rights and/or obligations under this Agreement shall be finally resolved by arbitration. Such arbitration proceedings shall take place in(중재장소 / Geneva,Switzerland / the place of respondent)in accordance with the applicable rules of arbitration of(중재규칙 또는 중재기관명), but the proceedings will be conducted in the English language.
The decision of the arbitration proceedings shall be final and binding upon both parties.
효력 발효일
Article 15. Effective Date
It is clearly understood and agreed by both parties that this Agreement shall be deemed effective when all conditions imposed by the 국가명 Government and/or the Government of (Licensing Country) shall have been met to the satisfaction of Licenser and Licensee. The date of such governmental approval shall become the effective date of this Agreement. Licensee and/or Licenser shall notify in writing to the other party specifying the date of their respective governmental approval.
적용법률, 준거법
Article 16. Applicable Laws
This Agreement shall be construed and interpreted in accordance with the laws of the 기술제공국가
불가항력
Article 17. Force Majeure
Neither party shall be liable to the other party for non-performance or delay in performance of any of its obligation under this Agreement due to causes reasonably beyond its control including fires, floods, strikes, labor troubles or other industrial disturbances, unavoidable accidents, governmental regulations, riots, and insurrections.
Upon the occurrence of such a force majeure condition, the affected party shall immediately notify the other party with as much detail as possible and shall promptly 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.
고지방법
Article 18. Notices
All communication notices or the like between the parties shall be valid when made by telegraph or telex communication subsequently to be confirmed in writing and addressed to the following addresses :
To Licensee : (수신인 / 직위 / 부서명)
(주소)
(Telex)
(Telefax)
To Licenser : (수신인 / 직위 / 부서명)
(주소)
(Telex)
(Telefax)
사용언어
Article 19. Language
1. The language to be used in rendering the Technical Information disclosed and furnished to Licensee by Licenser under this Agreement shall be in English.
2. The language for correspondence between the parties and any documentation shall be in English.
전제
Article 20. Entirety
This instrument embodies the entire agreement and/or understanding between the parties hereto
relative to the subject matter hereof ; and there are no understandings, agreement conditions or representations, oral or written, express or implied, with reference to the subject matter hereof that are not merged herein or superseded hereby.
No modification hereof shall be of any force or effect unless reduced to writing and signed by the parties claimed to be bound thereby and no modification shall be effected by the acknowledgment or acceptance of any order containing different conditions.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
(Licenser) (Licensee)
For and on behalf of For and on behalf of
By : _____________________ By : _____________________
Name : _____________________ Name : _____________________
Title : _____________________ Title : _____________________
To Find Blueocean, Taste Different Soluton
고도의 국제법 전문가 그룹 ㅡ 국제법률연구원
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