技术引进协议书（通用32篇）

　　forewords

　　this contract is signed on this date of in by and between (hereinafter referred to as party a) and (hereinafter referred to as party b).

　　whereas party b is in possession of the know - how to manufacture the contract products and has the right and is willing to transfer such know - how to nanfang technology co.， ltd; and whereas nanfang technology co.， ltd. wishes to utilize the know - how possessed by party b to manufacture， sell and exportthe contract products; party a， authorized by nanfang technology co.， ltd.， held friendly discussions with party b and have concluded under the following terms and conditions thie contract.

　　1. definitions

　　1.1 "know- how" shall mean all the manufacturing technology and process engineering to manufacture the contract products which are required by party a and which party b possesses. such technology engineering shall include technical details of all designs， operation drawings， technical documentations， manufacturing engineering， procedure and techniques.

　　1.3 "technical documentations" shall mean all the know - how necessary to manufacture the contract products and all the designs， drawings， processing techniques， and engineering documents， etc. that party b uses in manufacturing the contract products. the contents and requirements of such technical documentations are set forth in appendix 2 of this contract.

　　1.4 "test products" shall mean the contract products manufactured by party a with the knowhow and special equipment supplied by party b which， when tested， shall meet the technical specifications and standards as specified in appendix 1 of this contract.

　　1.6 "engineering regulations" shall mean those regulations which should be followed when manufacturing and processing the contract products.

　　2. contents & scopes of contract

　　2.1 party b agrees to transfer to party a and party a agrees to procure from party b the knowhow to manufacture the contract products. party a shall， in its own factory， use the know - how and equipment supplied by party b to manufacture qualilied contract products of which the specifications， types， quantity， technical specification and standards are specified in appendix 1 of the contract.

　　2.2 party b shall provide to party a the complete set of engineering documents and technical documentations to be used for the manufacture of contract products in party a's factory. such engineering documents and technical documentations shall correctly direct the manufacture. details are set forth in appendix 2 of the contract.

　　2.3 the related technical standards shall be submitted by party b at the same time the technical documentation is provided.

　　2.4 the technical documentation covering the know - how to meanufacture the contract products shall be complete.

　　2.5 in addition to providing the know - how， party b shall also select and provide to party a the key equipment necessary for the manufacture of contract products. the requirements and specifica-tions are specified in the "equipment purchase contract"(epc)of which the delivery and payment are subject to the provisions there - of.

　　2.6 to ensure the manufacture of contract products， party b agrees to the introduction of some domestic equipment by party a bo be used with the equipment provided by party b in the manufacture. details of such domestic equipment are set forth in appendix 4 of the contract.

　　2.7 party b shall， according to the conditions and requirements as specified in appendix 4， render technical training to party a' s personnel in the factory of party b so as to ensure that the personnel can master the know - how and be able to manufacture the contract products.

　　2.8 party b shall， according to the conditions as specified in appendix 5， assign competent ex. perts to party a's factory to render technical supervision and technical service.

　　3. contract price_________shall be training fee.

　　3.2 the above contract price is fixed and shall include the expenses to ship all the technical documentation to shenzhen as specified in chapter 2 of the contract. such contract price shall also include the expenses for party b to carry out the other contract obligations of this contract.

　　3.3 all the calculations and payment of expenses of this contract shall be in u/s/dollars.

　　3.4 the total price of the equipment shall be_________. the execution shall be subject to the provisions of the epc.

　　4. payment & payment conditions

　　4.1 the payment of all the expenses under this contract shall be made by m/t through bank of china， shenzhen branch and the bank designated by party b. all the bank expenses occuring inside china shall be borne by party a and those outside china shall be borne by party b.

　　4.2 payment:

　　4.2.1 15% of the above contract price， e. g._________shall be paid by party a to party b by m/t within 30 days after party a has received from party b the following technical documentations and documents and providing that they are in conformity with the contract:

　　(2)one original copy of the letter of confirmation of party b to complete the technical documentations as specified in appendix 2 of the contract within 2 months after the contract takes effect.

　　(3)sight draft one original and one copy.

　　(4)commercial invoice of _________in four copies.

　　4.2.2 _________of the_________contract price amounting to_________shall be paid by party a to party b by m/t after party a has received all the technical documentations and 15 days prior to the technical training.

　　4.2.3 _________of the_________contract price amounting to_________shall be paid by party a to party b by m/t after in installation and testing of the equipment are completed， the equipment is put into operation and produces qualified products and both parties have signed certificate of acceptance， and within 30 days after party a has received the following documents and proved that they are in conformity with the contract:

　　(1)commercial invoice of_________in four copies.

　　(2)certificate of acceptance of contract product quality signed by both parties in two copies.

　　(3)original and copy of sight draft one copy respectively.

　　4.3 payment and terms of payment of the epc amounting to_________shall be subject to the provisions thereof.

　　5. delivery of technical documentations & equipment

　　5.2 the delivery of the equipment and equipment technical documents shall be subject to the terms of delivery of the epc.

　　5.3 within 2 working days after each lot of technical documentations is shipped， party b shall notify party a by telephone the date of shipment， quantity， number of cases， weight， number of airbill of lading， contract number， flight number and expected date of arrival and send by air - mail - register to party a the following documents:

　　(1)air bill of lading one original and four copies.

　　(2)detailed list of technical documentations in three copies.

　　5.4 if the technical documentations are hand carried to shenzhen， the date when party a signs the receipt shall be taken as the date of delivery of the technical documentations.

　　5.5 in case of any loss， shortage of damage of the technical documentations during shipment， party b shall， within the possible shortest time which， however， doesn't exceed 20 days from notification by party a， make replacement to party a free of charge.

　　5.6 the packing of the technical documentations should be strong， suitable for long distance transportation and repeated loading and unloading. precautions against rain and moisture shall also be taken. each case shall be marked in english indicating the following contents:

　　(1)contract number：_________

　　(2)consignee：_________

　　(3)shipping mark：_________

　　(4)destination：_________

　　(5)consignor：_________

　　(6)weight：_________

　　(7)case number：_________

　　5.7 in each case， a detailed packing list in two copies shall be inserted.

　　6. modifications & improvement of technology

　　6.1 in the event there is any part in the technical documentations not suitable for party a's practical production conditions， such as standards of design， standards and requirements on materials， engineering and facilities， party b shall be responsible to assist party a to make modifications which shall then be confirmed by both parties.

　　6.2 during the term of contract， if either party makes any improvement and development with regard to the technology contents and scopes of the contract， such party shall provide the information of the improvement and development to the other party free of charge.

　　6.3 the ownership of the above improvement and development shall be retained to the providing party. the other party shall not be entitled to any application for patent， neither shall the other party transfer such improved and developed technology to any third party.

　　7. assessment & acceptance of products

　　7.1 to ensure that the know- how supplied by party b is correct， reliable and advanced， both parties shall jointly perform in party a's factory the assessment and acceptance of the contract products in accordance with the provisions of appendix 6 of the contract.

　　7.2 according to chapter 2， the technical requirements， standards and drawings shall be taken as evidence of the assessment and acceptance of contract products. the details are set - forth in appendix 1 of the contract.