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With fast economic development of China and globalization trend,China has been participating more frequently in technology trade and paid more attention to the intellectual property rights involved in the technology transfer.The following discussion is held between Mr.Li(L),general engineer of a factory and Mr.Smith(S),manager of a Sweden Industrial Co.

L:It’s really nice to meet you,Mr.Smith.I appreciate your visit to China.How is your trip?

S:The trip is good.I have always wanted to come to China.Thank you for your kind invitation.

L:It’s our pleasure to work with one of the world distinguished technology companies like yours.Now I will be open and frank.

S:That’s exactly the way we work too.

L:You know that our factory has been considering improving our present production lines and develop new products for a long time.After attending the World Exhibition of Automobile Parts and Accessories,we have great interest in your products.

S:I can see you are well prepared for this.But before we come to the core technological issue,first of all,I’d like you to give me a brief introduction of your products.

L:Oh,yes.The products of our factory mainly include different kinds of machines to produce automobile parts and accessories.We have been supplying parts and accessories for many automobile plants in China in the last ten years.Now we want to update our outmoded bolt- and screw-making machines.What we need urgently are the cutting-edge technical blueprints from you.

S:We’re glad to cooperate with you in this area.Our technology is of world-advanced levels for both design and production.We can offer you our state-of-the-art computerized precision machines.

L:I am sorry,but what we have in mind is to discuss a technology transfer with you.We would like to buy the technical blueprints through licensing agreement.

S:Well,we welcome all the possibilities of cooperation.What specific technologies are you interested in?

L:As mentioned earlier,we are interested in your computerized precision machine technology to produce different kinds of bolts.

S:I can see you have done your homework.That is the best part of our technology.

L:Under the standard licensing agreement,what rights will the license grant to the factory?

S:It will grant rights of using our blueprints to produce new machines.In addition,we will train your engineers.However,I would like to remind you the license to be granted is nonexclusive and nontransferable.

L:That’s fair.Is the patent included in the license?

S:Yes.The patent is valid for 10 years from now.

L:It’s a fruitful morning.Before we get on to the details of transfer,let’s have a break.Please help yourself with the refreshments.

(After break,Mr.Smith and Mr.Li resume their discussion)

L:Mr.Smith,I think we can now focus our discussion on specific terms and conditions in the licensing agreement so that a draft contract can be worked out very soon.

S:I appreciate your working efficiency and practicality.Let’s strike while the iron is hot.

L:What are the payment terms for the technology?

S:Apart from an initial down payment for disclosure of our know-how,your factory shall pay us either 15% of your annual net sale resulting from using our new technology or a fixed amount of royalty fee.Whichever you prefer.

L:Well,I cannot decide which term to agree right now but 15% annual sale is somewhat too high.How long do we have to pay?

S:As long as the licensing agreement is valid,10 years I suppose.

L:What about technical assistance and training? How are you able to help us,Mr.Smith?

S:We shall send you eight sets of technical blueprints after the effective date of contract.Meanwhile we shall send our technicians for technical assistance and training.

L:We cannot specify how many training sessions and technical personnel we need.But on the whole we’re satisfied with your plan.Well,since the technology transferred by you is in the form of technical blueprints,what if they are not practical and feasible during our production process?

S:In that case,our company will cooperate with your party under the principle of integrity and mutual trust.So you’re assured to have the most-advanced technology of our company.However,it is possible that you might meet some problems during the production process since the technology is new to you.If that really happens,we can cooperate together to solve the problems to make sure that the production process is not affected.

L:Thank you for your assurance.What about new technological improvements? Are you going to share with us information on improvements and developments of the technology made during this license agreement?

S:That is guaranteed.After visiting your factory I feel the information exchange process must be a mutual one.

L:The agreement should also guarantee that the entire licensing process will meet the specifications in the technical documentation.

S:There is no doubt about that.I agree.

L:I have consulted relevant licensing and franchising laws and find the following terms:In case the seller fails to deliver technical documentation,the equipment or its spare parts as stipulated in the contract the buyer shall have the right to cancel the contract and the seller shall return the buyer all the payment already made to the seller plus interest at a rate of prevalent interest rate per annum.Should any delay in delivery arise,a penalty for delay shall be calculated based on the duration of the delay.

S:I can understand why you check all the legal articles and want to put them into our contract stipulations.Business is business.I have no objection to that.Since it is the first time that we cooperate I would like to voice my own concern.

S:What I’m concerned with is the problem of confidentiality and non-transferability.

L:We promise to do our best to protect your technical information and know-how.What about we have a separate confidential and non-transferable agreement attached with relative penalty provisions?

S:I agree.I think we have covered nearly all the important provisions of contract.It seems that we can make out a draft contract in a few days.

L:Yes,we have agreed on the major points.Mr.Smith,I believe that our future cooperation will be a successful one.It’s almost the time for dinner.Let’s go and celebrate.

product lines 产品系列，产品种类

World Exhibition of Automobile Parts and Accessories 国际汽车零配件展

accessory n.零配件

bolt-and screw-making machines 螺栓制造机

cutting-edge a.先进的，尖端的

technology transfer （technological transfer）技术转让

state-of-the-art a.（科技）最先进的，最高级的

licensing agreement 专利使用权转让协定

grant v.给予，答应

nonexclusive a.非独家的，不排外的

nontransferable a.不可转让

patent n.专利，专利权

fruitful a.有收获的

refreshments n.（pl.）点心

draft contract n.合同草案

Strike while the iron is hot.趁热打铁。

valid a.有效的（validity n.有效，效力）

initial payment 首期付款

know-how n.（技术）诀窍

royalty n.专利税，版权税，特许权

technical documentation 技术资料

contract stipulations 合同条款

confidentiality n.保密（协议或条款）

1.have sth.in mind 记住某事，想做某事

What we have in mind is the business program at your university.

2.grant 给予，答应

The licensor has the right to grant the licensee a license to exploit know-how in connection with contract products.

Upon full payment by the customer,the company will be deemed to grant to the customer a software license as provided below.

3.guarantee 保证，担保

The Letter of Credit will guarantee that both buyer and seller’s interests shall be protected.

We guarantee that the delivery shall be made by the seller according to the terms and conditions of the contract.

4.have no objection to 不反对

We have no objection to your requirements.

Nobody has objections to those procedures.

5.confidentiality 保密（协议或条款）

We must think carefully about the confidentiality clauses in the technology transfer contract.

Each party should comply with the confidentiality agreement.

1.技术转让（technology transfer）：指技术持有者通过各种方式将其拥有的生产技术、销售技术或管理技术以及有关的权利转让给他人的行为。超越国境的技术转让行为就是国际技术转让。国际技术转让包括商业性技术转让和非商业性技术转让。非商业性技术转让是指通过政府援助、技术情报交换、学术交流和技术考察等形式进行的技术让渡。商业性技术转让指技术有偿转让，亦称技术贸易。在有偿技术转让中，销售技术的一方成为技术出让方，购买技术的一方成为技术受让方，或技术引进方，因此，从购买者角度来看，技术转让又可称为技术引进。

2.许可协议（licensing agreement）：指许可人同意受许人使用、制造或销售其专利物，或同意受许人使用其商标，而由受许人支付一定的报酬作为取得此项使用权的对价的一种合同。许可协议是技术贸易的一种主要形式，适用于以专利、商标和外观设计为内容的技术转让协议。

3.技术诀窍（know-how）：从法律的角度来看，know-how是指未公开过的，未取得工业产权法律保护的，以图纸、技术资料、技术规范等形式提供的制造某种产品或应用某项工艺以及产品设计、工艺流程、配方、质量控制和管理方面的技术知识。Know-how是一种重要的无形资产，能够为企业创造财富。

1.Fill in the blanks with appropriate prepositions.

1) Would you please send us information_______a product known as “Kappa 700”?

2) We learned_______this product from a local newspaper.

3) Your company has been our equipment supplier_______a long time.

4) We would appreciate it very much if you could send us your catalog together_______the current sales term as soon as possible.

5) In regard_______your letter of April 25,enclosed please find a report from one of our users on Coal Cleaning Equipment.

6) Feel free to contact any of them to inquire_______golf course turf irrigation systems and related products.

7) You can familiarize yourself in a few weeks_______the major procedures in export business.

8) Please keep us informed if you are interested in promoting these products_______your end.

9) As soon as we receive your inquiry in details,we will send you our quotation and sample books _______airmail.

10) There has been a heavy demand from other markets_______our heaters recently.

2.Please compose a dialogue based on the following situation.

In order to improve the current technology of the company,a Russian businessman,Mr.King,comes to China to seek the possibility of a technology transfer with Mr.Bai,general manager of a Chinese factory in Beijing.Mr.King wants to get the rights to manufactures and sales of the products.After the detailed discussion of rights,responsibilities and conditions concerned with the technology transfer,they finally reach an agreement.

3.Translate the following sentences into English.

1）咱们趁热打铁，来谈谈许可协议的具体条款。

2）我公司非常乐意对贵工厂进行技术转让。

3）我们这次签订的合同将从6月1号起生效。

4）我公司拥有世界最尖端的技术以及最优秀的员工，并保证向贵方转让的技术也是当前最先进技术。

5）我们总是本着诚信互利原则履行我们的诺言。

6）如果未按合同规定时间进行技术转让，违约一方应按延误时间来交纳罚金。

7）该技术具有保密性和不可转让性。

8）我们已经讨论了一些具体的条款和规定，应该几天之内就可以写一份合同草案了。

9）我们是这个城市中经营轻工业产品的主要商号之一。

10）我相信我们在这次技术转让方面的合作将是非常愉快的。