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1. Denition 2. Parties to the Contract 3. Main clauses and sample 3.1 Object 3.2 Territory 3.3 Front-end Fee 3.4 Royalties 3.5 Control of transactions 4. Applicable Law 5. Model Contract

1. DEFINITION This is a contract to be used by companies for technology transfer, either through granting rights of industrial ownership (license of patents and trademarks) or technical assistance and know how. In the rst case, the industrial property and exclusive rights are granted, acknowledged and internationally registered, in order to manufactured and trade products. In the second case, the contract deals with the transfer of industrial property which has no international legal recognition, but does have intrinsic value.


Usually both the Licensor and de Licensee are companies. For each party, the following has to be included: Name of company, full address and nationality. Company type: public limited company, limited liability company, etc. Name and position of company representative who signs the contract. Tax ID number of both parties.

3. MAIN CLAUSES AND SAMPLE Some of the most important clauses in the International Technology Transfer Contract are as follows: Object Territory Front-end fee Royalties Control of transactions

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The object of the present Technology Transfer Contract is: (a) The license to manufacture the products described in Annex of thepresent contract; (b) All know-how and technical assistance necessary for the exploitation of the said patents and the manufacture of the aforementioned products; and (c) The use of the trademarks as set out in Annex I, for products manufactured under license.

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The licensed rights of patent, trademark and know-how granted by the Licensor to the Licensee shall be valid only within the following territory .................... [insert country o countries]. The Licensee shall not exploit the licensed technology, nor shall it sell products manufactured under license, in countries covered by parallel patents as set out in Annex of the present Contract for a period of .......... years as from the date on which the said products were rst put on sale in the territory described in the present Contract.

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In exchange for the use of the license of patent and trademark, the Licensee shall pay the Licensor the sum of ..................... as front-end fee. This amount shall be paid on the signing of the Contract and shall not be returnable.

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The Licensee shall pay the Licensor royalties of: Alternative A. ........ % on the price per item of sales to customers, to be calculated on the net amount as it appears on invoices, not including additional factors such as packaging, transportation and insurance, taxes or duties of any other kind. Alternative B. The sum of ................... [insert amount and currency] for each item sold of the licensed product.

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The Licensor shall be entitled to inspect the register of transactions made by the Licensee and their correspondence to the latters general accounting activities. The cost of such inspection shall be borne by the Licensor, but shall be repaid by the Licensee where the inspection is prolonged or repeated on account of accounting errors made by the Licensee or where transactions exceeding ....... % of the amounts declared by the Licensee are detected.

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4. Applicable LaW

International Law standards are not applied to this type of Contract. The parties are free to submit any conicts regarding the contract to International Arbitration or to the Laws of the country of one of the parties. They will normally be subject to the Laws of the Licensors country.

See sample of International Technology Transfer Contract


In order to obtain the model contract in Word format and the user guide, click on: International Technology Transfer Contract