Technology Transfer Agreement Definition

Technology transfer can only take place if the licensee is able to adapt, understand and implement the technology and its bases. The agreement should include conditions which impose on the licensee the right to disclose any part of the know-how. Any restrictions imposed by the licensor on disclosures within the licensee`s organisation, to suppliers or customers, would be included. The agreement may establish the basis for disclosure in such a way that it entails an obligation for the licensee to enter into agreements with the employees and third parties concerned. It is important that the license agreement pre-sells or excludes an assignment. Assignment is generally excluded for the licensee, although there are exceptions. As a general rule, the licensor will ensure that the agreement is binding and provides a financial benefit to any successor to any successor to the licensor`s entire entity (or the part of the transaction that relates to the licensed subject matter) by merger, consolidation or otherwise. The same provision would generally apply to the lessee, with the exception that he is subject to the change of control provisions discussed in the subsection on termination of the contract. Net sales. If royalties are based on a percentage of net sales, the parties must decide and determine what the term means.

These are often gross transactions less discounts, commissions, returns, taxes or other credits, as desired by the parties. This definition is obviously very important because it is used in the calculation of royalties payable. It should be noted that the European Commission has adopted several block exemption regulations that prohibit certain types of agreements under Chapter I and Article 81(1). The Regulation has licences for patents and know-how that fall under the conditions of the Technology Transfer Block Exemption Initiative which entered into force on 1 May 2014, and agreements covered by the European Commission`s block exemption are also excluded from Chapter I of the UK Competition Act. The payment of the subsidy may be a lump sum payment or based on sales, production or other measurable aspects of the activity. Universities often receive advances that will then be applied against an ongoing fee. Royalties vary depending on the effectiveness of the invention, the proposed market, the extent of the permitted use and any other part of the agreement. There is no “fixed” or “usual” rate. Compensation may also take the form of shares issued at the time of the transaction or in the form of stock options. The payment rules should also take into account the person who pays the underlying inventor and the person who pays the permanent fees for the registration of the patent and the maintenance of the registration.

As a general rule, a technology transfer agreement can be defined as the transfer of intellectual property from one organization to another, and the most collective means of transferring it is a licensing agreement under which the licensee obtains a right to use the technology for a certain period of time by paying a specific royalty. Before the topic is discussed in detail, the following agreements have been defined below in order to give a general idea of the two agreements at issue: the agreement should define how the licensor is to determine how the licensor is sold to the licensee and for all types such as user manuals, the plans, drawings, manufacture, specifications, test apparatus or apparatus delivered by the licensor to the licensee. These fees may apply to quantities exceeding an agreed level which must initially be replaced without additional payment. Survival. In this paragraph, the provisions relating to the effect of termination, secrecy, non-use of technical information and non-use of the patent sections of the Agreement are expressly stated on whether they survive the expiration or termination of the Agreement, to the extent permitted by applicable governmental laws. . . .

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