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What is Technology Transfer?
Technology Transfer Technology Transfer agreements involve the transfer of technology or intellectual property rights, specifying licensing terms, royalties, and usage restrictions.
Sample template:
TECHNOLOGY TRANSFER AGREEMENT
This Technology Transfer Agreement (the "Agreement") is entered into as of [Effective Date] between [Transferor Company], a [Jurisdiction of Incorporation] corporation, having its registered office at [Transferor Address] ("Transferor"), and [Recipient Company], a [Jurisdiction of Incorporation] corporation, having its registered office at [Recipient Address] ("Recipient"). The Transferor and the Recipient are collectively referred to as the "Parties" and individually as a "Party."
1. DEFINITIONS
1.1. Technology
"Technology" refers to the "CyberShield Pro" cybersecurity software, including its design, documentation, source code, tools, algorithms, and any improvements, modifications, or enhancements made by or on behalf of Transferor.
1.2. Intellectual Property Rights
"Intellectual Property Rights" shall mean all rights in and to patents, copyrights, trademarks, trade secrets, and any other intellectual property rights recognized in any jurisdiction.
2. TECHNOLOGY TRANSFER
2.1. License Grant
Subject to the terms and conditions of this Agreement, Transferor hereby grants to Recipient a non-exclusive, worldwide, royalty-bearing license to use, reproduce, display, perform, prepare derivative works of, distribute, sublicense, and to practice the Technology, solely for purposes permitted under this Agreement.
2.2. Royalties
As consideration for the license granted in Section 2.1, Recipient shall pay to Transferor a royalty of [Royalty Percentage]% of the gross revenue generated by Recipient's licensed use of the Technology, to be paid quarterly within 30 days of the end of each calendar quarter in accordance with standards and procedures set forth in Exhibit A.
2.3. Ownership of Technology
Transferor shall retain all right, title, and interest, including all Intellectual Property Rights, in and to the Technology.
2.4. Use Restrictions
Recipient agrees not to: (a) decompile, reverse engineer, or otherwise attempt to derive the source code for the Technology, except as expressly permitted by applicable law; (b) remove or alter any proprietary notices on the Technology; (c) use the Technology, or any part thereof, to develop a competing product or service; (d) sublicense or transfer the Technology to any third party without the prior written consent of Transferor, except for sublicensing related to the sublicensees' use of Recipient's products or services incorporating the Technology in accordance with this Agreement; or (e) use the Technology in any manner that would infringe any third party's Intellectual Property Rights.
3. CONFIDENTIALITY
3.1. Confidential Information
The Parties acknowledge that, in connection with this Agreement, each Party (the "Receiving Party") may receive certain confidential or proprietary information of the other Party (the "Disclosing Party") (the "Confidential Information"), including, without limitation, the Technology, technical data, trade secrets, and related information.
3.2. Confidentiality Obligations
The Receiving Party shall: (a) keep the Disclosing Party's Confidential Information strictly confidential; (b) not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use such Confidential Information solely for the purpose of fulfilling its obligations and exercising its rights under this Agreement.
4. WARRANTIES AND LIABILITY
4.1. Warranties
Transferor warrants that: (a) it owns or otherwise has the right to grant the licenses set forth in this Agreement, and (b) the Technology and its use by Recipient in accordance with this Agreement does not infringe any third party's Intellectual Property Rights.
4.2. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. TERM AND TERMINATION
5.1. Term
This Agreement shall remain in force for a period of [Term Years] years from the Effective Date unless terminated earlier in accordance with Section 5.2.
5.2. Termination
Either Party may terminate this Agreement upon 30 days' written notice if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within such 30-day period.
5.3. Effects of Termination
Upon any termination of this Agreement, the licenses granted to Recipient under Section 2.1 shall automatically terminate, and Recipient shall promptly return or destroy all copies of the Technology and any Confidential Information in its possession or control.
6. MISCELLANEOUS
6.1. Governing Law
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the United States and the State of [state].
6.2. Amendments
No amendment to this Agreement shall be effective unless it is in writing and signed by both Parties.
6.3. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered electronically.
IN WITNESS WHEREOF, the Parties have executed this Technology Transfer Agreement as of the date first above written.
[Transferor Company]
By:______________________________
Name:____________________________
Title:___________________________
[Recipient Company]
By:______________________________
Name:____________________________
Title:___________________________
Sections of a Technology Transfer
In this Technology Transfer, you will see the following sections:
- Definitions
- Technology Transfer
- Confidentiality
- Warranties and Liability
- Term and Termination
- Miscellaneous
Going indepth - Analysis of each section:
- Definitions : This section explains the meaning of key terms used throughout the agreement, such as "Technology" (referring to the specific cybersecurity software being transferred) and "Intellectual Property Rights" (referring to the legal rights associated with patents, copyrights, trademarks, etc.).
- Technology Transfer : This section outlines the terms of the transfer, including the license granted to the Recipient, the royalties to be paid by the Recipient to the Transferor, the ownership of the Technology, and restrictions on how the Recipient can use the Technology. Think of it as the rules and payment plan for using someone else's invention.
- Confidentiality : This section explains how both parties must protect each other's confidential information, such as trade secrets and technical data. It's like a promise to keep each other's secrets safe and only use them for the purposes of this agreement.
- Warranties and Liability : This section includes the Transferor's promises that they have the right to grant the licenses and that the Technology doesn't infringe on any third party's Intellectual Property Rights. It also limits the liability of both parties, stating that neither party can be held responsible for indirect or consequential damages related to the agreement. In simple terms, it's a promise that the Transferor has the right to share the Technology and a limit on how much each party can be blamed if something goes wrong.
- Term and Termination : This section specifies how long the agreement will last (the "term") and the conditions under which either party can end the agreement early (termination). It also explains what happens when the agreement ends, such as the Recipient losing their license to use the Technology and having to return or destroy any copies of it. It's like setting an expiration date and a breakup plan for the agreement.
- Miscellaneous : This section covers various additional topics, such as the governing law (which laws apply to the agreement), amendments (how the agreement can be changed), and counterparts (how the agreement can be signed in separate copies). These are like the "fine print" details that help make the agreement complete and legally binding.
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