Technology Transfer Agreement

Technology Transfer Agreement

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Company Name Actions
 
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Consideration
In consideration for the transfer of the Technology, the Transferee shall pay to the Transferor an amount of
Place of Jurisdiction - Country and City Name
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**TECHNOLOGY TRANSFER AGREEMENT** THIS AGREEMENT is made this _______ day of ________, 20____ between ____________ (hereinafter referred to as the "Transferor"), a company incorporated under the laws of India, having its registered office at _______________, India, and _____________ (hereinafter referred to as the "Transferee"), a company incorporated under the laws of India, having its registered office at _______________, India. **1. DEFINITIONS** 1.1 "Confidential Information" means any information disclosed by one Party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects. 1.2 "Intellectual Property Rights" mean all patents, copyrights, trademarks, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction. 1.3 "Technology" means the proprietary technology owned by the Transferor and includes all related Intellectual Property Rights. **2. TRANSFER OF TECHNOLOGY** 2.1 The Transferor hereby transfers, assigns, and conveys to the Transferee, all of its right, title, and interest in and to the Technology. **3. CONSIDERATION** 3.1 In consideration for the transfer of the Technology, the Transferee shall pay to the Transferor an amount of _______________. **4. REPRESENTATIONS AND WARRANTIES** 4.1 Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement. **5. CONFIDENTIALITY** 5.1 Each Party agrees to keep confidential all Confidential Information received from the other Party and to use it strictly for the purposes of this Agreement. **6. INTELLECTUAL PROPERTY INDEMNIFICATION** 6.1 The Transferor shall indemnify the Transferee against all losses and expenses arising out of any proceeding brought against the Transferee based on a claim that the Technology infringes any Intellectual Property Rights. **7. LIMITATION OF LIABILITY** 7.1 Neither Party shall be liable to the other for any indirect, special, incidental, punitive, or consequential damages arising out of this Agreement. **8. TERM AND TERMINATION** 8.1 This Agreement shall commence on the Effective Date and continue until terminated by either Party upon 30 days' written notice. **9. GOVERNING LAW AND JURISDICTION** 9.1 This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts in ____________, India. **10. ENTIRE AGREEMENT** 10.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written. **11. AMENDMENTS** 11.1 No amendment or modification of this Agreement shall be valid or binding on the Parties unless made in writing and signed by the authorized representatives of both Parties. **12. FORCE MAJEURE** 12.1 Neither Party shall be liable for any delay or failure in performance due to events outside the defaulting Party's reasonable control. **13. ASSIGNMENT** 13.1 Neither Party may assign or delegate any rights or obligations under the Agreement without the prior written consent of the other Party. **14. SEVERABILITY** 14.1 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement will remain in full force and effect. **15. WAIVER** 15.1 Any waiver by any Party of a breach of any provision of this Agreement shall not operate as or be construed as a waiver of any other breach of such provision or any breach of any other provision of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Technology Transfer Agreement as of the Effective Date. ____________________ ____________________ (Transferor) (Transferee) By: ___________________ By: _____________________ Title: ___________________ Title: ____________________ This is a simplified template and should be modified to suit your specific needs. It is recommended that you consult with a professional legal counsel before using this or any other legal document as it may not suit your specific circumstances.
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MM slash DD slash YYYY
MM slash DD slash YYYY
MM slash DD slash YYYY
Company Name Actions
 
Company Name Actions
 
Consideration
In consideration for the transfer of the Technology, the Transferee shall pay to the Transferor an amount of
Place of Jurisdiction - Country and City Name
Hidden
**TECHNOLOGY TRANSFER AGREEMENT** THIS AGREEMENT is made this _______ day of ________, 20____ between ____________ (hereinafter referred to as the "Transferor"), a company incorporated under the laws of India, having its registered office at _______________, India, and _____________ (hereinafter referred to as the "Transferee"), a company incorporated under the laws of India, having its registered office at _______________, India. **1. DEFINITIONS** 1.1 "Confidential Information" means any information disclosed by one Party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects. 1.2 "Intellectual Property Rights" mean all patents, copyrights, trademarks, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction. 1.3 "Technology" means the proprietary technology owned by the Transferor and includes all related Intellectual Property Rights. **2. TRANSFER OF TECHNOLOGY** 2.1 The Transferor hereby transfers, assigns, and conveys to the Transferee, all of its right, title, and interest in and to the Technology. **3. CONSIDERATION** 3.1 In consideration for the transfer of the Technology, the Transferee shall pay to the Transferor an amount of _______________. **4. REPRESENTATIONS AND WARRANTIES** 4.1 Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement. **5. CONFIDENTIALITY** 5.1 Each Party agrees to keep confidential all Confidential Information received from the other Party and to use it strictly for the purposes of this Agreement. **6. INTELLECTUAL PROPERTY INDEMNIFICATION** 6.1 The Transferor shall indemnify the Transferee against all losses and expenses arising out of any proceeding brought against the Transferee based on a claim that the Technology infringes any Intellectual Property Rights. **7. LIMITATION OF LIABILITY** 7.1 Neither Party shall be liable to the other for any indirect, special, incidental, punitive, or consequential damages arising out of this Agreement. **8. TERM AND TERMINATION** 8.1 This Agreement shall commence on the Effective Date and continue until terminated by either Party upon 30 days' written notice. **9. GOVERNING LAW AND JURISDICTION** 9.1 This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts in ____________, India. **10. ENTIRE AGREEMENT** 10.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written. **11. AMENDMENTS** 11.1 No amendment or modification of this Agreement shall be valid or binding on the Parties unless made in writing and signed by the authorized representatives of both Parties. **12. FORCE MAJEURE** 12.1 Neither Party shall be liable for any delay or failure in performance due to events outside the defaulting Party's reasonable control. **13. ASSIGNMENT** 13.1 Neither Party may assign or delegate any rights or obligations under the Agreement without the prior written consent of the other Party. **14. SEVERABILITY** 14.1 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement will remain in full force and effect. **15. WAIVER** 15.1 Any waiver by any Party of a breach of any provision of this Agreement shall not operate as or be construed as a waiver of any other breach of such provision or any breach of any other provision of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Technology Transfer Agreement as of the Effective Date. ____________________ ____________________ (Transferor) (Transferee) By: ___________________ By: _____________________ Title: ___________________ Title: ____________________ This is a simplified template and should be modified to suit your specific needs. It is recommended that you consult with a professional legal counsel before using this or any other legal document as it may not suit your specific circumstances.
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