As technology and intellectual property rights become increasingly important
in today's international business community, more and more companies across
the globe are concluding transactions to transfer technology among business
entities. Recognizing the need to provide the marketplace with assistance on
this highly technical subject, the International Chamber of Commerce has
produced the ICC Model International Transfer of Technology Contract.
While the term “transfer of technology” may cover a variety of situations,
ranging from patent and/or know-how licenses to more complex dealings
involving the supply of technical assistance or equipment, this model covers
the situation where a manufacturer licenses a package of information and
industrial property rights to a licensee company so that the licensee can also
manufacture the products, using the licensor's technology.
Model International Transfer of Technology Contract is designed for use
by non-specialists in the area who are seeking reliable guidance and an
adaptable, balanced contractual framework. Produced by a group of
subject-matter experts of the ICC Commission on Commercial Law and Practice,
the model distills the relevant principles across industries and geographies
into an accessible tool for business people and their advisors
An ICC Services publication, distributed by Kluwer Law International
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Art. 1 Definitions
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Art. 2 Good faith and fair dealing
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Art. 3 Entry into force of the Contract
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Art. 4 Grant of rights and licences
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Art. 5 Territory and competition
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Art 6 Obligations of Licensor
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Art. 7 Obligations of Licencee regarding manufacturing of Products
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Art. 8 Supply of Parts and Components and Products between the parties
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Art. 9 Payments
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Art. 10 Licensor’s warranties
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Art. 11 Limitation of liabilities for damages
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Art. 12 Ownership of Licenced Technology, third party rights infringement
Art. 16 Term and termination
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Art. 13 Regulatory matters and product liability
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Art. 14 Further development, improvements and Successor Products
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Art. 15 Confidential Information – Force Majeure – Hardship
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Art. 17 Resolution of disputes
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Art. 18 Applicable law
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Art. 19 Tax