4.21技术转让合同
LICENSE CONTRACT OF THE TRANSFER OF TECHNOLOGY
Date of signing：_________，
Place of signing： Beijing. China
Contract No.：
In accordance with Bid No._______________under the I.B.R.D. Loan No._______________， this contract is made and entered into by and between Beijing PRC (hereinafter referred to as the“Licensee”)， and_______________Company， Germany (hereinafter referred to as the“Licensor”) .
The Licensee：
Name：
Address：
Telex：
Fax：
The Licensor：
Name：
Address：
Telex：
Fax：
Whereas the Licensor has the technical know-how for design， manufacture， assembly， installation， test， inspection， adjustment， operation， maintenance， management and sale of Railway_______________as required by Licensee；
Whereas the Licensor has the right and agrees to transfer the abovementioned technical know-how to the Licensee for the manufacture of Railway_______________product；
Whereas the Licensee agrees to introduce the Licensors technical know-how for design， manufacture， maintenance， sale and export of the Railway_______________product；
Whereas the Licensor agrees to supply to the Licensee and the Licensee agrees to obtain from the Licensor a certain amount of parts and components for the assembling and manufacturing of the Railway product under other contract.
The authorized representatives of both parties， through friendly negotiations， have agreed to enter into the Contract under the terms and conditions as stipulated below：
ARTICLE 1 DEFINITIONS
1.1“The Licensee”means_________Beijing， P.R.C.
1.2“The Licensor”means_________Company， Germany.
1.3“The Contract”means the agreement entered between the Licensee and the Licensor， as recorded in the Contract signed by both parties， including all annexes， attachments and appendices thereto and all documents incorporated by reference therein.
1.4“The contract Price”means the price payable to the Licensor by the Licensee under the Contract for the full and proper performance of its contractual obligations.
1.5“The Contract Products”means all the products with the models and specifications and performances which are manufactured by the technology transferred by the Licensor to the Licensee as stipulated in Annex_______________to the Contract.
1.6“The Contract Factory”means the place where the Licensee manufactures the Contract Products by using the Technology supplied by the Licensor， that is_________factory.
1.7“The Technical Documentation and Software”means all the documents to be supplied to the Licensee by the Licensor as stipulated in Annex_________of the Contract. It consists of the followings：
A. All the technical indices， drawings， design， technical documents and software relating to the design， manufacture， calculation， assembly， installation， test， managements， inspection， adjustment， operation， maintenance， acceptance test and sale of the Contract Products；
B. All the technical indices， drawings， design， technical documents and software relating to the inspection， installation， commissioning， testing， acceptance， operation and maintenance of the Contract Equipment；
C. All the technical indices， drawings， technical documents and software relating to the inspection， testing， adjustment， assembly and maintenance of the SKD/CKD Parts.
1.8“The Technical Service”means the technical assistance， supervision， instruction， training and other services under the contract to be rendered by the Licensor to the Licensee as stipulated in Annex and Annex_________to the Contract.
1.9“SINOTRANS”means China National Foreign Trade Transportation Corporation， which is the pointed agent of the Licensee for receipt of the Technical Documentation and Software， the Contract Equipment and the Parts at the ports of destination：
A. Xingang seaport：
SINOTRANS， TANGGU BRANCH
Address：
Telex：
FAX：
B. Beijing Airport：
SINOTRANS， Beijing Air Freight Co.
Address：
Telex：
FAX：
1.10“P.R.C.”means the Peoples Republic of China.
1.11“F.R.G.”means Federal Republic of Germany
1.12“The World Bank”means the International Bank for Reconstruction and Development (I.B.R.D.) and International Development Association.
ARTICLE 2 OBJECT OF THE CONTRACT
2.1 The licensor has agreed to transfer to the Licensee and the Licensee has agreed to obtain from the Licensor the technical know-how for the design， manufacture， assembly， installation， test， inspection， adjustment， operation and maintenance and management of the Contract Products. The name， model， specifications and technical indices of the Contract Products are detailed in Annex to the Contract.
2.2 The Licensor has agreed to grant the Licensee the license and right to design， manufacture， use， sell in the PRC the Contract Products and export the Contract Products. The license and right are nonexclusive and non-transferable.
2.3 The Licensor has agreed to provide the licensee with the Technical Documentation and Software related to the Contract Products. The contents， copies and time of delivery of the Technical Documentation and Software are detailed in Annex_________and Annex to the Contract.
2.4 The Licensor has agreed to dispatch his technical personnel to the Contract Factory for Technical Services. The specific contents and requirements for the Technical Services are detailed in Annex to the Contract.
2.5 The Licensor has agreed to give the Licensees personnel technical training in Licensors factories and at the Contract factory， to ensure that the Licensees technical personnel shall master the above technical know-know transferred to the Licensee. The specific contents and requirements of technical training are detailed in Annex to the Contract.
