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Technology shareholding contract
Party A: patentee:
Party B: Regional partner:
In order to transform new technologies into productive forces as soon as possible and quickly occupy the market with patented new products, the following agreement is reached in the form of joint venture production output value commission:
I. Party A's responsibilities:
1. The name of the patented technology provided by Party A is Yao, and the inventor of the patent is Wang Zhangmen.
2. Party A authorizes Party B to exclusively produce Yao Li pants. Its sales right: it can be sold nationwide.
3. The cooperation period of technical projects provided by Party A is one year. During the contract period, Party A exempts Party B from the technology transfer fee, shares in technology, and provides an occupation deposit of 654.38 million yuan.
4. Party A is specifically responsible for new product development, employee recruitment, production guidance and sales assistance, which will account for 40% of sales revenue. The settlement method is 1 month 1 day.
5. If it is necessary to expand production or establish a branch factory, Party A can re-authorize it, and Party A will get 40% commission from the income of its branch factory, branch company and group.
6. During the contract period, Party B is allowed to use the inventor's patent right, and the use method must be approved by Party A. ..
7. Party A has the right to supervise and inspect the production, operation and financial status of the factory at any time.
II. Responsibility of Party B
1. Party B is responsible for the establishment, industrial and commercial, tax operation procedures and necessary start-up funds of the production company, and provides factory buildings, production personnel, water, electricity, production equipment and expanded production funds. The organization expenses (including equipment and pre-shipment expenses) shall not be less than 6,543,800 yuan. All costs and expenses incurred in the production process shall be paid by Party B and borne by itself.
2. Party B shall complete the allocation of production technology, management personnel, plant, equipment and funds before the contract comes into effect.
3. During the cooperation with Party A, Party B has the right to ask Party A to continuously innovate and improve products, and the improved technology should be used by Party B first.
4. Party B shall submit the quantity of products produced to Party A in full and make financial disclosure. Party B shall not do anything detrimental to the interests of Party A. ..
5. Party B is fully responsible for the production, operation and sales of products, and has the right to share 60% of the sales revenue.
Third, the liability for breach of contract
1. After the contract is signed, Party A shall fully cooperate with the factory production, and shall not use the patented technology for other purposes, and shall not quit halfway without Party B's permission.
2. If Party B fails to produce or give up production on time after receiving the deposit, Party B shall bear all economic losses and return the deposit of 654.38 million yuan to Party A. ..
3. Without Party A's permission, Party B shall not set up branches, branches or organizations, otherwise it shall pay Party A the full technology transfer fee.
Four. Other treaties
1. When the contract expires, Party A will no longer entrust, participate in or sell, and Party B shall return the deposit of 654.38 million yuan to Party A. If the cooperation continues, the mode of cooperation will be discussed separately.
2. After the expiration of the contract, if Party B continues to use Party A's patent, Party B shall pay Party A a certain royalty, and the fee shall be discussed separately.
3. The validity period is from the date of the month to the date of the month.
4. This contract shall come into effect as of the date of signature by both parties.
Verb (abbreviation of verb) Remarks:
Party A: Party B:
Representative: representative:
Tel: Tel:
Technology Share-holding Contract (II)
Party a: XXX
Party B: (legal representative of Shenzhen XX Technology Co., Ltd.)
On the basis of equality, voluntariness, mutual benefit and consensus, Party A and Party B have reached a cost agreement on Party A's participation in Shenzhen XX Technology Co., Ltd. (hereinafter referred to as XX Company or Company) in the form of technical contribution for mutual compliance:
Article 1: Party A takes its legally owned products and technologies, including but not limited to the wire tester, interlayer short circuit tester and 750/760 wire tester series developed by Party B, as well as its own intellectual achievements, engineering technology and other technical solutions as intangible assets.
Article 2: The existing intangible assets and products of XX Company include:
Description of Party B's operating conditions and existing technologies:
1. Party B's company was established in September of * * with a registered capital of RMB and an existing production and operation site of 2,400 square meters. All the certification materials required for operation have been completed and won many honors; Mainly engaged in the production and operation of DC wire tester series, AC plug comprehensive tester series, wire and cable complete experimental test equipment, switching power supply automatic test system company and other instruments. It has considerable market potential customers, the organization and operation of the management teams of various functional departments are becoming more and more perfect, it has a certain brand awareness and good operating conditions, and the company has no debt; [See Annex I (Financial Statements) for details];
2. Description of Party B's technical status: At present, Party B's company owns the following trademarks and technical patents: trademark registration "Ruilianxin", "Ruixx", "Leshen", "XX" and "Harmony". And appearance patent of wire tester, utility model patent of automatic comprehensive test system of switching power supply, copyright registration of application software of automatic test system of switching power supply 1.0 computer software, utility model patent of programmable plug-in comprehensive tester, utility model patent of connector plug-in force tester, utility model patent of automotive wiring harness tester, utility model patent of testing surge, time sequence and ripple, utility model patent of special communication switch box for power supply microcomputer test system and other non-patented series products that have been put on the market (such as series of wire and cable experimental equipment and
Article 3: The total value of the above management, technology, market and brand is determined to be RMB1000000 yuan through negotiation between Party A and Party B. After Party A shares in technology, it will get 10% of the company's shares, and the remaining 90% will be held by Party B. ..
Article 4: Party A shall go through the formalities of right transfer in time, provide relevant technical materials, give technical guidance and impart technical know-how so that the technology can be transferred to the company smoothly, which will digest and master it.
Article 5: After the technological achievements become shares, Party A obtains the shareholder status, and its technology belongs to the company.
Article 6: Within 90 days after the signing of this agreement, Party A and Party B shall go through the formalities of equity change at the industrial and commercial department.
Article 7: The term of this Agreement and the restrictions imposed by Party A and Party B on the pledge, transfer and donation of the company's equity shall be stipulated separately in the articles of association.
Article 8: Party A and Party B promise to abide by the company system, give full play to their specialties, perform their duties and exercise their powers within their respective positions.
Article 9: Party A promises to have a clear understanding of the company's creditor's rights and debts when signing this agreement, and recognizes that the above-mentioned creditor's rights and debts will be included in the company's future profit and loss financial statements for financial accounting.
Article 10 Rights and obligations of Party A
1. Party A enjoys the legal right of 10% equity in proportion to its capital contribution, and enjoys the monthly salary of RMB 10000 yuan and all other welfare benefits stipulated by the company.
2. Party A is the technical director of the company, responsible for the company's products, including but not limited to R&D, production and technical guidance.
3. Party A guarantees that it has legal ownership of the technology it has invested, and there is no infringement dispute after these technologies have been invested in Party B, otherwise Party A will bear all the responsibilities. Party A also guarantees the advancement and feasibility of its shareholding technology and technical background in the same industry.
4. Without the consent of Party B, Party A (including Party A's immediate family members, the same below) shall not engage in or engage in business similar to or competitive with the Company in other places in any name, or start an enterprise similar to or competitive with the Company in any name.
Party A shall not disclose, disclose or let others use the company's technological achievements (including the technology in which Party A shares), trade secrets or other intellectual property rights with or without compensation, or use them for purposes that are unfavorable to the company. Under the premise of observing the confidentiality system, Party A's use and disclosure within the company for the benefit of the company is not subject to this restriction.
5. As a shareholder, Party A enjoys the rights of shareholders stipulated by law, including asking to check the financial accounts at any time and paying dividends according to regulations.
6. In order to maintain the stability of the company, if Party A pledges, transfers or donates its equity to a third party for personal needs five years after the signing of this agreement, Party B has the preemptive right under the same conditions.
Article 11: Rights and obligations of Party B
1. Party B enjoys all the rights of shareholders in proportion to its capital contribution, with a monthly salary of 10000 yuan, and all other welfare benefits stipulated by the company.
2. Party B () is the general manager of the company and is responsible for the operation and capital operation of the whole company.
3. Party B shall publish the financial accounts to Party A on a regular basis every year, and may provide the financial accounts for inspection at any time upon Party A's request ... Party B shall pay dividends according to the shares stipulated by law in cash before June 3 1 of the following year.
Article 12: If the company needs to make additional investment according to the articles of association or needs to make up for the losses due to operating losses, Party A and Party B shall bear the capital contribution in proportion to the equity.
Article 13: Liability for breach of contract
1. Party A is responsible for product research and development, while Party B provides all operating capital support and is responsible for the overall operation of the company, which is the basis of cooperation between the two parties. The following acts constitute a fundamental breach of contract:
(1) Party B or Party A violates the provisions on non-competition, or divulges, discloses or lets others use the company's technological achievements (including the technology in which Party A shares), trade secrets or other intellectual property rights, or uses them for purposes that are not conducive to the company without authorization, thus causing losses to the company;
(3) Without the consent of the Company, Party A refuses to provide technical guidance or stops technical research and development;
2. Default handling:
(1) If either party violates the provisions on non-competition, or leaks, discloses or lets others use the company's technological achievements, trade secrets or other intellectual property rights, or uses them without authorization, thus causing losses to the company and the amount is difficult to calculate, it shall pay the other party a penalty of RMB 500,000, and the other party may terminate the contract at the same time. If it infringes on the company, the company has the right to investigate the responsibility according to 30% of the sales of infringing products.
② Where Party A's shareholding technology lacks advancement or feasibility in the same industry, or Party A refuses to provide technical guidance or stops technology research and development without Party B's consent, Party A shall pay Party B a penalty of 654.38 million yuan.
Article 14: intellectual property rights
During the cooperation period and within 5 years after withdrawing from the cooperation, the intellectual property rights of inventions, utility models, designs, developed products and related products related to the company during the cooperation period belong to the company's job achievements or trade secrets, and their intellectual property rights belong to the company. If R&D is conducted in violation of the principle of non-competition, the intellectual property rights of the new achievements shall be owned by the company.
Article 15: Other
1. For matters not covered in this agreement, both parties may separately agree or sign a supplementary agreement through the Articles of Association. The Articles of Association and the Supplementary Agreement shall come into force at the same time as this Agreement. If the Articles of Association are different from this Agreement, this Agreement shall prevail. In case of conflict between this agreement and the supplementary agreement, the supplementary agreement shall prevail.
2. Disputes arising from the performance of this Agreement shall be settled by both parties through consultation. If no agreement can be reached, either party may bring a lawsuit to the People's Court of Baoan District, Shenzhen.
3. This agreement is made in duplicate, one for each party, and shall come into effect as of the date of signature or seal by both parties.
Party A: Party B:
Date date:
Technology Share-holding Contract (III)
Agreement: Wang * * * * (hereinafter referred to as Party A)
Agreement: Zhang * * * * (hereinafter referred to as Party B)
With regard to Party B's actual share participation in * * * * Quarry in the name of Party A, Party A and Party B reached a fee agreement through consultation on the basis of equality for mutual compliance.
1. Party A and * * * * jointly invested RMB 3.6 million to operate the * * * * quarry. Party A guarantees to hold 55% of the share capital of RMB 3.6 million invested by * * * *, that is, the actual investment in the quarry of * * * * is RMB 6.5438+980 million. Party A shall also ensure that the actual investment of * * * * holding 45% of the shares in the * * * * quarry is RMB 654,380,000+620,000.
2. The share capital of Party A is RMB 6,543,800+980,000, which is composed of contributions made by both parties, of which RMB 540,000 is contributed by Party B, accounting for 654.38+05% of the total share capital of RMB 3,600,000.
Three. Party A shall ensure that all investors complete their capital contributions when the * * * * quarry starts to operate. Party B also promises to complete the capital contribution to Party A by then.
Four. Party A must ensure that Party B participates in the operation and management of the * * * * quarry and is specifically responsible for financial work. The matters agreed in this article shall be written into the partnership agreement between Party A and * * *, and both parties and * * * shall be bound by the matters agreed in this article. Otherwise, Party B has no obligation to contribute to Party A; If Party B has contributed capital to Party A, Party A shall return the capital contribution to Party B and bear four times the interest of the financial institution in the same period.
5. Party A guarantees that the * * * * quarry will be settled once every three months, and Party B will enjoy the rights and interests according to 65,438+05% of the total share capital of * * * * when distributing dividends. Party B can directly deduct it from the dividend that Party A should distribute. When Party A terminates its partnership with * * * * * to operate the * * * quarry, Party A guarantees that Party B enjoys the rights and interests of liquidation property, accounting for 65,438+05% of the total share capital of * * * *.
6. If Party A or Party A fails to urge * * * to make investment in time and in full, which affects the operation of * * * * quarry and causes damage to Party B's interests, Party A shall bear the corresponding compensation responsibilities. In case of violation of this contribution, the damaged benefit of Party B is agreed to be100,000 yuan. Otherwise, Party B has the right to recover its capital contribution from Party A, and Party A will bear four times the interest of financial institutions in the same period.
Seven. During the operation of * * * * Quarry, Party A shall not ask Party B to withdraw funds, and Party B shall not withdraw funds without authorization. However, Party B may withdraw its own funds from Party A through negotiation.
Eight. This agreement is made in duplicate, one for each party, and shall come into effect as of the date of signature by both parties.
Nine. In case of any dispute during the performance of this agreement, Party A and Party B shall settle it through consultation. If negotiation fails, either party has the right to bring a lawsuit to the court where the agreement is signed.
Party a:? Party B:
Signing place of this Agreement: * * * * *
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