【正文】 ?be owned by, manufacture and sell ，authorized representatives，letters patent, improvements and modifications，legal representative，Spare Parts （備件），Components’ （部件），Net Selling Price， ratification（批準） ?This Contract made____ on_____________ day of____________，By and between __________，anized and existing under the laws of the People’ s Republic of China. with registered office at (hereinafter referred to as Party A) of the first part and __________，anized and existing under the laws of ____________，with its principal office at________________. ?本合同于 1993年＿＿月＿＿日在＿＿＿＿＿訂立。 ?Whereas Party a hope to use the Patented Technology of Party B to manufacture and sell the Contract Products。 ? Party B grants Party A the nonexclusive right to design and manufacture Contract Products in China and to sell the said Products in China and abroad. ? 非獨占方式許可甲方在中國 設(shè)計和制造 合同產(chǎn)品，以及 銷售和出口產(chǎn)品的權(quán)利。本合同采用提成方式計算價格，計價的貨幣為＿＿＿。 ? Party B shall immediately issue the related documents after receiving the written notice submitted by Party A in accordance with Article of the Contract, the Royalty shall be paid by Party A to Party B within 30(thirty) days after Party A has received the following documents which are provided by Party B and found them in conformity with the stipulations of the Contract. ?A. Four copies of the statement on calculation of the royalty。 ? The second technical service shall start during the verification of the Contracted Products. Party B shall send a specialist to Party A’ s factory to provide technical service for 18 working days/man. ?產(chǎn)品驗收期間。內(nèi)容為合同產(chǎn)品的 設(shè)計和制造工藝 。甲方將帶有 到達印戳日期 的空運提單影印本 １份寄給乙方。 ? If the Verification Test demonstrates that the performance of the Contracted Product is not in conformity with prescribed technical specifications, both parties shall, through amicable 友善的 negotiations，make a joint study of and analyses the cause and take measures to eliminate the defects and carry out a second test. ?when the second test demonstrates the performance is qualified， both parties shall sign a testing certificate for the proper performance . ? 技術(shù)性能達不到規(guī)定的 技術(shù)標準 ，雙方應(yīng)友好協(xié)商， 共同研究，分析原因，采取措施，消除缺陷 ，進行第二次性能考核。 ? During the currency of the Contract. if either of the two parties effects improvements on or developments of the Products within the scope stipulated in the Contracted the said party shall submit, free of charge, to the other party the technological information concerning such improvements or developments. ?，雙方對合同產(chǎn)品的 任何改進和創(chuàng)新 ， 都免費將改進或創(chuàng)新的技術(shù)資料提供給對方。 ? The payment of penalties by Party B to Party A as stipulated in Article 9 shall not relive party B of its obligation to deliver the said documents. ? 被罰款時，并不解除其繼續(xù)交付技術(shù)資料的義務(wù)。 ? after the termination of the Contract， Party A shall have the right to use the patents supplied by party B, i. e. Party A shall still have the right to design,manufacture,use,and export Contract Products. ? 合同終止后 ， 甲方有權(quán)使用 乙方所提供的專利，即甲方可以繼續(xù)設(shè)計、制造、使用、銷售和出口合同產(chǎn)品。 ? If only some aspects of the properties of the Product are not up to the standards as stipulated in the Contract and the responsibility lies with Party B, ?Party B shall pensate Party A with ... percent of the total Contract price according to Concert circumstances. ?If the responsibility lies with Party A, Party a shall pay the total Contract price in accordance with the stipulations. ?，產(chǎn)品部分性能指標沒能達到合同產(chǎn)品的規(guī)定 時，視具體情況，乙方須按 合同總價 X％予以賠償 ，但是， 若因甲方原因產(chǎn)品沒能達到性能指標時，甲方應(yīng)按合同規(guī)定支付金部金額 . 第十條 保密 Article 10 Confidentiality ?kept strictly confidential, ?sell, transfer or ?divulge泄露 , 暴露 泄露、暴露 , ?subcontractor , ?been made public, ?released from. ?10. 1 All drawings， designs， specifications and all other technical information made available under this Contract by Party B shall be kept strictly confidential by Party A ?Who shall not sell, transfer or divulge泄露、暴露 it in any manner to anyone except those of its own employees who will be using it in the manufacture of the Products,without prior written consent of Party B. ?Party A may however, supply such technical information to its ?subcontractor to the extent necessary for such subcontractor to manufacture parts of Contract Products, providing that Party A shall have such subcontractor agree, in writing, to hold technical information strictly in confidence. ? 所提供的一切 圖紙、設(shè)計、說明書及其他技術(shù)資料， 甲方均須嚴格保密 。 ? If the documents supplied by Party B are not in conformity with the stipulation in Article 6, Party B shall, within the shortest possible time but not later than 3O days after receipt of Party A’ s written notice, ?dispatch free of charge to Party A the missing or the correct and legible technical documents. ?料不符合第六條規(guī)定，乙方必須在收到甲方書面通知后30天內(nèi) 免費 將 所缺的技術(shù)資料，或清晰、正確的資料 寄給甲方。 ? If the third test again fails, and if Party B is responsible for the failure, Party A has the right to terminate the Contract at its discretion規(guī)定 and lodge claims stipulated in Article9. ?If the responsibility for the failure lies with Party a, the two Parties shall negotiate as to how to further implement the Contract. ?格，如系乙方責任，則 甲方有權(quán)終止合同 ，并 按第九條的規(guī)定處理 。在甲方收到技術(shù)資料后 60天內(nèi)，如果沒有以書面形式提出 資料不全或 增補 要求， 則視為甲方驗收。 Party B shall provide Party A’ s trainees free of charge with boarding, lodging and means of conveyance for traveling between the lodging place and the factory. ?費。 訓 Technical Training ? 1 Party B shall train Party A’ s technical personnel so as to enable them to master Party B’ s design， Performance性能 test and techno