合同法英文版（六）

　　SECTION 3 CONTRACTS FOR TECHNOLOGY TRANSFER

　　Article 342 Technology transfer contracts include contracts on patent transfer, contracts on transfer of the right to apply for a patent, contracts on transfer of know-how

　　and contracts on the licensing of patent exploitation.

　　A technology transfer contract shall be in written form.

　　Article 343 The scope of the exploitation of a patent or the use of the know-how by the transferor and the transferee may be agreed upon in a technology transfer contract

　　provided that no restriction may be imposed on technological competition and technological development.

　　Article 344 A contract for the licensing of patent exploitation shall be valid only within the valid period of the patent right. Once the patent right expires or it is

　　declared as invalid, the patentee may not conclude any contract with others for licensing of the exploitation of the said patent.

　　Article 345 The transferor of a patent exploitation licensing contract shall, according to the terms of the contract, permit the transferee to exploit the patent, submit the

　　technological materials relevant to the exploitation of the patent and provide necessary technical guidance.

　　Article 346 The transferee of a patent exploitation licensing contract shall exploit the patent according to the terms of the contract, and may not permit any third party

　　other than as provided for in the contract to exploit such patent, and shall pay the royalties according to the terms of the contract.

　　Article 347 The transferor of a know-how transfer contract shall, as agreed upon in the contract, supply technolgical materials, conduct technical guidance and ensure the

　　practical applicability and reliability of the know-how as well as undertake the obligation of maintaining confidentiality.

　　Article 348 The transferee of a know-how transfer contract shall use the know-how, pay the royalties and undertake the obligation of maintaining confidentiality according to

　　the terms of the contract.

　　Article 349 The transferor of a technology transfer contract shall guarantee that he/she is the lawful owner of the supplied technology and that the supplied technology is

　　complete, without mistakes, effective and able to accomplish the agreed goal.

　　Article 350 The transferee of a technology transfer contract shall, in conformity with the scope and the time period as agreed upon in the contract, assume the obligation of

　　maintaining confidentiality for the undisclosed part of the technology supplied by the transferor.

　　Article 351 A transferor failing to transfer the technology according to the terms of the contract, shall return part or total of the royalties and be liable for the breach

　　of contract. The party exploiting the patent or know-how exceeding the agreed scope, or unilaterally permit a third party to exploit the patent or use the know-how in

　　violation of the contract, shall cease the act of breach of contract and be liable for the breach of contract. A party violating the agreed obligation of maintaining

　　confidentiality shall be liable for the breach of contract.

　　Article 352 A transferee failing to pay the royalties according to the terms of the contract shall, make up such payment and pay the breach of contract damages as agreed

　　upon. The transferee refusing to pay the overdue royalties or the breach of contract damages, shall cease the exploitation of the patent or the use of the know-how, return

　　the technological materials and be liable for the breach of contract. A transferee exploiting the patent or using the know-how in a way exceeding the scope as agreed upon in

　　the contract, or permitting a third party to exploit the patent or use the know-how without the consent of the transferor, shall cease the act of breach of contract and be

　　liable for the breach of contract. A transferee violating the agreed obligation for maintaining confidentiality shall be liable for the breach of contract.

　　Article 353 Where the exploitation of a patent or the use of know-how by a transferee in accordance with the terms of the contract infringes upon the legitimate rights and

　　interests of others, the transferor shall be liable, except as otherwise agreed upon by the parties.

　　Article 354 The parties may stipulate in a technology transfer contract, the method of sharing technological achievements obtained from the follow-up improvements made in

　　the exploitation of a patent or the use of know-how in light of the principle of mutual benefit. Where there is no such agreement in the contract or such agreement is

　　unclear, nor can it be determined according to the provisions of Article 61 of this Law, the other parties shall have no right to share the technological achievements made

　　by one party in the follow-up improvement.

　　Article 355 Where the laws and administrative regulations stipulate otherwise on the technology import and export contracts, or patent contracts or contracts on application

　　for patents, such provisions shall be followed.

　　SECTION 4 CONTRACTS FOR TECHNICAL CONSULTANCY AND TECHNICAL SERVICE

　　Article 356 Technical consultancy contracts include contracts whereby feasibility studies, technological forecasts, technical investigations and analytical evaluation

　　reports shall be provided in respect of specific projects.

　　Technical service contracts refer to contracts whereby one party undertakes to solve specific technical problems by using its technical expertise for the other party,

　　excluding contracts for construction projects and contracts for work.

　　Article 357 The commissioning party of a technical consultancy contract shall, as agreed upon in the contract, state clearly the questions raised for consultancy, supply

　　technological background information and relevant technical materials and data, accept from the commissioned party the result of its work and pay the remuneration.

　　Article 358 The commissioned party of a technical consultancy contract shall complete the consultancy report or answer the questions raised by the commissioning party

　　according to the agreed time limit. The consultancy report thus submitted shall meet the requirements as agreed upon in the contract.

　　Article 359 Where the commissioning party of a technical consultancy contract fails to supply the necessary materials and data according to the terms of the contract which

　　consequently affects the progress and quality of the consultancy work, or does not accept the result of the work or accepts it beyond the time limit, the remuneration

　　already paid may not be refunded, and the remuneration unpaid shall be paid in due amount.

　　Where the commissioned party of a technical consultancy contract fails to submit the consultancy report on time or the report thus submitted does not meet the requirements

　　as agreed upon in the contract, the said party shall bear such Liabilities for breach of contract as reducing or waiving the remuneration, etc.

　　The losses resulting from decisions made by the commissioning party of a technical consultancy contract on the basis of the consultancy report and of the advice of the

　　commissioned party that meet the requirements as agreed upon in the contract shall be borne by the commissioning party, except as otherwise agreed upon by the parties in the

　　contract.

　　Article 360 The commissioning party of a technical service contract shall supply the work facilities and accomplish cooperative undertakings according to the terms of the

　　contract, and accept the result of the work and pay the remuneration.

　　Article 361 The commissioned party of a technical service contract shall complete the services, solve the technical problems, guarantee the quality of its work and convey to

　　the other party the knowledge on the solving of technical problems according to the terms of the contract.

　　Article 362 Where the commissioning party of a technical service contract fails to perform the contract or the performance is not in conformity with the terms of the

　　contract, which consequently affects the progress and the quality of the work, or does not accept the result of the work or accepts it beyond the time limit, the

　　remuneration already paid may not be refunded, and the remuneration unpaid shall be paid in due amount.

　　Where the commissioned party fails to complete the service work in conformity with the terms of the contract, the said party shall bear such liabilities for breach of

　　contract as waiving the remuneration, etc.

　　Article 363 Any new technological achievement accomplished by the commissioned party in the performance of a technical consultancy contract or a technical service contract

　　using the technological materials and work facilities supplied by the commissioning party, shall belong to the commissioned party, while any new technological achievement

　　accomplished by the commissioning party using the results of the work of the commissioned party, shall belong to the commissioning party, except as otherwise agreed upon by

　　the parties in the contract.

　　Article 364 Where the laws and regulations stipulate otherwise on technical intermediation contracts and technical training contracts, such provisions shall be followed.

　　Article 365 A storage contract refers to a contract whereby the safekeeping party keeps in store the article handed over by the storing party, and returns the said article.

　　Article 366 The storing party shall, according to the terms of the contract, pay to the safekeeping party the storage fee.

　　Where there is no agreement in the contract regarding the storage fee, or such agreement is unclear, nor can it be determined according to the provisions of Article 61 of

　　this Law, the storage shall be for free.

　　Article 367 A storage contract is established at the time when the article to be stored is handed over, except as otherwise agreed upon by the parties.

　　Article 368 When the storing party hands over the article to be stored to the safekeeping party, the safekeeping party shall issue a storage certificate, except as otherwise

　　practised in transactions.

　　Article 369 The safekeeping party shall keep in appropriate store the articles to be stored.

　　The parties may agree on the site or method of storage. The site or method of storage may not be unilaterally changed except in case of emergency or for the purpose of

　　protecting the interests of the storing party.

　　Article 370 Where an article handed over by the storing party for storage has defects, or special measures need to be taken due to the character of the article, the storing

　　party shall inform the safekeeping party of such macters. Where the storing party fails to inform the safekeeping party of such macters and consequently causes damage to the

　　stored article, the safekeeping party shall not be liable for damages. Where the safekeeping party suffers losses therefrom as a consequence, the storing party shall be

　　liable for damages, except in the event the safekeeping party knows the situation or ought to know it but fails to take any remedial measures.

　　Article 371 The safekeeping party may not turn the article to be stored over to a third party for storage, execpt as otherwise agreed upon by the parties in the contract.

　　Where the safekeeping party violates the provisions of the preceding paragraph and turns the article to be stored over to a third party for storage, thus causing damage to

　　the article, the said party shall be liable for damages.

　　Article 372 The safekeeping party may not use or permit a third party to use the stored article, except as otherwise agreed upon by the parties.

　　Article 373 Where a third party claims rights on the stored article, the safekeeping party shall perform the obligation to return the article to the storing party, except

　　that a preservative measure or executive measure is taken according to law with regard to the stored article.

　　Where a third party brings a lawsuit against the safekeeping party or applies for a seizure by the stored article, the safekeeping party shall promptly inform the storing

　　party of the case.

　　Article 374 Where during the period of storage, the stored article is damaged, destroyed or lost due to improper storage by the safekeeping party, the safekeeping party

　　shall be liable for damages. However, where the storage is provided for free, and the safekeeping party proves that it has not acted with gross fault, it shall not be liable

　　for damages.

　　Article 375 A storing party depositing currency, securities or other precious articles shall, declare the case to the safekeeping party, and the safekeeping party shall

　　inspect and seal up the article for storage. Where the storing party fails to declare as such and the article is damaged, destroyed or lost afterwards, the safekeeping party

　　may compensate for it as it is an ordinary article.

　　Article 376 A storing party may claim and get back the stored article at any time.

　　Where there is no agreement between the parties in the contract as to the time period of the storage, the safekeeping party may request the storing party to get back the

　　stored article at any time. Where there is such agreement on the time period of the storage, the safekeeping party may not request the storing party to get back the stored

　　article before the time period expires without special causes.

　　Article 377 On the expiry of the storage time period or when the storing party claims and gets back the article before the expiry, the safekeeping party shall return to the

　　storing party the original article and the fruits generated therefrom.

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