기술 도입계약서(영문)

(TECHNICAL LICENSE AGREEMENT)

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THIS AGREEMENT is made and entered into on (일자) of (월) 20(   ) by and between(기술 제공회사명), a corporation organized and existing under the laws of (기술제공국명), having its main office and place of business at (주소   ) (hereinafter referred to as □Licensor□) and (기술도입회사명), a corporation organized and existing under the laws of the Republic of Korea, having its main office and place of business at (주소   ), Republic of Korea(hereinafter referred to as □Licensee□)

WITNESSETH＞

WHEREAS, Licensor has long been engaged in the manufacture and sale of (제품명    )

products(hereinafter referred to as □the Licensed Products□)＞

WHEREAS, Licensor has acquired and possesses valuable technical information on the

design, manufacture, erection and use of Licensed Products＞

WHEREAS, Licensor has the right to grant a license to use Technical Information (or

Industrial Property Rights) in connection with the Licensed Products＞

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant the right and

license to manufacture, use of Liensed Products ;

WHEREAS, Licensor has the right to grant a licensee to use Technical Information (or

Industrial Property Rights) in connection with the Licensed Products ;

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant the right and

license to manufacture, use and sell the Licensed Products utilizing technical information

furnished by Licensor.

NOW, THEREFORE, in consideration of premises and covenants hereinafter set forth, the

parties hereto agree as follows,

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Article 1.【 DEFINITIONS 】

As used in the Agreement, the following terms have the following meanings respectively ;

1. □Licensed Products□ mean as mentioned below. As to details of the Products,

the stipulation of Appendix hereto shall apply.

2. □Technical Information□ means all the technical knowledge, know□how, standard

calculations, data and information developed or otherwise generally used by

Licensor pertaining to the manufacture, use and sale of the Licensed Products.

3. □Contract Territory□ means the territory subject to the Government of the

Republic of Korea.

4. □Industrial Property Right□ means any or all rights under patents, utility models

and application therefore presently owned or hereafter acquired by Licensor

and/or which Licensor has or may have the right to control or grant license

thereof during the term hereof and which are applicable to or may be used in

manufacture of the Products.(공업소유권이 없는 경우 삭제)

5. □Licensed Trademarks□ shall mean the trademarks which are specified in

Appendix hereto.

--Article 2.【 GRANT OF LICENSE 】

1. Licensor hereby grants to Licensee [an exclusive, a non□exclusive] right to	manufacture, use and sell the Licensed Products using the Industrial Property

Right and Technical Information furnished by Licensor in the Contract Territory.

2. Licensor hereby grants to Licensee [an exclusive, a non□exclusive] right to

sell the Licensed Products to any country in the world [except [기술제공국명	또는 삭제].

Article 3.【 SALES INFORMATION 】

1. Upon written request of Licensee, Licensor shall furnish Licensee with

necessary drawings, technical data and price information on a breakdown basis

in order to enable Licensee to prepare quotations, in so far as such

information is currently available from Licensor.

2. To assist Licensee in selling the Licensed Products, Licensor will furnish

Licensee with one complete set of current materials generally used for sales

promotion, such as brochures, catalogues and technical data available from

Licensor, which cover the entire range of the Licensed Products.

Article 4.【 TECHNICAL ASSISTANCE AND SERVICES 】

1. Licensor shall supply Licensee with the following data in order that Licensee

may manufacture to the best advantage the Licensed Products without delay.

1) Drawings for designing, manufacturing and assembling

2) Specifications

3) Materials list

4) General calculation sheet

5) Data for inspections and trial operations

6) Fabrication and assembly procedures

7) Operating and instruction manuals

8) Any other necessary technical data and know□how generally used by

Licensor

(불필요한 항목은 삭제 또는 대체)

2. Licensor shall, by request of Licensee, permit a reasonable number of technical

personnel designated by Licensee to have opportunity to study the design and

manufacture of the Licensed Products at Licensor's place of business. Licensee

shall advise Licensor, in advance, of the purposes, number, names,

qualifications and probable lengths of stay of Licensee's designated personnel

desiring to visit Licensor. Licensor shall arrange to make available qualified

personnel for consultation with, and training of such Licensee's personnel. Cost

for round trips, meals, lodging, and other expenses of Licensee's personnel

despatched for training shall be borne by Licensee. (기술훈련이 없는 경우 삭제)

Upon written request of Licensee, Licensor shall send to Licensee, subject to

availability of personnel and to mutual agreement, qualified engineers and/or

technicians to render assistance and services to Licensee in connection with the

manufacture, sale and operation of the Licensed Products for a reasonable

period to be agreed upon by the parties hereto, provided, however, that

Licensee agrees to bear the travelling expenses to and from(기술제공국명) and

living expenses in the Republic of Korea incurred by any such engineer and/or

technicians. Licensor assures that such engineers and/or technicians are

qualified with professional standards and reasonable skill, and will perform the

assistance and services with care and diligence.(기술자 내한이 없는 경우 삭제)

If at any time during the term of this Agreement one party hereto discovers or

comes into the possession of any improvements of further inventions relating to

the Licensed Products or in connection with the design, manufacture, use and

sale of the same, that party shall furnish the other party with information on

such improvements or further inventions without any delay and free of charge.

----Article 5.【 PAYMENT 】

1. In consideration of the Technical Information and the Industrial Property

Rights furnished by Licensor to Licensee hereunder, Licensee shall pay to

Licensor the following royalties in the amount and in the manner specified

below.

1) Initial Payment(선급금 없는 경우 삭제)

Licensee shall pay Licensor the initial payment in US Dollars equivalent to

(해당 금액). Payment of the Initial Payment shall be made by means of

telegraphic transfer remittance within (   ) days from the date of approval of

this Agreement by the authorities concerned, the Government of the Republic

of Korea.

2) Net selling price shall be the gross invoice price of the Licensed

Products sold or otherwise disposed of by Licensee in normal, bonafide,

commercial transaction without any deduction other than the following items

of expense, if any, to the extent to which they are actually paid and

included in the gross invoice price.

(1) Sales discount

(2) Sales return

(3) Indirect taxes on sales

(4) Insurance premiums in sales

(5) Packing expenses on sales

(6) Transport expenses on sales

(7) Sales commissions

(8) Advertisement fee

(9) Installation expenses at places where the Licensed Products are to be

used

(10) CIF price, and import duties of the raw materials, intermediate goods,

parts and other components purchased from Licensor

3) Royalty shall be computed for six month period terminating the last date

of June and December of each year. Licensee shall make payment to

Licensor within (   ) days after receipt of relevant invoice from Licensor

within (   ) days after the last date of June and December of each year in

the amount specified in Licensee's royalty statement mentioned in Article 8.

2. For the supervision and assistance by Licensor under paragraph 3 of

Article 4, Licensee shall pay to Licensor service fees as the rates specified

in Appendix (   ) within (   ) days after receipt of an invoice from

Licensor.(기술자 내한이 없는 경우 삭제)

3. All payments due under this Article shall be made in(U.S currency 또는

기타 통화) strictly in accordance with this article, converted from Won at the

official telegraphic transfer selling rate of exchange prevailing in Seoul, Korea,

on the expiry date of the immediately preceding (   ) month period for the

calculation of the royalties hereunder.

4. All payments made to Licensor hereunder shall be by means of official

telegraphic transfer remittance, mail transfer remittance, banker's check or

through non□resident foreign currency deposit account established at

bank(s) in [기술제공국명, 또는 기타국명] in the name of Licensee and shall

be remitted to the bank designated by Licensor.

Article 6.【 SUPPLY OF COMPONENTS, PARTS AND RAW MATERIALS 】

Upon Licensee's written request, Licensor shall supply components, parts and

raw materials to Licensee in due time and at reasonable and competitive

prices.

Licensee shall open irrevocable letter of credit to buy commponents, parts

and raw materials from Licensor.

Article 7.【 RECORDS, AUDITING AND REPORTS 】

1. Licensee shall send its statement of royalties due for the immediately

preceding (   ) month period together with full evidences which Lisensor may

require, to reach Licensor not later than (   ) days after the expiration of the

immediately preceding (   ) month period.

2. At the time of remitting the royalties, Licensee shall submit to Licensor a

written report stating the net selling price, overall order price with clients, the

number and the type of the Licensed Products sold or used by Licensee

under this Agreement during the (   ) month period ended on June 30th and

December 31st each year.

Article 8.【 GUARANTEE 】

1. During the terms of this Agreement, Licensor shall be responsible for

damage resulting from defective Technical Information and parts furnished to	Licensee by Licensor.

2. Licensor shall not be responsible for consequential damages from the faulty

application of Technical Information by Licensor.

Article 9.【 DURATION AND TERMINATION 】

This Agreement shall be effective for an initial period of (   ) years from the

effective date of this Agreement.

After the end of this period, the Agreement shall expire without notice. The	parties may agree to extend the term of this Agreement, provided, however, that	any extension shall be subject to the necessary approval by the Government of	the Republic Korea.

If either party hereto continues in default of any obligation imposed on it herein

for more than (   ) days after written notice has been dispatched by registered    airmail by the other party requesting the party in default to remedy such default    the other party may terminate this effect by registered airmail to the first party     and this Agreement shall terminate on the date of dispatch of such notice.

In the event of bankruptcy, insolvency or assignment for the benefit of creditors

of either party hereto, the other party may terminate this Agreement effective

immediately by giving the first party written notice to the effect.

Article 10.【 USE OF TRADEMARK AND BRAND NAME 】

1. Licensor hereby grants to Licensee, upon the terms and conditions hereinafter

specified, [an exclusive, a non□exclusive], non□assignable license to use the

Licensed Trademarks during such time as this Agreement subsist in such

manner as not to deceive the public, on and in connection with the Licensed

Products. Licensor will not grant a Licensee to use the Licensed Trademarks in

the Contract Territory to any other third party in Korea during the term of this

Agreement.

2. Licensee shall be entitled to use Licensed Trademarks on Licensee's letter

headings, invoices and all advertising and promotional material in such form and

in such manner as the first consulting in writing with the Licensor.

Each Licensed Trademark shall be used only after it has been duly registered     with the Patent Office, and after this Agreement has also been duly registered    with the Patent Office, and after this Agreement has also been duly registered    with the Patent Office.

This License to use the Licensed Trademark is provided on a royalty free basis.

If this Agreement is terminated, Licensee shall immediately cease using the Licensed Trademark.

Article 11.【 PATENT INFRINGEMENT 】

Should any Licensed Product manufactured by Licensee strictly in accordance

with the Technical Information supplied by Licensor under this Agreement

partially, totally infringe of patent right belonging to the third party which shall

make a claim against Licensee for alleged infringement of such patent right,

Licensee shall immediately by telex, inform Licensor thereof and transfer the

claim with all pertinent details to Licensor, who shall be responsible for handling

of the claim and Licensee shall in no respect have any responsibility for the

claim from such party.

Article 12.【 SECRECY 】

Licensee agrees that it shall not without prior written consent of Licensor sell,

assign or divulge the Technical Information disclosed and furnished by Licensor

hereunder in any manner to anyone except those of its employees and its

subcontractors who will be using information in the manufacture and erection of

the Licensed Products.

Article 13.【 TAXATION 】

Customs duties, taxes and any similar charges which may be imposed by the

Korean Government with respect to this Agreement shall be borne by Licensee.

All other customs duties, taxes and similar charges which may occur in(기술공

국명) as a result of entering into this Agreement shall be paid by Licensor.

---Article 14.【 ARBITRATION 】

Any dispute arising under or by virtue of this Agreement or any difference of

opinion between the parties hereto concerning their rights and obligations under

this Agreement, shall be finally resolved by arbitration. Such arbitration

proceedings shall take place in [Seoul, Geneva] in accordance with the

applicable rules of arbitation of [the Korean Commercial Arbitration Board, the

International Chamber of Commerce], but the proceedings should take place in

English language. The decision of the arbitration proceedings shall be final and

binding upon both parties.

Article 15.【 EFFECTIVE DATE 】

It is clearly understood and agreed by both parties that this Agreement shall be

deemed effective when all conditions imposed by the Korean Government and

the Government of(기술 제공 국명) shall have been met to the satisfaction of

licensor and Licensee.

The date of the later of such government approval shall become the effective

date of the Agreement. Licensee and Licensor shall notify in writing to the other

party specifying the date of their respective Government's approval.

Article 16.【 APPLICABLE LAW 】

This Agreement shall be construed and interpreted in accordance with laws of

the Republic of Korea.

Article 17.【 FORCE MAJEURE 】

Neither party shall be liable to the other party for nonperformance or delay in

performance of and of its obligation under this Agreement due to causes

reasonably beyond its control including fire, flood, strikes, labor troubles or other

industrial disturbances, unavoidable accidents, governmental regulations, riots,

and insurrections. Upon the occurrence of such a force majeure condition the

affected party shall immediately notify the other party with as much details as

possible and shall promptly inform the other party of any further developments.

Immediately after the cause is remove, the affected party shall perform such

obligations with all due speed unless the Agreement is previously terminated in

accordance with Article 10 hereof.

Article 18.【 NOTICES 】

All communication notices or the like between the parties shall be valid when

made by telegraph or telex communication subsequently to be confirmed in

writing and addressed to the following addresses.

To Licensee＞

To Licensor＞

Article 19.【 LANGUAGE 】

1. The language to be used in rendering the Technical Information disclosed and

furnished in Licensee by Licensor under this Agreement shall be in English.

2. The language for correspondence between the parties and any documentation

shall be in English.

Article 20.【 ENTIRETY 】

This instrument embodies the entire agreement and understanding between the

parties hereto relative to the subject matter hereof and there are no

understandings, agreement's conditions or representations, oral or written,

expressed or implied, with reference to the subject matter hereof that are not

merged herein or superseded hereby.

No modification hereof shall be of any force or effect unless reduced to writing

and signed by the parties claimed to be bound thereby and no modification shall

be effected by the acknowledgement or acceptance of any order containing

different conditions.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

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For and on behalf of By＞ Typed name＞ Position＞	For and on behalf of By＞ Typed name＞ Position＞