TECHNOLOGY TRANSFER AGREEMENT

This Technology Transfer Agreement ("Agreement") is entered into this [Date] (the "Effective Date"), by and between [Your Name] (the "Transferor") and [Tranferee's Name] (the "Transferee"), collectively referred to as the "Parties".

1. PURPOSE

The primary purpose of this Agreement is to facilitate the transfer of certain technology from the Transferor to the Transferee while clearly defining the rights, obligations, and limitations of each party. This transfer allows the promotion of commercialization, protection of intellectual property, fostering innovation, and contributing to economic growth. Specific purposes include enabling the transfer of innovative technologies for further development, production, and marketing; safeguarding intellectual property rights; and promoting knowledge share and collaboration.

2. PARTIES INVOLVED

The parties involved in this Agreement include the Transferor, the Transferee, the Legal Representatives of both parties and possibly other Stakeholders. The Transferor or technology provider owns or controls the technology being transferred.

The Transferee or technology recipient receives the rights to use, develop, or commercialize the technology. Legal Representatives, typically attorneys specializing in intellectual property law or technology transactions, ensure the agreement effectively represents the parties' interests. Other Stakeholders could involve agencies, investors, or regulatory bodies.

3. TERMS AND CONDITIONS

For this Agreement to be effective, the Transferee agrees to abide by its terms, including the obligation to pay a royalty fee to the Transferor. The royalty fee shall be calculated at [Amount of Percentage] of the net sales of products and services derived from the utilization of the transferred technology. Such payments shall be made on a quarterly basis throughout the duration of this Agreement. Additionally, the Transferor hereby grants the Transferee an exclusive, non-transferable license to utilize the technology solely within its business operations, subject to the conditions stipulated herein.

4. INTELLECTUAL PROPERTY RIGHTS

The party that is transferring, hereby referred to as the Transferor shall remain in possession of all associated intellectual property rights linked to the said technology. These rights include but are not limited to, patents, which offer exclusive rights over an invention; copyrights, which provide the owner with the legal right to prevent others from copying, distributing, or performing their work; trade secrets, which include confidential business information that provides an enterprise a competitive edge; and trademarks, the recognizable sign, design or expression that identifies the products or services of a specific source from those of others.

The party that is receiving the transfer, also known as the Transferee, has duly recognized these rights as belonging to the Transferor. As a show of respect for these rights and the laws protecting them, the Transferee agrees not to infringe or unlawfully use these rights without obtaining explicit written permission from the Transferor.

5. CONFIDENTIAL INFORMATION

Both parties acknowledge and agree to the following regarding the handling of confidential information under this Agreement:

• Non-Disclosure: Both parties shall refrain from disclosing any proprietary information received during the term of this Agreement to any third party without the prior written consent of the disclosing party.

• Safeguards: The parties shall take reasonable measures to protect the confidentiality of the disclosed information. Such measures include, but are not limited to, implementing physical, electronic, and procedural safeguards to prevent unauthorized access, use, or disclosure of confidential information.

• Limitation of Use: Confidential information disclosed under this Agreement may only be used for the purposes explicitly stated within the Agreement. It may not be used for any other purpose without the express written consent of the disclosing party.

• Return or Destruction: Upon termination of this Agreement, both parties shall promptly return or destroy all confidential information received from the other party, including any copies or extracts thereof, unless otherwise agreed in writing.

• Survival Clause: The confidentiality obligations set forth in this section shall survive the termination of this Agreement and shall remain in effect indefinitely thereafter.

6. LIMITATION OF LIABILITY

Neither of the two parties involved shall be held responsible or subjected to legal consequences for any indirect damages that are a result of a consequence that extends beyond the initial effect. This includes exemplary damages that serve as a punishment and an example for others, incidental damages that are minor, or not regularly occurring, and punitive damages meant to reprimand and deter future occurrences. The mentioned damages also include lost profits. This clause applies regardless of whether or not the said party has been advised or forewarned about the possibility of such damages occurring.

7. TERM AND TERMINATION

This Agreement will commence on the Effective Date and will continue indefinitely unless terminated by either party with sixty (60) days’ notice. Upon termination, all rights granted to the Transferee will revert to the Transferor.

However, obligations regarding confidentiality and any payments due at the time of termination shall remain in effect post-termination.

8. REPRESENTATIONS AND WARRANTIES

• The transferor represents and warrants that it has the full legal right, power, and authority to transfer the technology as contemplated under this Agreement.
  

• Transferor further represents and warrants that, to the best of its knowledge, the technology does not infringe upon the intellectual property rights of any third party.
  

• Transferee represents and warrants that it has the necessary expertise and resources to utilize the technology in accordance with the terms of this Agreement.

9. INDEMNIFICATION

Transferor agrees to indemnify, defend, and hold harmless the Transferee from and against any claims, damages, liabilities, costs, or expenses arising out of or related to any breach of the representations and warranties provided by the Transferor herein.

The Transferee agrees to indemnify, defend, and hold harmless the Transferor from and against any claims, damages, liabilities, costs, or expenses arising out of or related to any misuse or unauthorized use of the technology by the Transferee.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

[Your Name]

[Company Name]

[Tranferee's Name]

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