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Technology Transfer Agreement
Define rights and responsibilities for sharing intellectual property with this Technology Transfer Agreement template.
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Technology Transfer Agreement Template
This Technology Transfer Agreement (“Agreement”) is entered into as of [Date], by and between:
Transferor: [Full Legal Name], with a principal office at [Address] (“Transferor”)
Transferee: [Full Legal Name], with a principal office at [Address] (“Transferee”)
Together, the “Parties.”
1. Purpose
The Transferor owns certain technology and intellectual property rights described in Exhibit A (the “Technology”). The Transferor agrees to transfer or license rights in the Technology to the Transferee for purposes of [describe commercial use, research, or other permitted purpose].
2. Grant of Rights
a. Scope: The Transferor grants the Transferee [exclusive / non-exclusive] rights to use the Technology.
b. Territory: Rights are limited to [specific territory or worldwide].
c. Term: The grant continues for [X years] or until terminated under Section 12.
3. Ownership
a. Title: The Transferor retains all ownership of the Technology except as expressly granted.
b. Improvements: [Specify whether improvements belong to Transferor, Transferee, or are jointly owned].
c. Restrictions: The Transferee shall not sublicense, assign, or otherwise transfer rights without written consent of the Transferor.
4. Compensation
a. License Fee: Transferee shall pay $[Amount] upon execution of this Agreement.
b. Royalties: Transferee shall pay [X]% of net revenues generated from commercialization of the Technology.
c. Reports: Transferee shall deliver quarterly revenue reports to Transferor.
5. Confidentiality
The Parties agree to maintain confidentiality of all proprietary information related to the Technology, including technical data, designs, and processes, except as required by law or permitted in writing.
6. Warranties and Disclaimers
a. Transferor warrants it has the right to transfer the Technology.
b. Except as expressly stated, the Technology is provided “as is” without warranties of merchantability or fitness for a particular purpose.
c. Transferee accepts the risk of adapting and commercializing the Technology.
7. Compliance
The Transferee shall comply with all applicable laws and export control regulations in using the Technology.
8. Liability and Indemnification
The Transferee agrees to indemnify and hold harmless the Transferor against claims arising from its use or commercialization of the Technology, except to the extent caused by Transferor’s breach of warranty.
9. Records and Audit
The Transferee shall maintain accurate records of revenues derived from the Technology and allow the Transferor reasonable access for audit purposes.
10. Termination
This Agreement may be terminated by either Party upon [X days] written notice for material breach if not cured, insolvency of either Party, or mutual consent.
11. Effect of Termination
Upon termination, the Transferee shall cease use of the Technology, return confidential materials, and pay any outstanding amounts due.
12. Governing Law
This Agreement shall be governed by and construed under the laws of [State/Country].
13. Entire Agreement
This Agreement, together with any exhibits, constitutes the full understanding of the Parties and supersedes prior discussions or agreements. Amendments must be in writing and signed by both Parties.
Signatures
Transferor:
Name: _____________________
Title: ______________________
Signature: _________________
Date: ______________________
Transferee:
Name: _____________________
Title: ______________________
Signature: _________________
Date: ______________________
Details
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Technology Transfer Agreement
TECHNOLOGY TRANSFER AGREEMENT FAQ
What is a Technology Transfer Agreement?
A Technology Transfer Agreement is a formal contract where the owner of certain technology, patents, or know-how permits another party to use, develop, or commercialize it under agreed conditions. It sets out how intellectual property is shared and what rights and obligations each party has.
Why is a Technology Transfer Agreement important?
It protects the rights of the technology owner while enabling another party to use or build upon the technology. By clearly defining scope of use, royalties, confidentiality, and liability, it helps avoid disputes and ensures compliance with legal and commercial requirements.
When should you use a Technology Transfer Agreement?
Use it when licensing, assigning, or otherwise transferring intellectual property such as patents, trademarks, software, technical processes, or proprietary designs. It is especially common in research collaborations, joint ventures, and commercialization of university or corporate innovations.
What should a Technology Transfer Agreement include?
It should identify the technology being transferred, ownership rights, license scope (exclusive or non-exclusive), royalties or compensation, confidentiality requirements, warranties, dispute resolution, and termination provisions. Attachments may include technical documentation or schedules of patents.
Does it cover ongoing support or improvements?
Yes. Many Technology Transfer Agreements include provisions for training, updates, or improvements to the technology. The agreement should specify whether improvements remain with the original owner or transfer to the licensee.
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