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: ______________________