ICC Model International Transfer of Technology Contract

As technology and intellectual property rights become increasingly important in today's international business community, more and more companies across the globe are concluding transactions to transfer technology among business entities.  Recognizing the need to provide the marketplace with assistance on this highly technical subject, the International Chamber of Commerce has produced the ICC Model International Transfer of Technology Contract.

While the term “transfer of technology” may cover a variety of situations, ranging from patent and/ or know-how licenses to more complex dealings involving the supply of technical assistance or equipment, this model covers the situation where a manufacturer licenses a package of information and industrial property rights to a licensee company so that the licensee can also manufacture the products, using the licensor's technology.

Model International Transfer of Technology Contract is designed for use by non-specialists in the area who are seeking reliable guidance and an adaptable, balanced contractual framework.  Produced by a group of subject-matter experts of the ICC Commission on Commercial Law and Practice, the model distills the relevant principles across industries and geographies into an accessible tool for business people and their advisors.

Table of Contents

1. Definitions
2. Good faith and fair dealing
3. Entry into force of the Contract
4. Grant of rights and licences
5. Territory and competition
6. Obligations of Licensor
7. Obligations of  Licencee regarding manufacturing of Products
8. Supply of Parts and Components and Products between the parties
9. Payments
10. Licensor’s warranties
11. Limitation of liabilities for damages
12. Ownership of Licenced Technology, third party rights infringement
13. Regulatory matters and product liability
14. Further development, improvements and Successor Products
15. Confidential Information – Force Majeure – Hardship
16. Term and termination
17. Resolution of disputes
18. Applicable law
19. Tax