知识产权转让协议(中英文对照)

INTELLECTUAL PROPERTY TRANSFER AGREEMENT

知识产权转让协议

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THIS INTELLECTUAL PROPERTY TRANSFER AGREEMENT (the “Agreement”) is made on [date ], 2019

本知识产权转让协议（下称 “协议”）于 2019 年 月 日订立。

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BETWEEN

1. , a company incorporated in the country of , whose principal office is at 　

(“Transferor”); and , a corporation organized under the laws of the .

2. (the “Company”).

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当事方为：

1. （转让方"），一家依据 国法律在 国组建的公司，其主要经营地点位于 。

2. （“公司”）。

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WHEREAS

(A) Transferor has agreed to sell and/or transfer all of its and its applicable affiliates’ right, title and interest in the Intellectual Property (as defined below) to the Company, and

(B) The Company has agreed to purchase and accept the same for the Consideration (as defined below).

鉴于

(A) 转让方同意向公司出售和/或转让其及适用关联方在知识产权（定义见下文）中的所有权利、所有权和权益，且

(B) 公司已同意以对价（定义见下文）购买并接受知识产权。

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NOW, IT IS AGREED as follows:

1.1 Definitions and Interpretation.

1.2 In this Agreement:

Business Day means a day (other than a Saturday or Sunday) on which banks generally are open in 　for the transaction of a full range of business.

Buyer means

Completion means completion of the transfer hereunder in accordance with Section 3.

Consideration has the meaning given to it Section 2.2.

Intellectual Property means the software applications (together with all source and object code and documentation related thereto and all intellectual property rights therein) and other intellectual property rights described on Schedule A.

Transfer Time means close of the Business Day on the date of this Agreement.

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1.3 In this Agreement:

(a) the headings are inserted for convenience only and shall not affect the construction of this Agreement;

(b) a reference to sell or purchase or transfer includes a reference to procure the sale of or procure the purchase of or procure the transfer of, as the case may be; and

(c) general words introduced by the word other shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of act, matter or thing, nor by the fact that they are followed by particular examples intended to be embraced by the general words.

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2．THE TRANSFER

2.1 Effective as of the Transfer Time, Transferor hereby sells and transfers and the Company hereby purchases all of Transferor and its applicable affiliates’ right, title and interest in the Intellectual Property.

2.2 The price for the sale and transfer in Section 2.1 shall be the sum of , as outlined in Schedule A (the ?Consideration?).

2.3 If any sales tax, value added tax or other transfer tax is properly chargeable in respect of the sale and purchase in Section 2.1, the Company shall pay to Transferor the amount of such tax in addition to and at the same time as the Consideration. Transferor will issue to the Company a proper tax invoice in respect thereof.

2.4 THE COMPANY HEREBY ACKNOWLEDGES THAT TRANSFEROR MAKES NO REPRESENTATION OR WARRANTY TO THE COMPANY UNDER THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE INTELLECTUAL PROPERTY, AND THAT THE ABOVE SALE AND TRANSFER IS MADE TO THE COMPANY ON AN “AS IS” BASIS.

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3．COMPLETION

3.1 The sale and purchase of the Intellectual Property shall be completed, and legal title and ownership in respect of the Intellectual Property shall be deemed to pass to the Company, in each case, with effect from the Transfer Time.

3.2 Transferor shall:

(a) cause to be delivered or made available to the Company such additional documents as the Company may reasonably require to complete the sale and purchase of the Intellectual Property; and

(b) do such other things reasonably necessary to give full effect to this Agreement.

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3.3 The Company shall:

(a) Timely pay or cause to be paid the Consideration in cash to Transferor or to whom and in the manner as Transferor may direct; and

(b) cause to be delivered or made available to Transferor such additional documents as Transferor may reasonably require to complete the sale and purchase of the Intellectual Property; and

(c) do such other things reasonably necessary to give full effect to this Agreement.

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4．LICENSES

4.1 The Company acknowledges that, as a current affiliate of Transferor, it has a royalty-free, non-exclusive, non-transferable and non-sublicensable right and license to use the third-party software set forth on Schedule B in connection with its business, pursuant to agreements between Transferor and/or an affiliate (other than the Company) and the applicable third parties. The Company covenants that it shall use all such software in compliance with all terms and conditions of such agreements to the extent that Buyer and/or the Company has been given access to a copy of such agreements.

4.2 Transferor grants to the Company a perpetual, royalty-free, non-exclusive license to use all know-how, techniques, ideas, processes and similar intellectual property that (i) was created, invented or developed by Transferor (or its applicable affiliates) prior to the Transfer Time and (ii) relates to the business of the Company, but is not included in the Transferred Know-How (as defined in Schedule A). The Company may sublicense this license solely in connection with the operation of its business, and not for the independent use of any third party. The Company may assign this license only in connection with the merger, reorganization or sale of the business of the Company to which this license relates. Any purported sublicense or assignment by the Company in violation of the foregoing shall be null and void and of no force or effect. To the extent Transferor or any affiliate (other than the Company), on the one hand, and the Company or any current or future affiliate, on the other hand, enter into any future agreement governing a party?s use of specific items of intellectual property of the other party, such specific provisions (and the term of any such permitted use) shall be deemed to supersede and modify accordingly the above general license.

4.3 The Company grants to Transferor and its affiliates (other than the Company) a perpetual, royalty-free, non-exclusive license to use all Transferred Know-How that has a relation or application to the business of Transferor or any affiliate other than the Company. Transferor and its affiliates may sublicense this license solely in connection with the operation of their businesses, and not for the independent use of any third party. Transferor and its affiliates may assign this license only in connection with the merger, reorganization or sale of any of their businesses to which this license relates. Any purported sublicense or assignment by Transferor or an applicable affiliate in violation of the foregoing shall be null and void and of no force or effect. To the extent Transferor or any affiliate (other than the Company), on the one hand, and the Company or any current or future affiliate, on the other hand, enter into any future agreement governing a party’s use of specific items of intellectual property of the other party, such specific provisions (and the term of any such permitted use) shall be deemed to supersede and modify accordingly the above general license.

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5．ENTIRE AGREEMENT

This Agreement (including the Exhibits, which are hereby incorporated in the terms of this Agreement) sets forth the entire understanding and agreement among the parties as to matters covered herein and therein and supersedes any prior understanding, agreement or statement (written or oral) of intent among the parties with respect to the subject matter hereof.

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6．COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

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7．VARIATION

No waiver shall be deemed to have been made by any party of any of its rights under this Agreement unless the same is in writing and is signed on its behalf by an authorized signatory. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. To be binding, any amendment of this Agreement must be effected by an instrument in writing signed by the parties.

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8．NOTICES

All notices, demands, instructions, waivers, consents or other communications to be provided pursuant to this Agreement shall be in writing, shall be effective upon receipt, and shall be sent by hand, facsimile, air courier or certified or registered mail, return receipt requested, as follows:

If to the Company:

With a copy to:

If to Transferor:

With a copy to:

or to such other address as a party may specify by notice from time to time in writing to the other parties in the manner specified in this Section.

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9．COSTS

Transferor and the Company shall each pay its own costs, charges and expenses incurred in connection with the preparation and implementation of this Agreement and the transactions contemplated by it.

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10．GOVERNING LAW; SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS; WAIVER OF JURY TRIAL.

10.1 THE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF 　.

10.2　Each party hereby irrevocably agrees that, any dispute, claim or controversy arising out of, or related to, this Agreement shall be referred to and finally resolved by arbitration in accordance with the UNCITRAL Arbitration Rules in effective at the time the demand for arbitration is filed. The appointing authority shall be Hong Kong International Arbitration Centre. The place of arbitration shall be in Hong Kong at Hong Kong International Arbitration Centre (HKIAC). The tribunal shall consist of three arbitrators. If the Parties are unable to agree on a single arbitrator within thi?rty (30) days from the commencement of arbitration, each Party shall select an arbitrator and the two (2) arbitrators shall promptly select a third neutral arbitrator, the three of whom shall serve as an arbitration panel. The language of the arbitration shall be English. All negotiations connected with the Arbitration shall be conducted in complete confidence, and the Parties undertake not to divulge details of such negotiations except to their professional advisors who shall also be subject to such confidentiality and shall be without prejudice to the rights of the parties in any future proceedings. The arbitrators shall have no authority to award, nor shall any Party be entitled to receive damages not otherwise recoverable under this Agreement. The decision of the arbitrator(s) shall be final and binding upon the Parties and shall include written findings of law and fact.

Any award issued by the arbitrator(s) may be reduced to a judgment and entered in a court of competent jurisdiction. Each Party shall bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of the Arbitration. The obligation to arbitrate shall not be binding upon any Party with respect to requests for preliminary injunctions, temporary restraining orders or other similar temporary procedures in a court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution by arbitration of the actual dispute. It is not the intention of the Parties that such injunctive procedures shall be in lieu of, or cause substantial delay to, any

arbitration proceeding commenced under this Section.

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10.3　EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11．TAXES

Each party shall be responsible for paying any and all local, state, territorial, provincial, national or federal duties, taxes, excise taxes, goods and services taxes, value added taxes, withholding taxes, ancillary charges and the like levied on him by any government body or authority in respect of the transactions anticipated hereunder.

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12．MUTUAL REPRESENTATIONS

Each Party to this Agreement represents and warrants to the other Party that: (i) such Party has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder, (ii) such Party has, or shall license or acquire, all rights necessary to perform its obligations hereunder, (iii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and ?will not violate any agreement to which such Party is a party or by which it is otherwise bound.

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AS WITNESS, this Agreement has been signed by or on behalf of the parties the day and year first above written.

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SIGNED ( for and on behalf of )

Signature:

Name:

Title:

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SIGNED ( for and on behalf of )

Signature:

Name:

Title:

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SCHEDULE A ? Proprietary Intellectual Property

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Intellectual Property 　　　　　　　Consideration

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All know-how, techniques, ideas, processes and similar intellectual property that (i) was created, invented or developed by Transferor or an affiliate prior to the Transfer Time and (ii) relates primarily to the business of the Company (the ?Transferred Know-How?).

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SCHEDULE B ? Third-Party Software

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