What is the risk liability in a technology development contract?
During the performance of the technology development contract, due to inability to If the technical difficulties to be overcome lead to the failure or partial failure of research and development, the risk liability shall be handled according to the agreement if there is an agreement in the contract; if there is no agreement or the agreement is unclear, the parties may supplement the agreement; if the parties are unable to reach a supplementary agreement, the parties may The risk liability shall be determined according to the relevant terms of the contract or trading practices; if none of the above methods can be determined, it shall be reasonably shared by the parties.
Concepts and characteristics of technology development contracts
The technology development contract refers to the parties A contract entered into between two parties regarding the research and development of new technologies, new products, new processes or new materials and their systems.
The technology development contract has the following characteristics:
(1) The objects involved in the subject matter of the technology development contract must It is a new technological achievement
As a technology development contract The technical achievements involved in the subject matter must be products, processes, materials and systems and other technical solutions that have not yet been mastered or do not exist when the contract is concluded. However, modifications of existing products, process changes, material formula adjustments, and inspection, testing and use of technological achievements that are not technically innovative are excluded.
(2) Technology development contracts have greater risks
When developing a technical project, despite the approval of the parties to the contract Efforts to tackle key problems and close collaboration may also produce unforeseeable, unpreventable and insurmountable technical difficulties encountered under existing technical conditions, leading to failure or partial failure of research and development. Therefore, the inputs of the parties involved are likely to have no output and the risks are relatively high.
Technology development contracts include entrusted development contracts and cooperative development There are two types of contracts. The former refers to a contract entered into by one party entrusting the other party to conduct research and development; the latter refers to a contract entered into by both parties to jointly conduct research and development.
Ownership of technical achievements in technology development contracts and share
First, commission For a developed invention-creation, unless otherwise agreed by the parties, the right to apply for a patent belongs to the researcher and developer.
If the researcher and developer obtains a patent, the client can exploit the patent free of charge. If the researcher and developer transfers the right to apply for a patent, the client can Priority shall be granted to the right to apply for patents under the same conditions.
Second, for inventions and creations completed through cooperative development, unless otherwise agreed by the parties, the right to apply for a patent belongs to the parties involved in the joint development. If one party transfers its jointly owned right to apply for a patent, the other parties may have priority in transferring it. Shared patent application rights.
If jointly developed If one party declares to give up its exclusive right to apply for a patent, the other party can apply alone or jointly with other parties. However, after the applicant obtains the patent right, the party giving up the right to apply for a patent can implement the patent free of charge.
If one of the parties involved in the joint development does not agree to apply for a patent, then The other party or parties may not apply for a patent.
Thirdly, the right to use, the right to transfer and the distribution of benefits of the technical secrets developed through entrustment or cooperative development shall be agreed upon by the parties. If there is no agreement or the agreement is unclear and cannot be determined in accordance with the provisions of the Civil Code, the parties shall has the right to use and transfer, but the research and development developer who entrusts the development shall not transfer the research and development results to a third party before delivering the research results to the client.
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