Scope of the contractThe ICC model contract covers the situation in which a company (licensor) that manufactures certain products transfers to another company (licensee) a global set of information and intellectual property rights that allows the licensee to manufacture certain products using the licensor`s technology. Products are subject to the technology license. Ready-to-use texts with options – or simply a checklistEvery contract template needs to be adapted to the circumstances of a specific case. Theoretically, the best solution is to create an individual contract based on examples of existing forms, such as checklists .B. In this way, all the specific requirements of the parties to a particular transaction can be taken into account. ICC has dealt with trademark licensing issues in a separate draft model contract, but this does not complement this model technology transfer agreement. If the licensor manufactures products himself, licensing is generally an ancillary activity to his main activity. This gives weight to the importance of the contraction. In addition, if the licensee is to produce the same products as the licensor, competition issues will be crucial, as the licensor will naturally seek to protect its own market.
The different sources of applicable law included in the model contract are organized in the following order: (1) contractual conditions, (2) general principles of law, (3) commercial practices and (4) Unidroit principles. Thus, Article 18A of the Model Technology Transfer Agreement applies uniformly to licensors and licensees from different countries, without giving either party the advantage of applying the national law of that Party or the law of a third country. General principles instead of national lawAll ICC model contracts provide for the possibility that the contract may be subject to the principles of law generally recognized in international trade as an application to technology transfer contracts (also known as “lex mercatoria”) instead of a specific national law. Often, however, the parties cannot prepare a concrete contract. Therefore, they prefer to resort to a form of balanced ready-to-use model that can be used unchanged without the need for modifications or additions. This model contract is an attempt to strike a balance between these two possibilities. In many places, the model offers options to the parties, with a standard rule in each case. Technology transfer is an increasingly important feature of international trade – in line with the growing importance of IP in global value chains. Consistency with block exemptions under EU competition lawAs a general rule, the standard contract does not take into account specific mandatory provisions of national law and competition rules in different fields of activity that could affect the drafting of different clauses.
However, it proposes alternative contractual solutions in line with the Competition Rules of the European Community. Technology transfer contracts in the EU are subject to Regulation (EC) No 772/2004, which grants a block exemption (under Article 81(3) TEU) to all technology transfer agreements that fulfil certain conditions. The Regulation distinguishes between agreements between competitors and undertakings which are not in competition with each other. As technology and intellectual property rights become more and more important, more and more companies around the world are entering into transactions to transfer technology between companies. The model contract does not contain any provisions for the supply of equipment or components. It does not provide for a trademark license or buy-back agreement for products manufactured under the licensed technology. These issues need to be agreed separately. Licensee expects to receive all information, technical support and intellectual property rights necessary for the manufacture of the Contract Products in accordance with Licensor`s quality standards and Licensor`s technology. Individual elements are important only to the extent that they are necessary to achieve this objective. Of course, the content varies depending on the industry. This standard contract covers the situation in which a manufacturer licenses a set of information and industrial property rights to a licensed company. The licensee may then also manufacture the products with the licensor`s technology.
The International Chamber of Commerce (ICC) has prepared a model contract for international technology transfer. It complements ICC instruments for international trade, ranging from Incoterms 2000 and UCP 600 to a variety of model contracts and model clauses for specific topics. The technology transfer contract template can be used as a checklist, but also offers a complete contract text with several options to choose from. It will be published in April 2009 (No. 674). The model contract is expected to be available in spring 2009 in the icc e-library and from each of the ICC National Committees. .