What is Technology Transfer
Technology transfer, in other words it is also called as Transfer of Technology (ToT) is one where the assignment of new innovative technology which is transferred by the inventor or developer to another person or company by way of licence or assignment.
Technology Transfer Contracts
The Technology Transfer Agreement is a transfer of an owner’s rights, title and interest over certain IPR. It’s something where the owner of the know-how transfers all his right either partly or completely to another party in return for a consideration. In simple words the its basically a sale and purchase of IP Rights. The consideration may be a Onetime assignment fee or royalty or share.
International TTA
Now, because of the globalisation, the assignment of technology not only restricts within the boundary, it extranets country to country and even to other continents. So while doing so, the agreement must be carefully drawn according to the laws of both the countries. It should specifically state the clauses like Jurisdiction of court, binding laws and also specifically the Arbitration clause.
Essential elements of Technology Transfer Agreement
- Description of the Technology: The subject matter must be defined clearly. If there is a patent right subsist, the patent number or other IPR rights like Design or Copyright numbers should be mentioned in the assignment agreement.
- Specify the exclusivity: There are two types of transfers one is exclusive assignment and the other is non-exclusive assignment. So the terms of the exclusivity should be mentioned. It may be territorial exclusivity or exclusivity over a specific utility.
- Territory: The next important element in a ToT is specifying the territory of licence or franchising. This will be a element in Assignment agreement where the complete right is transferred to the other party.
- Consideration: The purpose of assignment, in the point of view of the assigner is financial consideration. It may be a onetime payment or royalty. It should also say about what is the initial payment.
- Term: It the transfer is of a nature of license, then the term must be specifically mentioned. Even provisions for renewal can also be mentioned.
- Warranty and indemnification: As already seen in the indemnity agreement page, here the assignor or the assignee must expressly undertake to make good the loss of the other party because of their own negligence or mistake.
Types of Technology transfer
Technology transfer can happen in many ways. That is to say the transfer of technology can either be for limited period or one time assignment or even it can be for a limited geography. We shall see various forms of transfer of technology in details
DOs and DONTs of TTA
First we shall see about the DOs in a Technology Transfer Agrement. and then we will go to don'ts.
Specify the territorial utility
Warranty and indemnity
Confidentiality
Term of Contract
Now we see that are the point that falls under Don'ts
Unreasonable restrictions over utility
Unjustifiable obligations over the other party
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