中华人民共和国技术引进合同管理条例施行细则 Detailed Rules for the Implementation of the Regulations on Administration of

（Approved by the State Council on December 30， 1987 Promulgated by the Ministry of Foreign Economic Relations and Trade on January 20， 1988）
颁布日期：19880120 　实施日期：19880120 　颁布单位：外经贸部

　　Article 1 The Detailed Rules are formulated in accordance with the provisions of Article 12 of the Regulations on Administration of Technology Import Contracts of the People's Republic of China （hereinafter referred to as the “Regulations”）。

　　Article 2 Regardless of country or region of the supplier， source of funds and ways of payment of the recipient， technology import contracts hereunder listed concluded between the recipient and the supplier as specified in Article 2 of the Regulations shall apply for examination and approval from the competent authority in accordance with the Regulations and the Detailed Rules.

　　1. Contracts for assignment or licensing of industrial property rights：

　　Contracts for assignment or licensing of industrial property rights refer to those for assignment or licensing of rights relating to invention patents， new utility model patents， exterior design patents as well as trademarks excluding those merely for assignment of rights of trademarks.

　　2. Contracts for licensing of know-how：

　　Contracts for licensing of know-how refer to those for provision or impairment of technical knowledge for manufacturing a product or applying a technology as well as for product designs， technological processes， formulae， quality control and management， which is neither publicized nor under legal protection of industrial property rights.

　　3. Contracts for technical services：

　　Contracts for technical services refer to those for providing services or consultations to the recipient by the supplier with his technology for achieving a specific goal， including those for feasibility study or engineering design undertaken by the supplier upon the entrustment of the recipient or by the recipient in cooperation with the supplier， those for providing technical services by foreign geological exploration or engineering teams that are employed and those for providing services or consultations by the supplier upon entrustment of the recipient for technical transformation of enterprise， improvement of production technology or product design and quality control as well as enterprise management （excluding those for employing aliens in China's enterprises）。

　　4. Contracts for co-production and co-design which contain any one of such contents as assignment or licensing of industrial property rights， licensing of know-how or technical services；

　　5. Contracts for importing complete set of equipment， production line and key equipment which contain any one of such contents as assignment or licensing of industrial property rights， licensing of know-how or technical services；

　　6. Other technology import contracts which need the fulfillment of the procedure for examination and approval in the view of the competent authority.

　　Article 3 To import technology， companies， enterprises， institutions or individuals with no right to do technology import business with abroad shall， with a letter of commission， entrust those companies and enterprises with such rights to conclude technology import contracts.

　　Article 4 Technology import contracts concluded by Chinese-foreign equity joint ventures， Chinese-foreign co-operative ventures and wholly foreign-owned enterprises （hereinafter referred to as “foreign investment enterprises”） established in the territory of the People's Republic of China for technology acquired from suppliers shall comply with the procedure of examination and approval in accordance with the provisions of the Detailed Rules.

　　If the foreign investor in the foreign investment enterprise uses industrial property rights or know-how as his equity share， this will be dealt with in accordance with the relevant l

aws and regulations of the State for foreign investment enterprises.

　　Article 5 The competent authorities for examining and approving technology import contracts are the Ministry of Foreign Economic Relations and Trade （hereinafter referred to as MFERT） and its authorized departments， commissions， bureau of foreign economic relations and trade and other administrative organs of provinces， autonomous regions， municipalities directly under jurisdiction of the central government， coastal open cities， special economic zones and cities under provinces with separate economic plans （hereinafter referred to as the “authorized examining and approving authorities”）。

　　Article 6 Technology import contracts are examined and approved at different levels in accordance with the following stipulations：

　　1. Technology import contracts for projects with feasibility study reports approved by the ministries/commissions of and departments under the State Council are to be examined and approved by MFERT.

　　2. Technology import contracts for projects with feasibility study reports approved by people's governments or their authorized responsible organs of provinces， autonomous regions， municipalities， coastal open cities， special economic zones and cities under provinces with separate economic plans are to be examined and approved by the authorized examining and approving authorities of the same levels； If the technology import contracts are concluded by other transregional companies through entrustment， they may be examined and approved by the authorized examining and approving authorities of the spot where the entrusters are located with the consent of the entrusters' local authorized examining and approving authorities. After approval， the on-the-spot authorized examining and approving authorities shall send a copy of the Approval Certificate to the local authorized examining and approving authorities for record. Nevertheless， technology import contracts concluded by companies located in Beijing pursuant to transregional entrustment （excluding those directly under Beijing municipality） are to be examined and approved by MFERT.

　　3. Technology import contracts concluded by foreign investment enterprises for acquiring technology from suppliers shall be examined and approved by MFERT if the foreign investment enterprises were established with the approval of ministries/commissions of and departments under the State Council， or be examined and approved by MFERT-authorized organs if the enterprises were not so established.

　　Article 7 Technology import contracts shall specify in terms of the following items：

　　1. Name of contract；

　　2. Contents， scope and requirements of the goal directed technology imported；

　　3. Criteria， time-limits and measures for quality rectification of the imported technology and liabilities for risks；

　　4. Obligations of keeping-confidential for imported technology， ownership and sharing of the technology improvements；

　　5. Price or payment in total and breakdown and terms of payment；

　　6. Calculations for compensation in case of violation；

　　7. Means of settlement for disputes；

　　8. Interpretation of terms and phrases.

　　Annex and data relating to implementation of the contract may constitute an integral part of the technology import contract in accordance with the agreement of the contracting parties.

　　Article 8 With respect to technology import contracts involving assignment or licensing of patent or trademark rights obtained in China， relevant patent numbers or patent application numbers， trademark registration numbers together with trademark design shall be expressly specified. Contracts for assignment of patent rights shall be recorded with the Patent Office in accordance with provisions of the “Patent Law of the People's Republic of China”， and those for licensing of the trademarks shall be

recorded with the Trademark Office in accordance with provisions of the “Trademark Law of the People's Republic of China”。

　　Article 9 The supplier shall ensure that the technology or data documents provided are complete， accurate， effective and capable of reaching the technology goal specified in the contract. The time-limits for the delivery of technology documents shall correspond with the engineering programmer of the recipient.

　　Article 10 If the recipient requires the supplier to provide raw materials， spare parts or equipment for the imported technology， the price shall not be higher than that of the like product on international market.

　　Article 11 The supplier shall ensure that he is the legal owner of the technology provided or that he has the right to assign or license the technology. If the recipient， in producing or selling products with the assigned or licensed technology， is accused of infringement by a third party， the supplier shall respond to the lawsuit. If the infringement charged by the third party is proved， all economic losses the recipient may suffer shall be compensated for by the supplier

　　Article 12 Within the term of validity of the contract， the ownership of the improved technology including the right to apply for patents belongs to the party that has made the improvements. Where the recipient provides the improved technology to the supplier， the terms shall be the same as those when the supplier provides the improved technology to the recipient.

　　Article 13 The recipient shall undertake the obligations to keep confidential for know-how and relevant information provided or imparted by the supplier in accordance with limits and duration as agreed in the contract. The duration of keeping-confidential shall not generally exceed the term of validity

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