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Technology Transfer Agreement

Technology Transfer Agreement Template for New Zealand

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Key Requirements PROMPT example:

Technology Transfer Agreement

"I need a Technology Transfer Agreement for transferring proprietary software technology from our New Zealand-based company to a Japanese manufacturer, including source code escrow provisions and implementation support starting March 2025."

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Document background
The Technology Transfer Agreement is a crucial legal instrument used when one party wishes to transfer or license technology, intellectual property rights, or technical know-how to another party within the New Zealand legal framework. This document is essential for transactions involving the commercialization of technology, research and development outcomes, or industrial processes. It ensures compliance with New Zealand's Patents Act 2013, Fair Trading Act 1986, and other relevant legislation while protecting the interests of both the transferor and transferee. The agreement covers critical aspects such as scope of rights, implementation procedures, confidentiality obligations, and ongoing support requirements, making it suitable for both domestic and international technology transfers where New Zealand law applies.
Suggested Sections

1. Parties: Identification of the transferor and transferee, including full legal names and registered addresses

2. Background: Context of the agreement, brief description of the technology, and purpose of the transfer

3. Definitions: Detailed definitions of technical terms, the Technology, Intellectual Property Rights, and other key terms used in the agreement

4. Scope of Transfer: Detailed description of what is being transferred and the nature of rights being granted

5. License Grant: Terms of the technology license, including territory, exclusivity, and any field-of-use restrictions

6. Payment Terms: Financial terms including upfront payments, royalties, and payment schedules

7. Delivery and Implementation: Process and timeline for technology transfer and implementation

8. Intellectual Property Rights: Ownership and protection of IP rights, including improvements and modifications

9. Confidentiality: Protection of confidential information and trade secrets

10. Warranties and Representations: Warranties regarding ownership, non-infringement, and performance of the technology

11. Term and Termination: Duration of the agreement and circumstances for termination

12. General Provisions: Standard legal provisions including governing law, dispute resolution, and force majeure

Optional Sections

1. Training and Support: Include when the transfer requires technical training or ongoing support

2. Quality Control: Include when the transferee needs to maintain certain quality standards

3. Source Code Escrow: Include when software source code is involved and needs to be held in escrow

4. Performance Metrics: Include when specific performance standards need to be met

5. Export Control: Include when the technology is subject to export control regulations

6. Improvement Rights: Include when parties want to address rights to future improvements

7. Regulatory Compliance: Include when the technology is subject to specific regulatory requirements

8. Employee Non-Solicitation: Include when protection against employee poaching is needed

Suggested Schedules

1. Schedule 1 - Technical Specifications: Detailed technical specifications of the technology being transferred

2. Schedule 2 - Implementation Plan: Detailed timeline and milestones for technology implementation

3. Schedule 3 - Payment Schedule: Detailed breakdown of payments, royalty calculations, and payment terms

4. Schedule 4 - Support Services: Specification of support services, response times, and service levels

5. Schedule 5 - Training Program: Details of training to be provided, including duration and content

6. Appendix A - Technology Documentation: Technical documentation, manuals, and user guides

7. Appendix B - Required Third-Party Licenses: List of third-party licenses required for technology use

8. Appendix C - Quality Standards: Specified quality standards and testing procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions






































Clauses







































Relevant Industries

Information Technology

Biotechnology

Manufacturing

Telecommunications

Healthcare

Aerospace

Automotive

Energy

Research and Development

Education

Pharmaceuticals

Agriculture

Clean Technology

Defense

Consumer Electronics

Relevant Teams

Legal

Intellectual Property

Research and Development

Technology

Commercial

Business Development

Operations

Compliance

Innovation

Technical Services

Product Development

Strategic Planning

Finance

Risk Management

Relevant Roles

Chief Technology Officer

Intellectual Property Manager

Legal Counsel

Technology Transfer Officer

Research Director

Business Development Manager

Innovation Manager

Licensing Manager

Patent Attorney

Commercial Director

Chief Executive Officer

Research Scientist

Technical Director

Operations Manager

Compliance Officer

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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