Party 1 Full name of the establishment: Commercial registration number: Tax number: Address of the headquarters: Name of the legal representative signing: Title of the representative (Director/Authorized): Phone: Email: | Party 2 Full name of the establishment: Commercial registration number: Tax number: Address of the headquarters: Name of the legal representative signing: Title of the representative (Director/Authorized): Phone: Email: |
This contract is made between the two parties whose complete details are provided in the attached contracting form, referred to herein as "the first party" (the owner / supplier of the technology) and "the second party" (the recipient / acquirer of the technology), collectively referred to as "the parties." In accordance with the provisions of the Egyptian Civil Law No. 131 of 1948, the Intellectual Property Rights Protection Law No. 82 of 2002 (specifically Articles 1-178 concerning all types of intellectual property), the Commercial Law No. 17 of 1999, the Personal Data Protection Law No. 151 of 2020, and the current laws and regulations in the Arab Republic of Egypt, this agreement aims to organize the process of technology transfer between the first party (the owner / supplier of the technology) and the second party (the recipient / acquirer of the technology), wherein the owner commits to providing the recipient with the technology (including software, systems, processes, designs, specifications, technical documents, technical know-how, training, and technical support) for use, manufacturing, or distribution within a defined scope, in exchange for an agreed financial consideration, with the scope of the transferred technology, the mechanisms for transfer and training, quality and performance guarantees, intellectual property protection, rights to modification and development, compensation and penalties conditions, and rights of cancellation and termination specified, all within a framework of transparency and adherence to the highest standards of technology transfer and applicable laws in the Arab Republic of Egypt. The parties have agreed to the following:
Article (1) Definitions of the Contract
1- The following words and phrases - wherever mentioned in this agreement - shall have the meanings set forth next to each of them, unless the context of the text demands another meaning:
2- The contract: refers to this Technology Transfer Agreement in its entirety, including all its provisions and annexes, and its preamble is considered an integral part thereof.
3- The owner / technology supplier: the first party to this contract, who is the legal owner of the technology, or authorized to transfer it, and is obligated to provide the recipient with the technology and all associated components.
4- The recipient / acquirer of the technology: the second party to this contract, who is the natural or legal person receiving the technology from the owner, and uses it within the scope of the agreed license, manufacturing, or distribution.
5- The technology: all technical and practical knowledge, software, systems, processes, designs, specifications, technical documents, source codes, libraries, databases, drawings, schematics, manufacturing and production methods, experimental results, data, and any other information that gives the recipient a competitive advantage or enables it to manufacture or use a specific product or process, which is detailed in Annex (1) of this contract.
6- Software: source and executable code, libraries, frameworks, databases, development tools, application programming interfaces (APIs), and any other software that constitutes part of the transferred technology.
7- Technical documents: all documents, brochures, manuals, specifications, drawings, and schematics that explain the technology or clarify how to use, operate, or maintain it.
8- Manufacturing processes: the methods, procedures, and processes used to manufacture products or provide services using the transferred technology.
9- Technology transfer plan: the timeline and detailed plan for transferring technology from the owner to the recipient, including transfer phases, deliveries, training, technical support, as defined in Annex (2) of this contract.
10- Transfer period: the duration allocated for the transfer of technology from the owner to the recipient, as defined in Article (3) of this contract.
11- Usage period: the period during which the recipient is allowed to use the transferred technology, as specified in Article (3) of this contract.
12- Technology transfer fees: the financial amount that the recipient is obligated to pay to the owner in exchange for the transfer of technology, as specified in Article (5) of this contract.
13- Royalties: the percentage of net sales of products or services resulting from the use of the technology that the owner is entitled to, as specified in Article (5) of this contract.
14- Technology improvements: any developments, enhancements, modifications, or additions to the transferred technology, developed by either party during the contract period.
15- Licensed products / services: products or services that the recipient is allowed to produce or provide using the transferred technology, as specified in Article (2) of this contract.
16- Scope of use: the geographical area and commercial field defined for the use of the technology, as specified in Annex (3) of this contract.
17- Exclusivity: the exclusive right of the recipient to use the technology within the specified scope of use, such that the owner may not transfer or license the technology to other parties within the same scope during the contract period.
18- Sub-licensing: granting the recipient a license to a third party to use the transferred technology.