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Technology trade refers to the transfer of a technology or right from the technology exporter to the importer in the form of transaction.Technology trade has become an important international trade activity.[1]
technology marketLike other commodity markets, there are also narrow and broad definitions.The narrow sense of technology market refers toTechnical commodityPlace of transaction, such asTechnology Fair、Technology bazaarEtc.The narrow sense of technology market is a tangible market.Broadly speaking, technology market refers to technologycommodity exchangeThe sum of relations, which covers the whole process from the development of technical goods to the application of technical goods, involves the development of technologyTechnology transfer、Technical ConsultationTechnical transaction activities related to technical services and the relationship between related subjects.Broadly speaking, the technology market not only includes the specific places for exchange of technology products, but also includes technologycommodity exchangeThe sum of the economic interests between the buyer and the seller in the process.Therefore, the generalizedtechnology marketIt is a symbiotic market of tangible market and intangible market.
In terms of business scope, the technology market includes the transformation of scientific and technological achievements into real productivity.Meet the user's requirementsTechnical commodityOfRealistic needsandpotential demandA series of business activities carried out.Technology transfer centers, technology trading institutionsProductivity Promotion Center, SME Development Center and other institutionsTechnology property transactionThe business work of the organization is carried out around promoting the transformation of scientific and technological achievements into practical productivity, which belongs to the category of technology market in theory.
Technology transfer
Technology transferIt refers to the behavior that the party owning the technology transfers its technology to another party for use in some way.The transfer of goods is the transfer of ownership. Unlike this, the transfer of technology is generally just the transfer of the right to use technology.An article can only be completely transferred to one other party, and the original owner will lose the ownership of the article due to the transfer.However, a technology can be completely transferred to multiple parties at the same time, and the holder of the original technology does not lose the ownership of the technology due to the transfer.
Technology transfer is a special form of technology transfer.Technology transfer refers to the process of technology transfer from one field to another or from one region to another.Technology transfer is a kind of technology transfer form in the form of assistance, gift or sale with specific parties.The types of technology transfer can be divided into domestic technology transfer andInternational technology transfer；It can be classified as commercial according to its paid natureTechnology transferAnd non-commercial technology transfer;According to its direction, it can be divided into horizontal technology transfer, that is, technology transfer between enterprises and vertical technology transfer, that is, technology transfer from large companies to their subsidiaries or scientific research institutions to enterprises.
technology import
The turnover of international technology trade grew rapidly.
ExpatriateTechnology transferIn China, technology is introduced.To be specific, technology import refers to the practice of a country or enterprise introducing foreign technical knowledge and experience, as well as necessary equipment, instruments and apparatus, to develop its own economy and promote scientific and technological progress.
Technology introduction is a specific concept.(1) Technology import is a transnational behavior.(2) There is a principle difference between technology import and equipment import.People often generalize "technology" and divide it into software technology and hardware technology.Software technology refers to the technical knowledge, experience and skills mentioned above, which belongs to pure technology;Hardware technology refers to physical technology such as machinery and equipment.It is generally called equipment import to buy machinery and equipment from abroad instead of software technology.If you only buy software technology from abroad or purchase some equipment at the same time, this behavior can be called technology import.(3) The purpose of technology import is to improve the manufacturing capacity, technical level and management level of the importing country or enterprise.Only by introducing software technology and self digestion and absorption can we achieve the goal.
Other introductions
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1. Refers to international commerceTechnology transferThe act of both parties transferring the technology of certain content from the seller to the buyer by means of purchase and sale according to the agreed conditions.
2. The act of one party obtaining certain technology from the other at a certain price.One of the main forms of technology transfer.There are two ways: one is to buy and sell patents, proprietary technology andright to use a trademark, commonly referred to as "software trading";The first is to buy and sell complete sets of equipment, commonly known as "hardware sales".Sometimes twoMode of tradeCombined.
basic content
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The basic content of technology trade includes whether technology can really be carried outIndustrializationProduction and creating wealth for society:
(1) Invisibility.Technology is an invisible and intangible intellectual thing;It can only be grasped by understanding.Some technologies can be expressed in language;Some technologies only exist in the experience of "capable people".
(2) Systematicity.Sporadic technical knowledge cannot be called technology.Only the integration of knowledge, experience and skills in the production principle, design, production operation, equipment installation and commissioning, management, sales and other aspects of the product can be called technology.
(3) Product attributes.Technology is an invisible special commodity.Because technology has not only use value, but alsoExchange value, so it can serve as the transaction object of technology trade.
（2）License trade。The transfer of the right to use technology refers to the transfer of the right to use a certain industrial property or special technology and related products by the technology exporterManufacturing rights, right of sale, throughLicense ContractA transaction that is transferred to the importer for a fee.Licensed tradeThe scope mainly includesPatent license, trademark license, proprietary technology license, combination license, etc.
Andmerchandise trade In comparison, technology trade has the following characteristics:
(1) The commodity has a certain physical form, and its quality can be measured by physical comparison and other means, which is easier to identify.Technology itself has no independent material form, so it is not as easy to identify as commodities;
(2) The transaction of commodities is the transfer of ownership. A commodity can only be sold to one buyer.The technology transaction is generally the transfer of the right to useTechnology transferWhen it is given to another company, the company still has the ownership of the technology, and can transfer it to another companyCompany Transfer。If the buyer wants to own the technologyExclusive right of use, you need to pay more royalties andContract termsTo protect this privilege;
(3) Commodities gradually lose their value in the process of consumption.Technology is different. It will not be consumed by use like commodities. On the contrary, a technology can be more perfect in use, or even develop new technology to add value to the original technology;
(4) The relationship between buyers and sellers in commodity trading is relatively simple.Technology transaction is a long-term cooperative relationship between enterprises or individuals in the same industry;
(5) In commodity trading, the seller produces goods for sale rather than for his own use, while in technology trading, the developer of technology is generally for his own production and use, not for sale and transfer as the main goal;
(6) Technology trade involvesTechnical review, transfer mode, law, trade, contract duration and government regulationmerchandise trade It's much more complicated.
Historical changes
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Historically, the importance of technology trade has increased dramatically.Since World War IIEconomic recoverySince the beginning, we have been distinguishing four trends: price, quality, speed and novel, unique products.
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the Second World WarLater, the increase in demand for all products prompted producers to focus on output.The growing competition also urges them to attach importance to cost saving production methods.But the quality of the product is extremely poor.
This has triggered a trend to improve product quality.All productsQuality assurance system, most of which originate from Japan, and have left marks in the management of the company.Its vertex isISO 9000 Quality Management Certification SystemWidely accepted,transnational corporationsandSmall and medium-sized enterprisesIt's all the same.
From Japan, the philosophy of "no inventory" emerged（Timely delivery）To implement the guarantee.This is the first warning that manufacturing sites away from the direct market need sophisticated logistics systems, which is called supply chain management.
Once the company has achieved their three elements of "price, quality and delivery", they will use the last means to seek profits: creating demand for new products.The "shelf life" of all products has been reduced, and the "improved" version of existing products has become the backbone of sales expansion.
The significant increase in the importance of technology trade is not only caused by the market demand mentioned in the previous chapter.The transfer of production to low labor cost countries has brought additional problems to technology rich industries:Technical know-howConfidentiality of.As we all know, fromDeveloped industrial countriesTo developing countriesforeign direct investmentMake technology spread to recipient countries.The technologically developed countries are very concerned that the transferred technology will be used to compete with themselves when the recipient country does not have a perfect intellectual property protection system, and thus deny that their investment/technology will get enough returnopportunity。Unfortunately, most potential technology transfer countries do not have a strong intellectual property protection system. As a result, technology developed countries prefer to put R&D departments and headquarters together rather than move them with production units.This prevents the circulation of technology through licensing.
influence factor
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production
In the era of industrialization and enlightenment,Basic industryIt requires a lot of investment in land, construction, machinery and labor.Therefore, producers and manufacturers account for a large part of the value of the entire supply chain.However, the continuous growth of prosperity also has an impact on labor costs, which account for 50-70% of the total production costs in most industries.With the opening of borders of most developing countries/Trade liberalization policyThis has caused a wave of shifting production activities to low labor cost countries.This is clearly reflected in the clothing industry and later in the electronics industry.As a value-added behavior, the manufacturing industry has dropped to a low level, and will continue to flow to the low point like water.
Marketing
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"You can buy a T-type Ford sedan of any color you want, even if it is black",henry ford The famous sayings of the 20th century explain the role of the market.This is aSeller's marketConsumers are willing to buy any product produced by industry, which is the demand for new products.After decades, manufacturers began to understand the need for marketing as a value-added behavior.The company recognizes the importance of trademarks and industrial design in marketing strategies, such asGeneral MotorsSimilar automobile products (Buick,Chevrolet，PontiacorOldsmobile）Put in different market segments and give different models of each brandPrice positioning。It is difficult to accurately explain why they are willing to spend more money on Nike 4 sneakers rather than those without trademarks.Is it because of higher quality (production), design (technology) or name/logo (marketing), spend more money to buy“IntelIs the reason for "Inner Core" computers also the same kind of marketing?The fact is that "marketing factors" play a decisive role in the purchase process more than ever before.Seller's marketStart to transform intoBuyer's marketThe competition is global, and the battle for the market is even more affected than ever beforeAdvertising budgetImpact.
logistics
In the early period of last century, production often took place close to the market or the place where raw materials were provided.This reduces the need for complex logistics.Globalization and the resulting production transfer have triggered the transportation of raw materials, middleware and finished products.The plastic bags in a German supermarket are made byThe People's Republic of BangladeshIt is produced from raw materials made in South Korea, and middleware is provided by South America in turn.These middleware are European plasticizers and fluxes produced based on Russian crude oil.
international technology transfer transactions
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definition
international technology transfer transactionsIt refers to an international trade act in which enterprises, economic organizations or individuals in different countries sell or purchase software technology use rights from each other in accordance with general commercial conditions.It is composed ofTechnology exportAnd technology introduction.In short, international technology trade is a kind of international commercial behavior with the use right of pure technology as the main transaction object.
characteristic
1. The nature of the subject matter of the transaction is different. The subject matter of the material trade is a tangible material commodity, which is easy to measure, discuss quality and price;The target of technology trade is intangible knowledge, and its measurement, quality and pricing standards are very complex.
2. The parties to the transaction are different from each other on the one hand. The parties to the goods trade are generally not peers, while the parties to the technology trade are generally peers.Because only if both parties are peers, the importer will be interested in the technology of the transferor, and the importer will be able to use this technology.On the other hand, the seller in the trade of goods is always for the purpose of sales, and the seller in the trade of technology (the transferor) generally develops technology not for transfer but for its own use, and only transfers technology under certain circumstances.
3. Different delivery processes
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The delivery of goods trade is the physical handover, and the process is relatively simple.The "delivery" of technology trade is a complicated and long process of imparting technical knowledge, experience and skills.
4. The issues involved are different from the laws
Technical trade involves many, complex and special problems.For example, technology trade involvesindustrial propertyProtectionTechnical risk, technology pricing, restrictions and counter restrictions, confidentiality, rights and technical guarantees, support methods and other issues.There are more domestic laws, inter graphic laws and conventions involved in technology trade than in goods trade.Therefore, it is more difficult to engage in technology trade than to engage in material trade.
5. Different levels of government intervention
The government's intervention in technology trade is greater than that in goods trade.As technology export is actually a kind of technology level, manufacturing capacity andDevelopment capacityTherefore, for the sake of national security and economic interests, the state has a stricter review of technology exports.Because in technology trade,Technology transferIn order to prevent it from forcing the importer to accept unreasonable transaction terms by virtue of this advantage, and also for the consideration of domestic economic, social, and scientific and technological development policies, the state also strictly manages technology import.[2]
Adoption mode
The international technology trade contract is realized by both parties of the two countriesTechnology transferA legal document concluded for this purpose that stipulates the rights and obligations of both parties.Its form is often corresponding to the international technology trade mode, such asLicense contract, technical service and consulting contractsjoint productionContract, equipment contract, etc.The license contract is the most basic, typical and common form.Technical service and consulting contracts are also typical and widely used.Therefore, only these two types are introduced herecontract form。
License contractDue to different typesContract termsThey have the same parts as their contents, but also have their own special parts.
The common terms and contents of various license contracts are as follows:
(l) Contract name and number.The name of the contract shall accurately reflect the content, nature and characteristics of the contract.For example, "×× Patent License Contract".The contract number is a specific symbol to identify the contract, which reflects the country of the licensor, the name and department of the licensee, the year of signing, etc.
(2) Time and place of signing.The signing time is the official signing date of both parties, and the signing place is often related to the signing time.The time and place of signing often involve the effectivenessApplication of lawAnd tax payment.
(3) Legal name and address of the parties.This is indispensable for communication and communication, and is also one of the bases for determining the jurisdiction and applicable law of the court in case of disputes between the two parties.
(4)whereas clause, which is often called "Whereas...".It is a narrative clause to describe the background, intention and purpose of both parties, especially the legitimacy of the licensor's ownership of technology or rights and the licensee's experience and ability to accept technology.
(5)DEFINITIONS。In order to make the contract content clear and concise, the following terms are often defined:Object of contractRelevant important nouns and terms;Important terms and terms with different understandings or easily ambiguous meanings in national laws or practices;Important professional technical terms;Nouns and terms that appear many times in the contract and need to be simplified.It shall be noted that the terms and expressions defined below shall have safe and consistent meanings when appearing in each clause of the same contract.
(6) The content and scope of technology transfer.This is the core part of the whole contract and the basis for confirming the rights and obligations of both parties.It mainly stipulates: specific technical name, specifications, required performance and technical indicators;The mode of transfer (including the scope and content of contract product design data and production technology data), the responsibilities and obligations of the supplier in technical training and technical services, the specific number and mode of training, the scope and treatment conditions of technical services, the target to be achieved, and the regions where the recipient can use the technology to manufacture, sell and export licensed products;Use of trademarksMethods, etc.
(7) Exchange of technological improvements and developments.During the term of the contract, both parties may make some new improvements or developments to the originally transferred technology.In general, the ownership of the improved and developed technology shall belong to the party making the improvement and development.Both parties shall undertake the obligation to continuously exchange such improved and developed technologies.The exchange method for such improved or developed technology shall be clearly specified in the contract.The terms that stipulate the licensor to provide the licensee with improved and developed technology are generally referred to as "continue to providetechnical assistanceThe term "refers to the term that the licensee provides the licensor with the technology improvement and development as the principle of mutual benefit and consistent exchange period.".
(8) Delivery of technical documents.This clause includes the time, place and method of delivery of technical documents, requirements for packaging of technical documents, remedies for the shortage of technical documents, and the use of words and technical parameters in technical documentsMeasuring System And so on.
(9) Technical price and payment.The technology price refers to the monetary performance of the technology royalty that the technology recipient is willing to pay and the supplier can accept in order to obtain the technology use right.Different from the pricing of tangible goods, technology pricing is a complex problem, and its height depends on a variety of graphic elements, mainly the supplier's advance payment for completing the exchangeDirect costs；The expected profit of the supplier;The life cycle of technology and the cycle phase of technology;The quantity of technical services provided and sold by the supplier;Purpose and scope of technology use;The degree of authorization of the supplier to the recipient, the guarantee of the supplier to the technology and the recipient's acceptance ability;Technology supply and demand;Economic benefits of technology;The political environment of the recipient country and the protection of property rights
The payment method of technology price is also different from that of tangible goods. There are three common methods: firstlump sum payment。That is to say, the fees for technology use, technical materials and technical services shall be calculated and summed up at one time, and the total amount shall be paid at one time or by installments.The second is royalty payment.That is, after the technology is implementedcontractual productA certain proportion of the output or sales volume or profit obtained shall be withdrawn as the technical price for payment.ThirdEntry fee plus royalty payment。That is, whenEffectiveness of contractOr after receiving the technical data, the recipient shall pay an agreed amount first, and then the royalty fee year by year.
(10) Warranty.This clause is mainly for protecting the interests of the licensee and strengthening the liability of the licensor.It includes two contents: right guarantee and technical guarantee.Right guarantee mainly means that the licensor shall guarantee that it is the legal owner of the transferred technology and has the right toTechnology transferSuch transfer does not infringe the rights of any third party within the territory specified in the contract.Technical assurance refers to the supplier's assurance that the technology provided by the supplier is safe and practical and can produce qualifiedcontractual product。In the warranty clause, it mainly specifies the content of technical warranty.The guarantee of rights is mainlywhereas clause, infringement, etc
To specify.
(11) Other terms.In addition to the above,License contractThere are also "claims, force majeure, taxesApplication of lawAnd dispute settlement, contract term, text and signature, contract annex and other terms and contents.These contents are similar to and slightly different from general commodity sales contracts, so I will not repeat them.
The special terms of various license contracts are based onObject of contractProvisions required by specific characteristics.
Patent licenseThe special terms of the contract include patent terms, patent keep valid terms, etc.
Patent terms.This clause shall specify the legal status of the transferred patented technology, and list the patent number, patent application country, application time and validity period.If it is a patent being applied for, the contract shall specify how the rights and obligations of both parties will change with the application result in the future, etc.Patent retention clause.Most countries stipulate that,PatenteeMust be paid annuallyAnnual feeTo maintain the validity of patent rights.Therefore, the contract should generally stipulate that the licensor is obliged to pay an annual fee in accordance with the law to maintain the validity of the transferred patent;If the patent is invalid due to failure to pay the annual fee, the contract will be terminated accordingly.stayPatent licenseThe contract shall also include provisionsPatent markThe use, infringement and treatment clauses of the.
The special terms of the trademark license contract mainly include: the content and characteristics of the trademark, the legality and validity of the trademark;The form in which the recipient uses the trademark;yesTrademark logoManagement;aboutProduct quality supervisionRights, etc.
Proprietary Technology License ContractSpecial terms ofConfidentiality AgreementConfidentiality and assessment and acceptance terms.The initial confidentiality agreement is mainly in progressTechnical negotiationThis is the confidentiality agreement reached by both parties, which guarantees that in the event that the technology trade contract is not reached, the recipient is obliged to, within a certain period of timeTechnical secretBe confidential.Confidentiality clause refers to the provisions on confidentiality responsibilities and measures in the contract between the two parties.
Assessment and acceptance terms.The "delivery" process of technology trade is actually a process in which the supplier transfers and imparts technical knowledge, experience and skills to the recipient.In addition to the handover of technical data, more importantly, it is to "deliver" to the recipient in the form of words and deeds.Is the delivery completed?Whether the delivered "goods" meet the contract requirements?These problems can only be assessed in technology tradecontractual productTo solve the problem.Therefore, the following main contents must be specified in the terms of assessment and acceptance: the product model, specification and quantity of assessment and acceptance, the content, standard, method and frequency of assessment and acceptance, the place and time of assessment and acceptance, the provision of key special test instruments and equipment, the arrangement and responsibility of the personnel participating in the assessment and acceptance of both parties, the burden of assessment costs, and the handling of assessment results,Responsibility attribution of unqualified assessment, economic and legal responsibility attribution, etc.
2、 Technical service and information desk are the same
Technical service and consultation are also a common way of technology trade in the practice of international technology trade. Because their content, scope and form are quite extensive, the contents of their contracts are also different.But generally speaking, technical service and consulting contracts mainly include the following aspects.
(1) The subject matter of the contract.It mainly specifies the name of the contract project, the service content and the final problems to be solved or the technical requirements to be met.
(2) Service requirements and forms.In this clause, the number, grade, qualification, work progress, work place and treatment conditions of the technical personnel dispatched by the service party, the number, qualification, training time, place, method and treatment conditions of the trainees of the client, the time, place and method of providing data or reports by the service party, and the time limit for completing the technical services and consulting shall be specified.
(3) Responsibilities of both parties.The entrusting party shall truthfully introduce the situation to facilitate the service party's field visit;Pay for technical services as requiredConsulting fee；Accept the work achievements of the other party on time.The service provider shall try its best to serve the other party;Timely report;Timely answer the questions raised by the other party;Keep secrets for each other, etc.
(4) Acceptance and handling of the consultation report.In case of consulting services, the service provider shall provide the consulting report within a certain time after the expiration of the period of the consulting report. Both parties shall hold a defense meeting, and the service provider shall answer the questions or queries raised by the client.If data errors or other problems are found in the report, the deadline for correction shall be specified and the deadline for acceptance report shall be determined.
(5) Other terms.Pricing and payment of other technical services and consultation;Breach of contract and its handling;About engineering design, product development, etcTechnical Service ContractThe guarantee and guarantee of shall be specified in the contract.[3]
