Tech Transfer Agreement Template for United States

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Key Requirements PROMPT example:

Tech Transfer Agreement

"I need a Tech Transfer Agreement to license our proprietary AI software technology to a manufacturing company in Germany, including provisions for technical support and training, with completion targeted for March 2025."

Document background
Tech Transfer Agreements are essential instruments used when organizations need to formally transfer or license technology, intellectual property, or technical knowledge to another entity. These agreements, governed by U.S. federal and state laws, are particularly crucial in research commercialization, industry-academic partnerships, and cross-border technology transactions. A Tech Transfer Agreement typically includes detailed provisions about the technology being transferred, scope of rights, payment terms, confidentiality obligations, and implementation requirements. It's particularly important when dealing with federally funded research or when compliance with export control regulations is necessary.
Suggested Sections

1. Parties: Identification of transferor and transferee with full legal details

2. Background: Context of the technology transfer and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Technology Description: Detailed description of technology being transferred

5. License Grant: Scope and nature of rights being transferred

6. Payment Terms: Financial considerations including royalties and payment schedule

7. Confidentiality: Protection of confidential information exchanged

8. Term and Termination: Duration of agreement and conditions for termination

9. Representations and Warranties: Statements of fact and promises made by each party

10. Governing Law: Applicable law and jurisdiction

Optional Sections

1. Field Restrictions: Limitations on use of technology in specific fields or industries

2. Export Controls: Compliance with export regulations and restrictions

3. Improvement Rights: Rights and obligations regarding technological improvements

4. Quality Control: Standards and requirements for technology implementation

5. Training and Support: Terms for technical assistance and knowledge transfer

Suggested Schedules

1. Schedule A - Technical Documentation: Detailed technical specifications and documentation of the technology

2. Schedule B - Patent Schedule: List of patents and patent applications being transferred or licensed

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

4. Schedule D - Training Schedule: Timeline and scope of training and support services

5. Schedule E - Compliance Requirements: Regulatory and industry-specific compliance requirements

Authors

Alex Denne

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

Clauses
Industries

Bayh-Dole Act: Federal law governing intellectual property arising from federal government-funded research, particularly important for university and research institution tech transfers

Federal Technology Transfer Act (FTTA): Enables federal laboratories to enter into cooperative research and development agreements (CRADAs) with private sector entities and transfer technology

U.S. Patent Laws: Title 35 of U.S. Code governing patent rights, protection, and enforcement essential for tech transfer agreements

Copyright Act: Federal law protecting original works of authorship, including software and technical documentation

Trade Secrets Act: Federal and state laws protecting confidential business information that provides competitive advantage

Export Administration Regulations (EAR): Controls the export and transfer of commercial and dual-use technologies and technical data

International Traffic in Arms Regulations (ITAR): Controls the export and transfer of defense-related technologies and technical data

Antitrust Laws: Sherman Act, Clayton Act, and FTC Act governing competition and monopoly concerns in technology licensing

FDA Regulations: Regulations governing medical and biotechnology transfers, including compliance requirements for medical devices and pharmaceuticals

HIPAA: Healthcare privacy law affecting medical technology transfers and healthcare-related software

State Contract Laws: State-specific requirements for contract formation, enforcement, and interpretation

International Trade Agreements: WTO agreements, TRIPS, and bilateral treaties affecting international technology transfers

Data Protection Laws: GDPR and state-specific data protection requirements affecting technology with data processing capabilities

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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