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English to Chinese: English-to-Chinese bidding documents
Source text - English 3.0 DEFINITIONS
"Applicable Law" means all relevant laws in force and effect as of the date hereof and which may be promulgated or brought into force and effect hereinafter in India, including judgment, decrees, injunctions, Writs or orders of court, as may be in force and effect during the subsistence of this Tender Document.
"Bid Document" shall mean the document submitted by the Bidder, pursuant to understanding and agreeing with the terms and conditions set out in this Tender Document.
"Contract" shall mean the agreement to be entered into between NSP and the successful Bidder.
"Data" shall mean the information in relation to the NSP made available to the Bidder for the project.
"Intellectual Property Rights" shall means patent, copyrights, designs, trade secrets, trademarks or service marks (whether or not registered), rights in inventions and confidential information, database rights or other similar rights in any country and any applications for registration of any of the foregoing, to the extent the party in question is entitled to grant licenses there under and other intellectual property rights associated with any ideas, concepts, techniques, processes, products, works of authorship discoveries and/or technical or business innovations developed, conceived or created by the Bidder and/or NSP, solely or jointly with others, during the course of performing under this Tender Document and/or the Contract.
"Project" shall mean the Planning, Designing, RFP drafting, vendor selection, Procurement procedure support, monitoring of the execution, implementation and life time running of the project in accordance with the procedures, specifications and timelines set out in the Contract and Tender Document.
"Project Schedule" shall mean the schedule submitted by the Bidder together with the Statement of Work.
"RFP" shall mean Request for Proposal.
"Statement of Work" shall mean the work order issued by the Municipal Commissioner of the NSP or by his authorized officer, pursuant to which the Bidder shall commence the Project.
"Tender Document" shall mean this tender Document and shall include introduction, Invitation for Bids, Instruction to bidder, scope of work, terms and conditions, Schedules, Annexure or addendum hereto, as may be amended from time to time.
Translation - English Contract of Technology Development (Commission)
Contract of Technology Development (Commission)
Whereas Party A of the Contract commissions Party B to conduct the research and develop project of and pays the fund and reimbursement for the research & development, and whereas Party B is willing to receive the commission of the research & development, both parties agreed pursuant to the Contract Law of the People’s Republic of China, after an equal consultation, upon the following agreement on the basis of truly and fully representing the intentions of both parties.
Article 1 Requirements on the research & development project under the Contract are as below:
1. Technological objective:
2. Technological contents:
3. Technological methods and routes:
Article 2 Party B shall submit a research & development plan to Party A within sixty (60) days from the effective date of the Contract. Such plan shall include the following contents:
1. Verification of chip specifications
2. Verification of chip research & development schedule
3. Verification of integral solution proposal
4. Verification of integral solution schedule
Article 3 Party B shall complete the research & development according to the following schedule:
Article 4 Party A shall provide to Party B with the following technical material and cooperation:
1. List of technical material: NA
2. Provision time and method: NA
3. Other cooperation items: NA. Any items otherwise agreed upon by both parties, if any, shall be confirmed in writing separately.
Upon termination of the Contract, the aforesaid technical material shall be disposed by the method of: NA
Article 5 Party A shall pay the research & development fund and reimbursement according to the following payment terms and methods:
1. Estimate research & development fund:
Such estimate research & development fund shall be reconciled based on all the research & development costs having actually occurred during the contract implementation.
2. The research & development fund shall be paid by Party A by installment (one-off, installment or percentage) to Party B. The specific payment method and payment time shall be agreed upon separately by both parties.
Article 6 Research & development fund under the Contract is used by Party B at its discretion and such fund shall cover all costs of Party B for the research & development.
Article 7 Any change of the Contract, if any, shall be agreed upon and confirmed in writing by both parties.
Article 8 Party B shall not partially or fully transfer the research or development work under the Contract to any third party without prior consent of Party A, except for any of the following cases that Party B may transfer part or all of the research or development work under the Contract to a third party:
The specific contents of the research or development work that Party B may transfer include: NA
Article 9 Confidential obligations of both parties under the Contract:
Confidential obligations of Party A:
1. Confidential contents (including technological information and operation information): data, information, technique, methods, material, and patents, patent rights, copyrights, business secretes and other intellectual property rights provided by Party B and related to the implementation of the Contract. Such confidential contents may be provided in writing or otherwise.
2. Secret-related personnel: all employees, consultants and other related personnel of Party A and Party A’s subsidiary companies
3. Confidential term: five years since the termination of the Contract, unless otherwise agreed upon by both parties.
Confidential obligations of Party B:
1. Confidential contents (including technological information and operation information): technologies and information under the original ownership of Party A in association with its implementation of obligations under the Contract.
2. Secret-related personnel: all project superintendents and related personnel of Party B.
3. Confidential term: five years since the termination of the Contract.
Article 10 Party B shall deliver the research & development achievement to Party A by the following methods:
1. Research & development delivery method and quantities to be delivered: delivery according to the requirements on the schedule and contents specified in Article 3 of the Contract.
2. Research & development delivery time and place: delivery according to the requirements on the schedule and contents specified in Article 3 of the Contract. The delivery place is, in principle, at the place of Party B, unless otherwise agreed upon by both parties.
Article 11 Both parties agree that the research & development achievements of Party B shall be examined and accepted by the following criteria and methods:
a) final confirmation and acceptance according to the criteria agreed upon in writing by both parties.
b) final confirmation and acceptance according to the international standards applicable to the system solution
Article 12 Party B shall guarantee its research & development achievements delivered to Party A do not infringe any legal rights or interests of any third party. In case of any accuse of technological infringement by a third party against Party A, Party B shall, at the request of Party A, bear the related responsibilities, including but not limited to responding to civil actions, compensating the loss and bearing the related costs and taking the compensation obligations.
Article 13 Both parties agree that the ownership of the research & development achievements and intelligent property rights associated to the implementation of the Contract shall be identified by the following Method 1.
1. Party A (Party A, Party B, Both parties) shall own the right of patent application.
Use of the patent right or rights and the related benefit distribution after obtaining the patent right or rights: Party A shall exclusively own the complete intelligent property rights of the research achievements and related products, and shall have the right to make the decisions at its discretion about such as the patent application and the specific implementation plan.
2. The aforesaid ownership is identified as a technological secret. The ownership of the related use and transfer rights and the benefits thereof shall be identified as agreed upon below:
(1) Use right of technological right: NA
(2) Transfer right of technological right: NA
(3) Distribution method of related benefits: NA
Both parties agree that the ownership of the intelligent property rights associated to the Contract shall be owned by: NA
Article 14 Party B shall not transfer the research & development achievements to any third party without prior authorization of Party A.
Article 15 The research & development individuals of Party B and/or other subsidiary company of Party A, who have completed the Contract project shall have the right to be named as such in the documents related to the technological achievement and the right to receive certificates of honor and awards.
Article 16 Devices, equipment, material and other properties related to the research & development and purchased with the research & development expenditure shall be owned by / (Party A, Party B, Both parties).
Article 17 Both parties agree that Party B shall, at request of Party A, provide technical direction and training to the personnel appointed by Party A after delivery of the research & development achievements to party A or provide technical services related to the research & development achievements.
1. Contents of technical services and direction: to be agreed upon separately by both parties as required.
2. Place and method: NA
3. Cost and payment term: NA
Article 18 Both parties agree that any party violates the Contract and causes a standstill, delay or failure in the research & development work, such party shall be liable for the breach of contract as below:
In case of Party B’s breach of Article 3 hereof, Party B shall repay all the payments made to Party A. (calculation method of penalty or compensation for loss).
Article 19 Both parties agree that Party A has the right to use the research & development achievements provided by Party A under the Contract for subsequent improvement. Any new technological achievements with substantial or creative characteristics of technological improvement thereof and their rights shall be owned by Party A (Party A, Party B, both parties). The specific benefit distribution method is: rights associated to the improvement achievements are distributed as agreed upon separately by both parties, if required.
Party B has the right to use the research & development achievements for subsequent improvement upon completion of the research & development according to requirements of the Contract. Any new technological achievements with substantial or creative characteristics of technological improvement thereof and their rights shall be owned by Party A (Party A, Party B, both parties) and Party A shall authorize Party B to use the same for free. The specific benefit distribution method is: rights associated to the improvement achievements are distributed as agreed upon separately by both parties, if required.
Article 20 In case of changing the contact person of any party, such party shall inform the other party of such change in writing. If the party changes the contact person fails to inform the other party which impacts on the contract implementation or causes any loss, such party shall bear related responsibility.
Article 21 Both parties agree that any party may inform the other party of termination of the Contract in case of the following condition resulting in the unnecessary or impossibility of the contract implementation:
force majeure event which is beyond the control of one party hereof.
Article 22 Any dispute arising from or in connection with the Contract shall be settled through friendly negotiation.
Article 23 Both parties acknowledge that nouns and technical terms referred to in the Contract and related appendixes shall be defined as below:
Article 24 The following technical documents applicable to the implementation of the Contract shall be a part of the Contract after confirmation by both parties in the form of appendix or other writing forms:
Material of technical background: NA
Article 25 Other related items agreed upon by both parties: NA
Article 26 The Contract shall be in six (6) copies with equal legal effect.
Article 27 The Contract shall come into force as of the date when it is signed and sealed by both parties.