Technology transferring negotiation

一、翻译（20个，25分）1、correspondent bank 代理银行2、clean collection 光票托收3、commitment fee 承诺费4、letter of credit 信用证5、letter of guarantee 担保书、银行保函6、single factoring 单个保理7、Financial documents 金融单据8、reimbursement of remittance cover 汇款的偿付9、Accommodating draft 融通汇票10、expiry date 到期日11、Certificate of origin 原产地证书12、bill of lading 提单13、Promissory note 本票14、insurance policy 保险单，大保单15、Commercial check 商业支票16、Credit is available for acceptance of your drafts at 90 days sight drawn on us本信用证可以凭你方对我方开立的90天即期汇票承兑17、Beneficiary's drafts is negotiable at sight by the negotiating bank .受益人的汇票可由议付行见票即付18、Usance draft to be negotiated at sight basis远期汇票可即期议付19、Although drafts are drawn at 90 days sight ,they will receive payment at sight upon presentation of document in full compliance with l/c terms90天远期汇票与信用证条款完全相符的可以即期付款20、Drawings against this credit are authorized only up to 97% of this face amount of the invoice submitted该信用证汇票金额应为所提交发票面值的97%一、单选（50个，25分）1、在其他条件相同的前提下，（ C ）的远期汇票对收款人最为有利A．出票后60天付款B．见票后60天付款C.提单日后60天付款D．货物抵达目的港后60天【远期汇票（usance bill/draft）收款人(payee) 提单（bill of lading）】2、UCP600前提下，信用证未标明是否可撤销，应视为（不可撤销）一份信用证如果未注明是否可以撤销，则是（ B ）A．可以撤销的B．不可撤销的C．由开证行说了算D．由申请人说了算【可撤销（revocable）不可撤销（irrevocable）信用证（letter of credit L/C）】3、信用证不符点的修改开证行同意接受申请人的放弃……30天……我方承兑……选E某承兑信用证（遵循UCP600）以开证行为承兑行，期限为见单后30天付款。

11. Agreement must be reached between the bottom-line targets of both sides.12. Negotiation is a process of mutual compromise.13. Impasses in the negotiations should be handled immediately, without any delay.14.We should avoid body language in the negotiations because it can also convey some information.15. If a contract or part of a contract has not yet been performed, its performance shall be terminated after it has been rescinded.三、multiple choice:（1分/小题×10小题=10分）1．1.Which one is not the content of equal and voluntary participation?A.all parties should be equalB.veto power embodies equalityC.goals embodies equalityD.voluntary agreement embodies equality2.What’s the mother of success in business negotiation?A.the good groundB.the compromise of the negotiationC.the commen goalD. Win-win3.Which one isn’t the preparation of the negotiating environment when we hold a negotiation?A. the weather conditionsB.the sitesC.arrangement of the seatsD.the media4. What is the meaning of “fatigning tactics”?A、不开先例B、体会C、以退为进D、疲劳战术5._____means that at the beginning of the negotiation, we do not answer some key questions raised by the other party definitely or directly, but try to avoid or reserve the information too much or too soon.A.evasive openingB. resonant openingC.frank openingD. offensive opening6. ___is realatively explicit and formal.A.oral quotationB.written quotationC. Intermediaries quotationD. prompt quotation7. ----Can you give me a discount?---- I know you care about this isssouue,but please trust me,the ratio of the commmission is bound to satisfied you! However,before I answer this question ,may we verify the means of delivery and the requirments for the delivery date?Which method was used in above conversation（）A、limiting approachB、equivocal （模棱两可的）approachC、refusal approachD、transferring approach （转换话题）8. Which is not the principles of International Business negotiation ? （）A、Credibility firstB、Speak on good groundsC、Collecting informationD、Mutual reciprocity and mutual benefit9."As you have said just now, you should bear the responsibility of breach of contract, right or not? Questions of this type of business negotiations are ( )A. proof of questioning B probing questionsC. emphasizes questioningD.Heuristic question10. The core of the business negotiation is ( ).A. PriceB. MarketC. TechnologyD. Service四、Answer the following questions（5分/小题×5小题=25分）1. Briefly describe the preparation of a business negotiation.2. what are the five strategic approaches in negotiation?3. What are the game principles of international business negotiation?4. Describe the opening strategies?5.What factors should be considered when deciding the size of a negotiation team?五、Translation:( 4分/小题×6小题=24分)1. Only under the game principle of equal and voluntary participation will no party be able to act against the other party’s will and force his own will onto others.2．Negotiation opening refers to the behavior of greeting , introducing , stating one’s positions , and exploring the counterpart’s intention or position , in order to influence and manipulate the process of negotiation so that they can pave the way to an advantageous position in the negotiation.3．Quoting strategies in international business negotiation include being explicit and specific , being decisive and resolute , offering no explanation , using differentiation , using psychological pricing and using midway price changes.4．在谈判中，一方可能故意更改话题，列举次要矛盾，来把对手的注意力从主要矛盾上转移。

In the intricate tapestry of international relations, negotiations between nations are a delicate art, requiring not only a deep understanding of the political and economic landscape but also a mastery of communication and diplomacy. The negotiations between the United States and China, two of the worlds largest economies, exemplify this art form in its highest form.The U.S. and China have a history of complex interactions, marked by both cooperation and competition. Their negotiations are not just about trade deals or political agreements they are about shaping the future of global governance and economic development. The stakes are high, and the intricacies of these negotiations are a testament to the delicate balance of power and influence in the international arena.One of the most significant aspects of these negotiations is the cultural understanding that underpins them. The Chinese approach to negotiation is steeped in a tradition of patience and subtlety, often preferring to take a longterm view of agreements. This contrasts with the more direct and immediate approach often seen in American negotiations. Understanding these cultural nuances is crucial for both sides to navigate the negotiation process effectively.A case in point is the trade war that has been a focal point of U.S.China relations in recent years. The titfortat tariffs and countermeasures have been a clear demonstration of the high stakes involved. Yet, behind the scenes, the negotiations have been a dance of diplomacy, with both sides seeking to protect their interests while also recognizing the need forcooperation.For instance, in 2019, a phase one trade deal was reached after months of intense negotiations. This deal was a significant step towards easing tensions, but it also highlighted the complexity of the issues at hand. The deal addressed intellectual property rights, technology transfer, and agricultural purchases, among other things. It was a testament to the ability of both nations to find common ground amidst their differences.Moreover, the negotiations between the U.S. and China are not just about resolving immediate conflicts. They are also about setting the stage for future cooperation. Climate change, for example, is an area where both nations have a vested interest in working together. The Paris Agreement and other international efforts to combat climate change require the commitment of both the U.S. and China, given their significant contributions to global emissions.The negotiations between these two superpowers also serve as a lesson for other nations. They demonstrate the importance of diplomacy and the need for a nuanced approach to international relations. The ability to communicate effectively, to understand the perspectives of the other side, and to find areas of common interest is crucial in todays interconnected world.In conclusion, the negotiations between the United States and China are a microcosm of the broader dynamics of international relations. They require a deep understanding of the cultural, political, and economic factors atplay. The success of these negotiations not only impacts the two nations involved but also has farreaching implications for the global community. As the world continues to grapple with the challenges of the 21st century, the art of negotiation between these two giants will undoubtedly play a pivotal role in shaping our collective future.。

LICENSE CONTRACT OF TECHNOLOGYFOR THEMANUFACTURING OF _________Date of signing : _________,_________Place of signing : Beijing. ChinaContract No.: ______In accordance with Bid No. ______under the I.B.R.D. Loan No. ______, International Tendering Company of China National Technical Import and Export Corporation, Beijing PRC(hereinafter referred to as the “Licensee”) on the one hand, and ______Company, Germany (hereinafter referred to as the “Licensor”) on the other hand，Whereas the Licensor has the technical know- how for design, manufacture, assembly, installation, test, inspection, adjustment, operation, maintenance, management and sale of Railway______ as required by Licensee;Whereas the Licensor has the right and agrees to transfer the above –mentioned technical know – how to the Licensee for the manufacture of Railway ______product;Whereas the Licensee agrees to introduce the Licensor’s technical know-how for design, manufacture, maintenance, sale and export of the Railway______ product;Wh ereas the Licensee agrees to introduce the Licensor’s technical know-how for design, manufacture, maintenance, sale and export of the Railway ______ product;Whereas the Licensor agrees to supply to the Licensee and the Licensee agrees to obtain from the Licensor a certain amount of parts and components for the assembling and manufacturing of the Railway______ product under other contract.The authorized representatives of both parties, through friendly negotiations, have agreed to enter into the Contract under the terms and conditions as stipulated below;ARTICLE 1 DEFINITIONS1.1 “The Licensee” means International Tendering Company of China National Technical Import and Export Corporation, Beijing, P.R.C.1.2 “The Licensor” means _____Company, Germany.1.3 “The Contract” means the agreement entered between the Licensee and the Licensor, as recorded in the Contract signed by both parties including all annexes, attachments and appendices thereto and all documents incorporated by reference therein.1.4 “The contract Price” means the price payable to the Licensor by the Licensee under the Contract for the full and proper performance of its contractual obligations.1.5 “The Contract Products” means all the products with the models and specifications and performances which are manufactured by the technology transferred by the Licensor to the Licensee as stipulated in Annex 2 to the Contract.1.6 “The Contract Factory” means the place where the Licensee manufactures the Contract Products by using the Technology supplied by the Licensor, That is Beijing _____ factory.1.7 “The Technical Documentation and Software” means all the documents to be supplied to the Licensee by the Licensor as stipulated in Annex III of the Contract, It consists of the followings:A. All the technical indices, drawings, design, technical documents and software relating to the design, manufacture, calculation, assembly, installation, test, managements, inspection, adjustment, operation, maintenance, acceptance test and sale of the Contract Products;B. All the technical indices, drawings, design, technical documents and software relating to the inspection, installation. Commissioning, testing, acceptance, operation and maintenance of the Contract Equipment;C. All the technical indices, drawings, technical documents and software relating to the inspection, testing, adjustment, assembly and maintenance of the SKD/CKD Parts.1.8 “The Technical Service” means the technical assistance, supervision, instruction, training and other services under the contract to be rendered by the Licensor to the Licensee as stipulated in Annex VI and Annex_VII_ to the Contract.1.9 “SINOT RANS” means China National Foreign Trade Transportation Corporation, which is the appointed agent of the Licensee for receipt of the Technical Documentation and Software, the Contract Equipment and the Parts at the ports of destination:A. Xingang seaport:SINOTRANS, TANGGU BRANCH44 Xingang Road, Tanggu, Tianjin, 300400, China Telex: 23187 TGFTT CN, FAX:022 984757B. Beijing Airport:SINOTRANS, Beijing Air Freight Co.Anjialou Liangmaqiao Road, Beijing, 100621, China Telex: 210205 AIRFT CN 1.10 “PRC” means the People’s Republic of China.1.11 “FRG” means Federal Republic of Germany1.12 “The World Bank” means the International Bank for reconstruction and Development (I.B.R.D.) and International Development Association.ARTICLE 2 OBJECT OF THE CONTRACT2.1 The licensor has agreed to transfer to the Licensee and the Licensee has agreed to obtain from the Licensor the technical know-how for the design, manufacture, assembly, installation, test, inspection, adjustment, operation and maintenance and management of the Contract Products. The name, model, specifications and technical indices of the Contract Products are detailed in Annex _II_ to the Contract.2.2 The Licensor has agreed to grant the Licensee the license and right to design,manufacture, use, sell in PRC the Contract Products and export the Contract Products. The license and right are non-exclusive and non-transferable.2.3 The Licensor has agreed to provide the licensee with the Technical Documentation and Software related to the Contract Products. The contents, copies and time of delivery of the Technical Documentation and Software are detailed in Annex V and AnnexVI to the Contract.2.4 The Licensor has agreed to dispatch his technical personnel to the Contract Factory, for Technical Services. The specific contents and requirements for the Technical Services are detailed in Annex IX to the Contract.2.5 The Licensor has agreed to give the Licensee’s personnel technical training in Licensor’s factories and at the Contract factory, to ensure that the Licensee’s technical personnel; shall master the above technical know – know transferred to the Licensee. The specific contents and requirements of technical training are detailed in Annex X to the Contract.2.6 The Licensor has agreed, upon the request of the Licensee for a period of 10 (ten) years after the date of validity of the Contract, to supply the Licensee at the most favorable price with the parts, components, raw materials and accessories which are necessary for manufacturing the contract Products under a separate contract to be signed in due time.2.7 The Licensor has agreed, upon the request of the Licensee for a period of 10 (ten) years after the date of validity of the Contract, to supply the Licensee at the most favorable price with equipment and software which are made or developed by the Licensor and are necessary for manufacturing the Contract software which are made or developed by the third party and are necessary for manufacturing the Contract Products.2.8 The Licensor has agreed to grant the Licensee the license and right to use, on the contract Products manufactured by the contract Factory, the word “ Made in China under license of “followed by Name of the Licensor, at the option of the Licensee, provided the Contract Products can meet the technical and quality requirement as specified in Annex II of the Contract.ARTICLE 3 CONTRACT PRICE3.1 The total Contract price, which is based on the contents and scope stipulated in Article 2 to the Contract and the Licensor’s fulfillment of his obligations under the Contract, shall be _____ DEM, (SAY: _____ DEUTSCH MARK ONLY) details as follows:3.1.1 Price for Technical Know-how: _____ DEM (SAY: _____ DEUTSCH MARK ONLY). The breakdown prices of the technical know-how are as follows:A. Technology transfer fee is:B. Technical documentation and software fee (CIP Beijing Port) is _____ DEM (SAY: _____ DEUTSCH MARK ONLY).C. Personnel training fee is _____ DEM (SAY: _____ DEUTSCH MARK ONLY).D. Technical service fee is _____ DEM (SAY: _____ DEUTSCH MARK ONLY).3.2 The above-mentioned total Contract Price shall be firm and fixed price for the Licensor’s obligation under the contract including all expenses incurred for delivery of the Technical Documentation and Software CIF Beijing Airport, China.ARTICLE 4 TERMS OF PAYMENT4.1 All the payment stipulated in the Contract shall be effected in DEUTSCH MARK (DEM) through an irrevocable letter of credit partial shipment allowed under the I.B.R.D. Loan No. _____ for the price for the Technical Know-how, obtained from the World Bank opened in favor of the Licensor.4.2 The Licensee shall within thirty (30) working days after effectiveness of the Contract, open an irrevocable letter of credit by the Bank of China, Beijing in favor of the Licensor, in a bank in his country nominated by the Licensor and accepted by the Licensor, for and amount equivalent to the total Contract price, the letter of credit shall permit payments as stipulated in Article 4.3.4.3 Payment for the Price for the Technical Know-how4.3.1 10% (ten percent) of the total price for the technical know-how under Article3, namely _____ DEM (SAY: _____DEUTSCH MARK ONLY) shall be paid after the Licensor has presented the following documents provided they are in conformity with the stipulations of the Contract.A. One Photostat copy of valid export license issued by the relevant authorities of the Licensor’s of Licensor’s subcontractor’s country, or one copy of the letter issued by the relevant authority of the Licensor’s country starting that the valid expor t license is not required.B. One original and one copy of the irrevocable letter of guarantee issued by the Licensor’s Bank for a sum of 10% of the total price of for the technical know- how in favor of the Licensee, The specimen of the letter of guarantee is detailed in Annex XII to the contract.C. Four copies of the proformal invoice covering the total price for the technical know-howD. Two copies of the sight draft to be drawn on the Licensee to the Bank of China, Beijing.E. Four copies of commercial invoice.The above- mentioned documents shall be presented not earlier than 30 days after effectiveness of the Contract.4.3.2 25% (twenty five percent) of the total price for the technical know-how under Article 3, namely _____ DEM (SAY: _____DEUTSCH MARK ONLY) shall be paid after the Licensor has delivered the first batch of the technical Documentation/ Software as stipulated in Annex VI to the Cntract and against presentation of the following documents provided they are in conformity with the stipulations of the Contract:A. Five copies of the commercial invoice.B. Two copies of the sight draft to be drawn on the Licensee to the Bank of China, Beijing.C. Five copies of the airway bill for the first batch of the technical Documentation and/or software.D. Five copies of the packing list for the first batch of the Technical Documentationand/or Software.E. Two copies of the letter issued by the Licensee confirming that the Licensor has delivered to the Licensee the first batch of Technical Documentation and/or Software as stipulated in Annex _____and Annex _____4.3.3 50% (fifty percent) of the total price for the technical know-how under Article 3, namely _____ DEM (SAY: _____ DEUTSCH MARK ONLY) shall be paid after the Licensor has delivered the last batch of the Technical Documentation/Software as stipulated in Annex _____ to the Contract and against presentation of the following documents provided they are in conformity with the stipulations of the contract:A. Four copies of the commercial invoice.B. Two copies of the sight draft to be drawn on the Licensee to the Bank of China, Beijing.C. Five copies of the packing list for delivering the last batch of the technical Documentation and/or Software.D. Five copies of the packing list for delivering the last batch of the Technical Documentation and/or Software.E. Two copies of the letter issued by the Licensee confirming that the Licensor has delivered to the Licensee all Technical Documentations as stipulated in Annex _____ 4.3.4 15% (fifty percent) of the total price for the technical know-how under Article 3, namely _____ DEM (SAY: _____ DEUTSCH MARK ONLY) shall be paid after acceptance of the Contract Products by the Licensee and against presentation of the following documents provided they are in conformity with the stipulations of the Contract:A. Four copies of the commercial invoice.B. Two copies of the sight draft to be drawn on the Licensee to the Bank of China, Beijing.C. Two copies of the Acceptance Certificate for the Contract Products signed by the both Parties.4.4 The License shall have the right to deduct from the performance Bond orrelevant payment under negotiation the penalties in form of liquidate damages, which Licensor shall pay in accordance with the stipulations of the Contract.4.5 The banking charges incurred in the P.R.C. shall be borne by the Licensee and those incurred outside the P.R.C. shall be borne by the Licensor. The Licensor shall bear all interest charge in case they occur in the negotiation of the payment, unless these interest charges have been occurred by reasons of default by the Licensee.ARTICLE 5 DELIVERY OF THE TECHNICAL DOCUMENTATION ANDSOFTWARE5.1 The Licensor shall deliver to the Licensee the Technical Documentation and Software at Beijing Airport in accordance with the contents, copies and time stipulated in Annex _____ to the Contract. The risk of the Technical Documentation shall be transferred from the Licensor to the Licensee after its arrival at Beijing Airport, China.5.2 The data stamped by Beijing Airport, China shall be the actual date of delivery the Technical Documentation and Software.5.3 The Licensor shall, within two (2) working days, after dispatching each batch of the Technical Documentation and/or Software, inform the Licensee and Contract Factory by telex or fax of the Contract number, number of parcels, weight, flight and expected arrival date. At the same time, the Licensor shall airmail to the Licensee and the Contract Factory each two copies of the airway bill and the detailed list of the Technical Documentation/Software.5.4 In case of any loss, damages or shortage caused to the Technical Documentation and Software during the transportation, the Licensor shall make supplementary or replaceable delivery to the Licensee within 45 (forty-five) days after receiving the Licensee’s written notice without any charges.5.5 The Technical Documentation and Software shall be packed in strong cases suitable for long distance transportation and numerous handling with protective measures against moisture and rain.5.6 The following contents shall be marked on the cover of each package of theTechnical Documentation and Software with indelible paint in conspicuous English printed words:A. Contract No.: _____.B. Consignee: International Tendering Company of China National Technical Import and Export CorporationC. Consignee code: _____.D. Destination Airport: Beijing Airport.E. Shipping Mark: _____.F. Gross/Net Weight (kg): _____G. Item No./Case No.: ______H. Dimension (L x W x H in CM): ______5.7 In side of each package of the Technical Documentation and software, there shall be two copies of the detailed list to identify each part.5.8 For the delivery of the Technical Documentation and Software, partial shipment is allowed. Transshipment is not allowed.5.9 The Technical Documentation and Software shall be carried flight belonging to the member countries of the World Bank and Switzerland.5.10 The Licensor shall effect the insurance, with insurer from eligible source country, for and amount of 110% of the total contract price on “all risks” and “war risk” basis at the Licensor’s expenses with the Licensee as the beneficiary.5.11 All of the Technical Documentation and Software, and services supplied under the Contract shall have their origin in the countries and areas eligible under the current World Bank Guideline for Procurement.ARTICLE 6 TECHNICAL SERVICE AND PERSONNEL TRAINING6.1 The Licensor shall send his skilled, healthy and competent technical personnel to the Contract Factory of the Licensee to provide Technical Service on site in accordance with the stipulations of the Contract. The stipulation, the number of personnel, specialty, task, content and duration in PRC are detailed in Annex _____ to the Contract.6.2 The Licensee shall provide assistance for entry and exit visa, work and life in PRC for the Licensor’s Technical Service personnel. The treatment conditions of the Licensor’s technical personnel in PRC are detailed in A nnex _____ to the Contract. 6.3 The Licensor’s technical personnel sent to PRC for the Technical Service shall observe the laws of the People’s Republic of China and rules and regulations of the contract Factory in the period of service in PRC.6.4 The Licensee shall send his technical personnel to the relevant factories of the Licensor for technical training. The number of personnel, specialty, content, duration and requirement of training are detailed in Annex _____ to the Contract.6.5 The Licensor shall provide assistance for entry and exit visa and shall provide the facilities necessary for the technical training for the Licensee’s trainees. The treatment conditions of the trainees in the Licensor’s country are detailed in Annex ____ to the Contract.6.6 The Licensee’s personnel under training shall observe the laws of the Licensor’s country and the rules and regulations of the Licensor’s factories in the period of training.ARTICLE 7 ACCEPTANCE OF THE CONTRACT PRODUCTS7.1 In order to verify the completeness, correctness and reliability of the Technical Documentation and Software supplied by the Licensor under the Contract, the Licensor shall, at his own expense send his representatives to carry out acceptance test on the Contract Products jointly with the technical personnel of the Licensee in the contract Factory. The specific procedure of the acceptance test and the standard of the acceptance are detailed in Annex _____ to the Contract.7.2 If the technical performances of the Contract Products specified in Annex _____ to the Contract are achieved in the acceptance tests, both parties’ authorized representative shall sign four copies of the acceptance certificate for the Contract Products and, two copies for each party.7.3 If any technical performance of the Contract Products specified in Annex _____ to the Contract is not achieved in the acceptance tests, both parties shall have friendlyconsultation and discussion and jointly analyze the causes and take measures to eliminate the defect. The second acceptance test shall be carried out after the defects have been eliminated.7.4 If the responsibility for the failure of the first acceptance test lies with the Licensor, the Licensor shall, at his own expenses, take measures to eliminate the defects, again send his technical personnel to participate in the second acceptance test and shall bear all the expenses incurred in the second acceptance test including the expenses for the materials used in the second acceptance test. If the responsibility for the failure of the first acceptance test lies with the Licensee, the Licensee shall, at his own expenses, take measures to eliminated the defects and bear all the relevant expenses incurred in the second acceptance test.7.5 If it is due to the Licensor’s responsibility that any technical performance of the Contract Products specified in Annex _____ to the Contract is still not achieved in the second acceptance test, the Licensor shall compensate the Licensee for the direct expenses sustained by the Licensee, for the acceptance test, and shall at his own expenses, take measures to eliminate the defects and send his technical personnel to participate in the third acceptance test. If the responsibility for the failure of the second acceptance test lies with the Licensee, the Licensee shall, at his own expenses, take measures to eliminate the defects and bear the relevant expenses incurred in the third acceptance test.7.6 If it is due to the Licensor’s responsibility that any technical performance of the Contract Products specified in Annex _____ to the Contract is still not achieved in the above-mentioned three acceptance tests, the Article 8.7 shall prevail. If the responsibility lies with the Licensee, then both parties shall discuss and agree upon further execution of the Contract.ARTICLE 8 GUARANTEES AND CLAIMS8.1 The Licensor shall guarantee that the Technical Documentation and Software supplied by the Licensor to the Licensee in accordance with the Contract shall be of the latest and well-proved Technical Documentation and Software which are actuallyused by the Licensor and that the improved, modified and developed Technical Documentation and Software shall be supplied in time by the Licensor to the Licensee in the course of implementation of the Contract, without charge.8.2 The Licensor shall guarantee that the Technical Documentation and Software supplied by the Licensor to the Licensee in accordance with the Contract shall be complete, correct and legible, and shall be delivered in time in accordance with the stipulations in Annex _____ to the Contract.8.3 If it is found by the licensee that the Technical Documentation and Software supplied by the Licensor is not in conformity with the stipulations in Annex _____ to the Contract and Clause 8.2 to the Contract, the Licensor shall mail the related Technical Documentation to Licensee free of charge within 30 (thirty) days after receiving the Licensee’s written notice.8.4 If the Licensor fails to deliver the Technical documentation and Software in accordance with the time schedule stipulated in Annex _____ to the Contract and Clause 8.3, the Licensor shall pay to the Licensee penalties for late delivery of the Technical Documentation and Software at the following rates:0.5% (point five percent) of the total Contract price of the Technical Documentation and Software for each full week of late delivery. The above-mentioned total penalties shall not exceed 5% (five percent) of the total Contract price of this contract.The penalty paid shall be in the form of Liquidated Damages and shall fully indemnify the Licensee for all costs incurred as a result of such delay.8.5 Payment of penalty made by the Licensor to the Licensee in accordance with the stipulation in Clause 8.4 to the Contract shall not release the Licensor from his obligations to continue to deliver the Technical Documentation and Software, which is subject to penalties for late delivery.8.6 If the period for late delivery of the Technical Documentation and Software exceed 6. (Six) months, the Licensee shall be entitled to terminate the Contract. In such case, the Licensor shall return to the Licensee the total amounts which the Licensee has already paid plus interest at the rate of 12% per annual thereon.8.7 If it i s due to the Licensor’s responsibility that any technical performance of the Contract Products is not achieved in the acceptance tests, the case shall be dealt with in the following manner:If it is due to the Licensor’s responsibility that any technical performance of the Contract Products specified in Annex _____ to the Contract is not achieved, and the Licensee cannot put the contract Products into production, the Licensee shall be entitled to terminate the Contract. In the case of termination of the Contract, the Licensor shall return to the Licensee the total amounts which have already been paid by the Licensee to the Licensor plus interest at the rate 12% per annual thereon and compensate the licensee for direct losses upon mutual agreement.If it is due to the Licensor’s responsibility that only some of the technical performances of the Contract Products specified in Annex _____ to the Contract are not achieved, but the Licensee still can put the Contract Products into production, the Licensor shall compensate licensee for the direct expenses at an amount of 5%-10% (five to ten percent) of contract price according to the significants of the discrepancy.ARTICLE 9 INFRINGEMENTS AND CONFIDENTIALITY9.1 The Licensor shall guarantee that the Licensor has lawful ownership of all the technical know-how, the Technical Documentation and Software supplied by the Licensor to the Licensee in accordance with the Contract, and that the Licensor has the right to transfer the technology and supply the Contract Equipment and the Parts to the Licensee. In case any third party brings a charge of infringement, the Licensor shall take up the matter with the third party and bear all legal and financial responsibilities, which may arise.9.2 Both Parties shall keep confidential all technical know-how, technical documentation and all the information of hydrology, geology and production of the Contract Factory regarding the business of the other party, being either technical or commercial of nature, during the validity period of the Contract as well as thereafter for a period of 10 years. If a part of the whole of such know-how, information or documentation becomes or is made publicly known, either the Party knowing suchKnow-how, in formation or documentation or through a third party, the other Party shall no longer be held to his secrecy obligation.9.3 The Licensee shall have the right to use the technical know-how and the Technical Documentations and software supplied by the Licensor to design, manufacture and sell the Contract Products after the terminal of the Contract.ARTICLE 10 TAXES AND DUTIES10.1 All taxes and duties in connection with and in the execution of the Contract to be levied by the Government of the PRC on the Licensee in accordance with the Chinese tax laws and regulations in effect shall be paid by the Licensee.10.2 All the taxes and duties in connection with and in the execution of the Contract to be levied by the Government of the PRC on the Licensor in accordance with the tax laws in effec t and the “Agreement between the Government of Federal Republic of Germany for the Reciprocal Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Property” shall be borne by the Licensor.10.3 All the taxes and duties in connection with and in the execution of the Contract to be levied outside the PRC shall be paid by the Licensor.ARTICLE 11 PERFORMANCE BOND11.1 The Licensor shall, within thirty (30) calendar days after signing of the contract, furnish a Performance Bond to the Licensee, issued by the Bank of China, Beijing against the counter-guarantee issued by a foreign bank to the Bank of China, Beijing: in the amount of ten (10) percent of the total Contract Price. The Performance Bond shall remain valid until the acceptance of the Contract Products and expiration of the guarantee period of the Contract Equipment.11.2 The Performance Bond shall be furnished by the Licensor by a Bank Guarantee in the form as stipulated in Annex _____ to the Contract. The cost thereof shall be borne by the Licensor.11.3 In case the Licensor fails to perform any of his obligations under the Contract, the Licensee shall have the right to have a recourse from the Performance Bond.ARTICLE 12 FORCE MAJEURE12.1 If either of the contracting parties is prevented from executing the Contract by such cases of force majeure as war, serious flood, fire, typhoon and earthquake or other cases which are agreed upon by both parties as cases of force majeure, the time for performance of the Contract shall be extended by a period equivalent to the effect of such cases.12.2 The affected party shall notify the other party of cases of force majeure occurred by telex, cable or fax as soon as possible and shall send by registered airmail, within 14 (fourteen) days thereafter, a certificate issued by the authority or department concerned to the other party for confirmation.12.3 Should the effect of the force majeure cases last for more than 120 (one hundred and twenty) days, both parties shall settle the problem of further execution of the Contract through friendly consultation as soon as possible.ARTICLE 13 SETTLEMENT OF DISPUTES13.1 All the disputes in connection with or in the execution of the Contract shall be settled by both Parties through friendly consultations. In case no settlement to the disputes can be reached by both Parties through friendly consultations, the disputes shall be settled through arbitration.13.2 The arbitration shall take place in Stockholm, Sweden, and be conducted by the Arbitration Institute of Chamber of Commerce in Stockholm according to the provisional procedures and rules of the said Arbitration Commission.13.3 The settlement of arbitration is final and binding on both parties.13.4 The arbitration fee shall be borne by the losing party, except as otherwise awarded by the said Arbitration Commission.13.5 In course of arbitration, both parties shall continue to execute the Contract except the part of the Contract, which is under arbitration.。

TECHNOLOGY TRANSFER AGREEMENTSThe topic of technology transfer encompasses commercial aspects and a range of laws including intellectual property. No generalizations are possible regarding the terms of the contract and much would depend uponthe facts and circumstances underlying a particular technology transfer. This Chapter is limited to providing a general overview of certain commercial and legal aspects that may be considered in a contract for technology transfer.Nature of the contractA contract for technology transfer can either be a licence agreement or a know-how agreement. The licence agreement normally refers to the licensing of intellectual property rights such as patents, trade marks, copyrights, etc. whereas a know-how agreement involves the transfer of information or skills which have not received statutory recognition. This distinction has an impact on the confidentiality and secrecy aspects of the contract. Any technology transfer contract broadly deals with the mode of transfer of technology, its use under certain terms and conditions. The mode of transfer can take place through documents or through the provisionof technical services, assistance and training, software programs on diskettes or even through the sale of machinery, raw materials or components that embody technology.Typical provisions of a licence or know-how agreementAn illustrative list of the provisions are briefly discussed below:Product/ service definitionIt is essential to provide an exact description of the product or service for which technology is being transferred. A very wide definition can bind the transferor from parting with technology that he had no intention of transferring. It must be determined whether technology for future model updates and improvements are included within the definition, and whetherthe specified consideration would include improvements or whether payments would have to be made in future.Majmudar & Co., International Lawyers, India 1 MumbaiOffice–Tel:+91226630-7272;Fax:6630-7252;E-mail:*************************Licensed propertyThe precise categories and details of patents, copyrights, etc. that are licensed are enumerated.Technical know-howAny technology transfer involves many types of expertise and knowledge. Therefore, it is important that these are precisely defined. These may include:(i)latest and complete data on the functioning of the product;(ii)information and assistance on suppliers of raw material, machinery, spare parts, etc.;(iii)maintenance manuals and instructions;(iv)engineering drawings and designs;(v)test methods;(vi)response to specific queries from licensee;(vii)deputation of personnel for on-site supervision.Territory and sub-licensingThe territory in which the product/ services to be sold/rendered is definedso that the market areas of the Licenser and the licensee are clearly demarcated. This prevents the licensee from becoming a competitor to the Licenser and also provides flexibility for the Licenser to provide technology to parties in other areas. The normal practice in many cases isto provide that the licensee has an exclusive licence as far as India is concerned and that other areas may be added by mutual agreement. Further,it must be specified whether the licensee has a right to sub-license the technology and the terms and conditions if such a right is granted.Commercial productionMajmudar & Co., International Lawyers, India 2 MumbaiOffice–Tel:+91226630-7272;Fax:6630-7252;E-mail:*************************The start of commercial production may take place after certain test runsare conducted. The timing of the commercial production is critical from theview-point of the payment of royalties based on sales.Licenser’s obligationsThe Licenser’s obligations may typically encompass;(i) guarantee that the product manufactured shall meet certainperformance tests and standards;(ii) providing technical assistance either in India or abroad;(iii) providing minimum sample quantities of test product;(iv) procuring equipment for the licensee;(v) training employees of the licensee;(vi) assist in setting up of facilities for testing and quality control;(vii) allowing use of intellectual property rights;(viii) providing knowledge of improvements made to the product;(ix) buy-back of product, if any;(x) deputation of on-site personnel.Licensee’s obligationsThe following are some of the obligations of any licensee:(i) to make payments to Licenser;(ii) treat the technology confidentially;(iii) to exploit the technology to the maximum extent;Majmudar & Co., International Lawyers, India 3 MumbaiOffice–Tel:+91226630-7272;Fax:6630-7252;E-mail:*************************(iv) to reach a minimum quality standard as required by the Licenser;(v) reporting production details;(vi) in case of manufacturing concerns -providing factory site with adequate infrastructure.Warranties, indemnity and infringementThe Licenser warranties and agrees to indemnify the licensee for infringement of any rights in respect of the following:(i) Licenser has full and absolute ownership or otherwise has fully andabsolute right and authority to transfer and furnish the know-how;(ii) the technical know-how provided under the contract and the intellectual property licensed shall achieve the objective ofproducing a quality product;(iii) the technical know-how provided under the contract and the intellectual property licensed does not infringe the rights of any thirdparty to the best of the Licenser’s knowledge. In case of any thirdparty infringement or proceeding, the contract normally providesthat the Licenser and the licensee shall take joint action to defend thematter and the costs of such a defence shall be borne by the Licenserand not the licensee;(iv) indemnity from third party claims in respect of defective products (provided that the defect is shown to be due to a lapse on the part ofthe licenser’s technology);(v) licenser is not aware of any actions, suits or proceedings at law or at equity, before any court or authority in relation to know-how;(vi) the execution and delivery of the contract or the performance by the Licenser of its duties and obligations conflicts with or is contrary toany law or any agreement or commitment to which the Licenser is aparty to.Majmudar & Co., International Lawyers, India 4 MumbaiOffice–Tel:+91226630-7272;Fax:6630-7252;E-mail:*************************Product liability and indemnityproduct liability is an area where there is increasing judicial activism. Determining the cause of product liability is obviously critical; i.e. whetherit is a manufacturing defect or a technical defect. It is advisable that the licensee procures product liability insurance particularly when products are exported to the European Community and the United States.Improvements and InventionsIt is possible that the Licenser or the licensee’s employees may make improvements to the licensed product. In such an event, it is the duty to disclose such improvements to the other party. The clause should also provide the suitable action regarding the joint registration of the intellectual property right and the party that is entitled to use such a right. In certain cases, the improvement may belong to the licensee for exploitation in the defined territory but the Licenser may have right of first refusal in case the product is to be sold out of the territory.Inspection and informationThe licensee agrees to provide access to any information required by the Licenser in connection with production and sales records. This is useful in case there is any discrepancy in royalty calculations between the Licenserand the licensee. There may also be a provision for penalties in case of discrepancies. Further, the cost of the audit is borne by the licensee in caseany discrepancy is found.Payment of considerationThe consideration can be in the form of a lump sum payment and/or royalty payment based on sales. These payments are subject to RBI guidelines (please refer Chapter 3). The net selling price is defined taking into considering these guidelines.Currency and taxesMajmudar & Co., International Lawyers, India 5 MumbaiOffice–Tel:+91226630-7272;Fax:6630-7252;E-mail:*************************The currency in which payments are to be made and the exchange rate to be used is expressly stated. Any payment made by an Indian company towards royalty or fees for technical services are taxable in India in the hands of the foreign collaborator. The tax rate is 20% on such payments under the Indian Income-tax Act (“ITA”). This can be reduced to a lowerrate based on India’s tax treaties. The payment of these taxes either by the Licenser or the licensee is frequently a negotiating point. The following considerations are important in the negotiation:(i) Taxes paid in India by a foreign collaborator is normally available asa tax credit in the collaborator’s home country. If a tax credit isavailable, it may be preferable that the foreign collaborator bear thetax in India as it reduces the tax cost of the total transaction.(ii) In certain cases, the foreign collaborator may not be able to use the tax credits as the overseas company may have carried forward lossesor is located in a low-tax country. In such a case, if the taxes arepaid by the licensee, no tax credit would be available to the foreigncollaborator. No gross-up is required to compute the tax paymentmade by the licensee under section 10(6A) of the ITA as long as theagreement relates to a matter included in the industrial policy inforce or is an agreement that is approved by the CentralGovernment.Research and development Cess of 5% is payable by the licensee on all payments made in connection with the payment of royalty or fees for technical services. Further, drawings and designs are subject to customs duty, but as of now an exemption is in force, so effective rate of duty is nil. However, it is important to note that if capital goods and technology are being imported in a composite transaction, the cost of the technology maybe added to the value of capital goods for purposes of custom duty. ConfidentialitySecrecy is of utmost importance in any technology transfer agreement and particularly in cases where unpatented know-how is involved. The following issues need to be addressed:Majmudar & Co., International Lawyers, India 6 MumbaiOffice–Tel:+91226630-7272;Fax:6630-7252;E-mail:*************************(i) a breach of confidentiality can occur either during the preliminarystage of negotiation or during the duration of the agreement;(ii) the breach could also occur after the expiry of the agreement.Therefore, the confidentiality provision must survive the terminationof the agreement for any reason;(iii) the technology to be kept confidential must be clearly identified.For example, information already in possession of the licensee andinformation publicly know are not subject to confidentiality;(iv) extent of permissible disclosure. For example, it is necessary to disclose certain technical details to an employee or a sub-contractormanufacturing the product or a component;(v) the extent to which the Indian licensee can bind its employees in respect of confidentiality during and after the employment;(vi) the obligation to preserve confidentiality is also imposed on the Licenser in cases where the agreement is exclusive.The remedy for breach of confidentiality can be either provided in the contract or in its absence, the law of contract relating to damages for breach would apply. Liquidated damages may also be provided.Duration of the agreementThe duration of know-how agreements is restricted by the RBI norms inthis regard. Royalty payments can be made only during a period of 10 years from the date of agreement or 7 years from commencement of commercial production, whichever is earlier. Thus, most agreements provide for an initial term based on the above norms with a clause enabling renewal of the agreement subject to Government regulations at the time of renewal.TerminationMajmudar & Co., International Lawyers, India 7 MumbaiOffice–Tel:+91226630-7272;Fax:6630-7252;E-mail:*************************Termination of the agreement must be distinguished from the expiry of the agreement due to efflux of time. A breach of warranty by the Licenser orthe licensee can cause termination of the agreement for instance, due to:(i) continued non-payment of royalty;(ii) failure to achieve quality standards set by the Licenser;(iii) Material breach of key obligations (after providing time to remedy); (iv) insolvency or change in ownership of any of the parties. The identity of the parties is crucial in a technology transfer and theagreement may be terminated if the control over any one of theparties passes over to a competitor.If a technology transfer agreement is part of a joint venture, it may be provided in certain cases that any termination of the technology transfer agreement can also trigger off a termination of the joint venture agreementor vice versa.Consequences of terminationOne consequence that is of utmost importance is that of continued use of technology by the licensee. The Licenser may insist that know-how in theform of documents, equipment, etc. revert back to the Licenser and that the Licensee is not permitted the use of know-how. The termination normally does not absolve the Licensee from its obligations regarding confidentialityor payment of royalty. The termination is to be contrasted against expiry of agreement wherein the licensee may be permitted to manufacture the product beyond the life of the agreement.Applicable lawThe parties to an agreement have a choice with regard to the substantivelaw that applies to a particular contract. Ordinarily, Indian Law will applyto the contract as the technology is absorbed and used in India.ArbitrationMajmudar & Co., International Lawyers, India 8 MumbaiOffice–Tel:+91226630-7272;Fax:6630-7252;E-mail:*************************It is open to the parties to select the procedure and venue of arbitration. Each party normally bids for the arbitration procedure and venue in theirown country and the result is that the procedure in a neutral country is adopted. For example, the International Chamber of Commerce procedural rules can be adopted and the venue of such arbitration can be in Paris. Ifthe venue is not in India, but in say Paris or London, the Indian licensee must consider the high costs of arbitration and examine the enforceabilityof the awards in the Licensers country. The high costs is itself a deterrentto arbitration in such cases and thus, a more acceptable solution from an Indian Licensee’s standpoint may be that the International Chamber of Commerce rules of arbitration may be adopted and the venue may be Singapore, rather than London or Paris. It is also important to specify the number of arbitrators that each party will appoint and it must be an odd number.Force MajeureThis clause provides protection to the party confronted with events beyondits control which disable the party from performing its obligations underthis agreement.AmendmentThe parties have to agree that the agreement may be amended if considered necessary by putting it in writing and attaching the same to this agreement. Assignment or other transferThe parties have to decide whether this agreement can be assigned or transferred to any subsidiary or group company of any of the parties or anyof its successors or assignees. A subsidiary may be defined as any company that is under the control and management of the parent. PreconditionsThe agreement is expressly subject to the approval of RBI or SIA and the terms and conditions stipulated by the RBI in their letter of approval are tobe made part of this agreement.Majmudar & Co., International Lawyers, India 9 MumbaiOffice–Tel:+91226630-7272;Fax:6630-7252;E-mail:*************************。

Guideline for Technology Transfer1.Preface1.1BackgroundAccording to the revised Japanese Pharmaceutical Affairs Law in July 2003, the manufacturing approval system has been replaced with the manufacturing and marketing approval system in April 2005, resulting in a big change in the Japanese pharmaceutical system and regulations. Under these circumstances, it is highly desired to improve a quality assurance system of drugs at all stages through research and development (R&D), manufacturing and marketing in line with the trends by reviewing the current quality assurance system and its methods including existing Good Manufacturing Practice (GMP) to comply with the new system and adopting achievements of technological progress and international harmonization of pharmaceutical regulations.In recent years, there is a growing awareness that an appropriate transfer of manufacturing technologies (technology transfer) is important to upgrade drug quality as designed during R&D to be a final product during manufacture as well as assure stable quality transferred for many reasons between contract giver and contract acceptor during manufacture. Also, to assure the drug quality, it is desired to make sure 5 W’s and 1 H, that is what, when and why information should be transferred to where and by whom and how to transfer, then share knowledge and information of the technology transfer each other between stake holders related to drug manufacturing. Fur that purpose, it is necessary to establish an appropriate guideline for the technology transfer and upgrade the quality assurance system. This guideline categorizes information generated in the processes through pharmaceutical R&D and manufacturing as well as the information flows, discusses information necessary for the technology transfer and communication route, and proposes ideal technological transfer.1.2ObjectiveThe objectives of this guideline are:1)To elucidate necessary information to transfer technology from R&D to actual manufacturingby sorting out various information obtained during R&D;2)To elucidate necessary information to transfer technology of existing products between variousmanufacturing places; and3)To exemplify specific procedures and points of concern for the two types of technologytransfer in the above to contribute to smooth technology transfer.1.3ScopeThis guideline applies to the technology transfer through R&D and production of drugs (chemically synthesized drug substances and drug products) and the technology transfer related to post-marketing changes in manufacturing places. The both technologies include those of manufacturing and quality control (manufacturing methods and tests).1.4OrganizationThis guideline consists of the followings:•Explanation of technology transfer process•Explanation of procedures and necessary documents for technology transfer•Examples of technical information to be transferred•Points of concern for documenting technology transfer2.Technology Transfer ProcessThe drug quality is designed based on basic data concerning efficacy and safety obtained from various studies in preclinical phases and data concerning efficacy, safety and stability of drug products obtained from clinical studies. The quality of design will be almost completed in Phase II clinical study. Various standards for manufacturing and tests will be established in process of reviewing factory production and Phase III study to realize the quality of design, and the quality of design will be verified in various validation studies, and will be upgraded to be the quality of product, and the actual production will be started. The technology transfer consists of actions taken in these flows of development to realize the quality as designed during the manufacture. Even if the production starts, the technology transfer will take place in processes such as changes in manufacturing places. The processes are classified broadly into the following five categories.2.1Quality Design (Research Phase)The quality design is to design properties and functions of drugs, and often performed in phases from late preclinical studies to Phase II study. For drug products, the quality design corresponds to so-called pharmaceutical design to design properties and functions such as elimination of adverse reactions, improvement of efficacy, assurance of stability during distribution, and adding usefulness based on various data such as chemical and physical properties, efficacy, safety and stability obtained from preclinical studies. For drug substances, the quality design is to determine starting materials and their reaction paths, and basic specifications of the drug substances.2.2Scale-up and Detection of Quality Variability Factors (Development Phase)2.2.1Research for Factory ProductionTo manufacture drugs with qualities as designed, it is required to establish appropriate quality control method and manufacturing method, after detecting variability factors to secure stable quality in the scale-up validation that is performed to realize factory production of drugs designed on the basis of results from small-scale experiments. In general, this process is called the research for factory production where the quality of design will be upgraded to be the quality of product.2.2.2Consistency between Quality and SpecificationWhen the product specification is established on the basis of the quality of product determined in the above, it is required to verify that the specification adequately specifies the product quality. (Consistency between quality and specification)In short, the consistency between quality and specification is to ensure in the product specification that the quality predetermined in the quality design is assured as the manufacturing quality, and the product satisfies the quality of design.In reviewing factory production, since manufacturing methods are established with limited amount of lots and limited resources of raw materials, the product specification should be established based on data from study results with limited lots; however, relations between upper and lower limits of manufacturing formula (compositions and manufacturing methods) and upper and lower of control limits of the product specification should be fully understood, and the consistency between the product quality and specification should be maintained.Also, since initial manufacturing formula and specification are established based on limited information, the consistency between the quality and specification should be fully verified after the start of manufacturing, and the consistency should be revised through appropriate change controls, if necessary.2.2.3Assurance of consistency through development and manufacturingTo make developed product have indications as predetermined in clinical phases, the quality of design should be reproducible as the quality of product (assurance of consistency). For this purpose,the transferring party in charge of development should fully understand what kind of technical information is required by the transferred party in charge of manufacturing, and should establish an appropriate evaluation method to determine whether a drug to be manufactured meets the quality of design.It should be recognized that technical information of developed product are generated from data of a limited amount of batches, various standards have been established from the limited data, and quality evaluation method established in development phase is not always sufficient for factory production. For stable production of consistent products, it is fundamental to fully refer to information of similar products of the past maintained by the manufacturer when research for factory production is implemented, and this is a key to successful technology transfer.2.3Technology Transfer from R&D to ProductionTransfer of technical information is necessary to realize manufacturing formula established in the above in the actual production facility. In the past, the technology transfer was mainly seen as standard transfer or as technology instruction from technology department to production department within the same company. In future, since contract manufacturing is expected to increase under the revised Pharmaceutical Affairs Law, the technology transfer between companies will increase. In principle, how accurately transfer technical information (know-how) from transferring party to transferred party is important, and it is essential to establish responsibility system and prepare documents clarifying 5 W’s and 1 H, and have adequate technology exchange between the both parties for successful transfer.When transfer technology of new products from research and development department to production department, technical information to be transferred should be complied as research and development report (development report and recommend to use the development report as a part of technology transfer documentations).2.4Validation and Production (Production Phase)Production is implemented after various validation studies verify that it is able to stably produce based on transferred manufacturing formula. While the manufacturing facility accepting technology is responsible for validation, the research and development department transferring technology should take responsibility for validations such as performance qualification (PQ), cleaning validation, and process validation (PV) unique to subject drugs. For validations such as installation qualification (IQ) and operational qualification (OQ), which are not unique to the subject drugs, it is possible to effectively use data of already implemented validations.2.5Feedback of Information Generated from Production Phase and Technology Transferof Marketed ProductsAs a result of technology transfer, products are manufactured and brought to the hands of consumers. Since the technical information of developed products are obtained from data of a limited amount of batches, various standards have been established from the limited data, and quality evaluation method established in development phase is not always sufficient for factory production, it is highly desired to feed back and accumulate technical information obtained from repeated production, if necessary. Also, it is important to appropriately modify various standards established before on the basis of these information, and accountability (responsibility for giving sufficient explanation) and responsibility (responsibility for outcomes of actions) for design and manufacturing should be executed. For this purpose, appropriate feedback system for technical information and documentation management of technology transfer should be established. For drugs as they have long product shelf life, documentation management should be performed assuming that the technology transfer would occur several decades after the completion of development. Also since product improvements and changes of specifications and methods are often implemented, the initial technical information should be reviewed and updated at regular intervals.For this kind of documentation management and information updating, it is desirable to establish product specification describing entire characteristics of the product in addition to the development report, which is to be revised and updated regularly.Since manufacturing places of marketed drugs are often changed for many reasons, already standardized test methods and manufacturing methods are sometimes transferred to other offices or other companies. In this case, subject drug should contain rigorous equivalency including bioequivalency rather than consistency needed for newly developed drugs. Although there are no significant differences between existing drugs and development drugs in terms of technology transfer, it is desirable that subject technical information of the existing drugs should be compiled in forms such as product specification. Also as in the case of technology transfer from research and development to production, responsibilities for the technology transfer should be clearly defined, documentation of technology transfer should be prepared, and the technology transfer should be implemented through adequate exchanges of technical information.3.Procedures and Documentation of Technology TransferTo properly transfer technology according to the above processes, documentation of technology transfer including appropriate procedures and technical documents is necessary. Procedures and documentation of technology transfer are indicated as follows. Items to be specified in the documentation will be referred in detail in the 5th chapter.3.1Organization for Technology TransferOne of the most significant elements for successful technology transfer is close communication between transferring and transferred parties. Therefore, organization for technology transfer should be established and composed of both party members, roles and scope of responsibilities of each party should be clarified, and adequate communication and feedback of information should be ensured.It is desirable that this organization complies with GMP.3.2Research and Development ReportTo realize quality assurance at all stages from drug development to manufacturing, transfer of technical documents concerning product development or corresponding documents should be considered. The research and development report (development report) is a file of technical information necessary for drug manufacturing, which is obtained from pharmaceutical development, and the research and development department is in charge of its documentation. This report is an important file to indicate rationale for the quality design of drug substances and drug products including information such as raw materials, components, manufacturing methods, specifications and test methods. The development report should also include the above rationales, and it is desirable to document the report before the approval inspection. Although the development report is not prerequisite for the application for approval, it can be used at the pre-approval inspection as valid document for the quality design of new drug. Also, this report can be used as raw data in case of post-marketing technology transfer. The following exemplifies information to be contained in the development report.Historical data of pharmaceutical development of new drug substances and drug products at stages from early development phase to final application of approvalRaw materials and componentsSynthetic routeRationale for dosage form and formula designsRationale for design of manufacturing methodsRational and change histories of important processes and control parametersQuality profiles of manufacturing batches (including stability data)Specifications and test methods of drug substances, intermediates, drug products, raw materials, and components, and their rationale (validity of specification range of important tests such as contents,impurities and dissolution, rationale for selection of test methods, regents, and columns, and traceability of raw data of those information)3.3Technology Transfer DocumentationTechnology transfer documentation are generally interpreted as documents indicating contents of technology transfer for transferring and transferred parties. The raw data of the documents (such as development report) should be prepared and compiled according to purposes, and should be always readily available and traceable. For successful technology transfer, task assignments and responsibilities should be clarified, and acceptance criteria for the completion of technology transfer concerning individual technology to be transferred. In principle, it is desirable to prepare product specification with detailed information of product (drug substances or drug products) subject to transfer, then proceed with the technology transfer according to the technology transfer plan established on the basis of this specification, and document the results as the technology transfer report.3.3.1Product Specification (Product Specification File)The product specification is to compile information which enable the manufacture of the product, and to define specification, manufacturing and evaluation methods of the product and its quality, and the transferring party is responsible for documenting the file.For new products, the development report can be used as a part of product specification file.The product specification file should be reviewed at regular intervals, and incorporate various information obtained after the start of production of the product, and be revised as appropriate.The product specification file should contain the following.••Information necessary for quality assurance of the product•Information necessary for assurance of operation safety•Information necessary for environmental impact assessment•Information of costs•Other specific information of the product3.3.2Technology Transfer PlanThe technology transfer plan is to describe items and contents of technology to be transferred and detailed procedures of individual transfer and transfer schedule, and establish judgment criteria for the completion of the transfer. The transferring party should prepare the plan before the implementation of the transfer, and reach an agreement on its contents with the transferred party. 3.3.3Technology Transfer ReportThe technology transfer report is to report the completion of technology transfer after data of actions taken according to the technology plan is evaluated and the data is confirmed pursuant to the predetermined judgment criteria. Both transferring and transferred parties can document the technology transfer report; however, they should reach an agreement on its contents.3.3.4Check and Approval by Quality Assurance DepartmentIt is desirable that the quality assurance department should establish confirmation process for all kinds of technology transfer documentation, and should check and approve the documentation.3.4For Implementation of Technology TransferAvoid as much as possible the technology transfer from transferring to transferred party only by handing over the technology transfer documentation.It is recommended that the both parties should cooperate to implement technology education, training and validations at facilities where the transferred technology is actually used.3.5Manufacturing Related Documents Including Drug Product StandardsThe transferred party should compile documents such as drug product standards necessary for manufacturing, various standards and validation plans/reports after the completion of technology transfer. While the transferred party is responsible for compiling these documents, the transferring party should make necessary confirmation for these documents.3.6Verification of Results of Technology TransferAfter the completion of technology transfer and before the start of manufacturing of the product, the transferring party should verify with appropriate methods such as product testing and audit that the product manufactured after the technology transfer meets the predetermined quality, and should maintain records of the results.3.7Points of Concern for Post-Marketing Technology TransferWhile there are no fundamental differences in technology transfer between new development product and marketed product, some marketed products do not have development report which can be used as raw data. In this case, a development report needs not to be newly documented; however, it is strongly recommended that the file should be prepared including information of specified items. This file can be used as reference file in case of regular inspection.4.Examples of Technical Information to be Contained in Technology TransferDocumentationThe1st to 3rd chapters indicate technology transfer processes and procedures. This chapter describes practical concept and contents of technical information to be included in the technology transfer documentation.4.1Technical Information of Facilities and EquipmentsFor technology transfer, technical information of products as well as those of manufacturing facilities and equipments are important. To establish facilities and equipments conforming to GMP, it is essential to obtain and understand information from R&D process so that quality assurance of subject drugs can be secured and the facilities and equipments can comply with required conditions for manufacturing. For that purpose, the following technical information should be transferred.¾The R&D department should clarify considerations of GMP compliance specific to subject drugs and manufacturing methods (manufacturing processes), and present them to afacility and equipment department.¾The facility and equipment department should establish facilities and equipments reflecting the above considerations, clearly details of the establishment and operationalconsiderations of those facilities and equipments, and present them to a drugmanufacturing department.¾The drug manufacturing department should fully understand the above information, implement validations, perform appropriate operations and controls in conformity to theestablished facilities and equipments, and records results of operations and controls.4.1.1Technical Information to Establish New Facilities and EquipmentsTo establish new facilities and equipments in conformity to manufacture of subject drugs, the facility and equipment department should set up required specifications (so called objectives) based on considerations presented by the R&D department, and realize functions in view of considerations specific to the facilities and equipments. In this regard, some functions may be combined, and it is required to prepare definite rationale for establishing functions. To comply with GMP, it is prerequisite to prepare documents of processes through specification decision and realization of functions as well as qualifications, which can be explained to the third party (so called design qualification (DQ)) as technical information.Information Necessary for the Establishment of Facilities and Equipments (Input Information)Information necessary for the establishment of facilities and equipments in conformity to GMP are classified into the following three categories.1)Required Functions of facilities and equipments necessary for quality assurance of subjectdrugs2)Required functions of facilities and equipments specific to manufacturing methods(manufacturing processes)3)Basic required functions necessary for GMP compliance such as prevention of contamination,and human failures, etc.Regarding 1) and 2), the drug manufacturing department should extract information affecting facilities and equipments from results of quality design during drug development (information on composition, manufacturing and specification), review results of scale-up and quality variability factors during possible factory production, fully understand them and present documents containingclarified considerations of GMP compliance specific to subject drugs and manufacturing methods (manufacturing processes) to the facility and equipment department.The facility and equipment department should document interpretations of the above information in forms such as “quality requirement specification” and present the documentation to the R&D department to confirm each other. The both departments should clarify differences of each thought by conforming documents prepared from their own perspectives, and establish certain input data of facility and equipment establishment by obtaining necessary or unnecessary evidence data, extracting unnecessary data, and feeding back them to the R&D department.Concerning 3), information can be collected by sorting out and reviewing GMP requirements for properties of subject drugs and manufacturing methods and organization of facilities and equipments. Degree of contamination and acceptable contamination level of the subject drugs and acceptable limit of residues are important to determine prevention level of contamination and cleaning methods at the facilities and equipments. Since policies on facilities and equipments such as multi-item production level and automatic production level may have a great impact on granting levels to facilities and equipments regarding prevention for human failures such as cross-contamination or mix-up, measures should be taken in view of all properties of drugs and manufacturing methods which are to be used at the facilities and equipments to be established. Information of Results of the Establishment of Facilities and Equipments (Output Information)Establishing facilities and equipments includes actions to upgrade facilities and equipments to be functions for achieving established objectives (required specifications), plan and design details while reflecting considerations specific to the facilities and equipments, construct them in time for the start of manufacturing, and perform qualifications upon the trial operation, while it is important to transfer results of the establishment of facilities and equipments to the drug manufacturing department so that the department can implement validations and production.It is important for GMP compliance to prepare documents including series of activities from initial stages of establishment (plan and design), the trial operation through qualifications and present them to the third party. In short, output information should be documented by extracting facility and equipment related information from documents compiled during the establishment of facilities and equipments (design, procurement, construction, and trial operation, etc.) to assure the quality of the subject drugs. Cross checking of input and output information are equal to series of qualifications such as DQ, IQ and OQ, while results of qualifications are integrations of output information.4.1.2Technical Information When Applied to Established Facilities and EquipmentsSubject drugs are often manufactured in existing facilities and equipments. Although there are limitations attributable to the characteristics of the existing facilities and equipments, technical documents should be prepared to demonstrate that those facilities and equipments meet required specifications (so called objectives) for quality assurance of drugs, and this kind of preparation can be equal to the establishment of facilities and equipments in conformity to the subject drug manufacturing. Basic contents of necessary technical documents are similar to those of new facilities and equipments, while only difference is documentation method.Information necessary for the establishment of existing facilities and equipments are classified into the following three categories as in the case of the new facilities and equipments.1)Required Functions of facilities and equipments necessary for quality assurance of subjectdrugs2)Required functions of facilities and equipments specific to manufacturing methods(manufacturing processes)3)Basic required functions necessary for GMP compliance such as prevention of contamination,and human failures, etc.Concerning considerations of applications to existing facilities and equipments in 1) and 2), existing functions should be clarified, and it should be verified that the functions are maintained by maintenance and inspection including routine monitoring. Then, activities are required to compare documents such as “quality requirement specification” prepared as in the case of input information of new facilities and equipments with existing functions and maintenance conditions in the existing facilities and equipments, and identify differences between them. If there are any differences, input information should be realigned by feedback of necessary and unnecessary evidence data and other required information to the R&D department.Regarding 3), activities are required to compare properties of facilities and equipments such as multi-item production level and automatic production level of the existing facilities and equipments as well as granting levels to facilities and equipments regarding prevention for human failures such as cross-contamination or mix-up with conditions for quality assurance attributable to properties of subject drugs and manufacturing methods, and to clarify differences between them. If there are any differences, measures should be taken as in the cases of 1) and 2).4.2Technology Transfer of Test MethodsThis chapter exemplifies items to be included in the development report and the technology transfer plan both of which are important to technology transfer of test methods, and describe general concepts.4.2.1Development Report of Test MethodsThe main objective of documenting development report of test methods is to make quality assurance of drugs more secured one by appropriately transferring technical information accumulated at each stage from design of test methods through those implementation between various departments (organizations).Therefore, it is desirable that the development report should include details of test methods, information related to drug properties such as physicochemical properties, biological properties, and safety information, background of development of the test methods and rationale for the establishment, and validity and rationale for specifications from early research and development phase to production.Specifications and Test MethodsTest methods subject to technology transfer include the following.¾Test methods for drug substances¾Test methods for drug products¾Test methods for raw materials and components¾Test methods for in-process tests¾Test methods for drug residue tests¾Test methods for environmental testsRational for Specifications and BackgroundEspecially for historic records of specifications of contents, impurities, and degradation products, rationales for their establishment and changes should be included.。

国际业务常用英语词汇跟单结算及国际保函信用证Documentary credit 跟单信用证Back to back credit 背对背信用证Transferable credit 可转让信用证Un-transferable credit 不可转让信用证Red clause credit 红条款信用证Revolving credit 循环信用证Standby letter of credit 备用信用证Negotiation credit 议付信用证Acceptance credit 承兑信用证Payment credit 付款信用证Irrevocable credit 不可撤销信用证Payment credit 付款信用证Deferred payment credit 延期付款信用证Confirmed credit 保兑信用证Usance credit payable at sight 假远期信用证Commercial contract 商务合同Importer 进口商Exporter 出口商Applicant 申请人Beneficiary 受益人Opening bank/issuing bank 开证行Advising bank 通知行Reimbursing bank 偿付行Presenting bank 交单行Confirming bank 保兑行Negotiating bank 议付行Accepting bank 承兑行Drawee bank 付款行Transferring bank 转让行Nominated bank 被指定银行Expiry date and place 有效日期和地点Freely negotiable 自由议付Restricted negotiable 限制议付Cumulative 可累计Non-cumulative 不可累计Deferred payment 延期付款Discounting 贴现Acceptance 承兑Negotiation 议付Discrepancies 不符点Presentation date 交单日期Period for presentation of documents 交单期限托收Collection 托收Collecting bank代收行Remitting bank 托收行Principal 委托人Drawee 付款人Clean collection 光票托收Documentary collection 跟单托收Outward collection 出口托收Collection instruction 托收指示Collection order 托收指令Inward collection 进口代收Financial documents 金融单据Commercial documents 商业单据Documents against acceptance (D/A) 承兑交单Documents against payment (D/P) 付款交单Documents against payment at sight (D/P at sight) 即期付款交单Documents against payment of usance bill 远期付款交单Terms and conditions of collection 托收条款单据Commercial invoice 商业发票Customs invoice 海关发票Consular 领事发票Pro forma invoice 形式发票Insurance policy 保险单Transport documents 运输单据Bill of exchange/draft 汇票Usance bill 远期汇票Packing list 装箱单Weight list 重量单Quantity certificate 数量单Certificate of origin 原产地证明Certificate of quality 品质证明书Bill of lading 提单Blank back bill of lading/short form bill of lading 背面空白/简式提单Charter party bill of lading 租船提单Combined transport bill of lading 多式联运提单Container bill of lading 集装箱提单Airway bill 空运单Postal receipt 邮包收据Cargo receipt 货物收据其它Banking charges 银行费用Presentation of documents 提示单据Reimbursement/claim instructions 索汇路线Payment 付款Advice of payment 付款通知Acceptance 承兑Advice of acceptance 承兑通知Endorsement 背书Blank endorsed 空白背书Carrier 承运人Consignee 收货人Chamber of commerce 商会Shipping mark 唛头Shipment date 装运日Discrepancy 不符点Freight charge 运费Freight payable at destination 运费预付至Correspondent bank 代理行Partial shipment 分批装运Transshipment 转运Port of loading 装货港Port of discharge 卸货港Price terms 价格条款Release documents against payment 付款赎单Release documents against acceptance 承兑赎单EXW(ex works) 工厂交货价FCA( free carrier) 货交承运人价FAS(free alongside ship) 装运港船边交货价FOB(free on board) 装运港船上交货价CFR(cost and freight) 成本加运费价CIF(cost, insurance and freight) 成本、保险费加运费价CPT(carriage paid to) 运费付至……价CIP(carriage and insurance paid to) 运费、保险费付至……价DAF(delivered at frontier) 边境交货价DES( delivered ex ship) 目的港船上交货价DEQ(delivered ex quay) 目的港码头交货价DDU(delivered duty unpaid) 未完税交货价DDP(delivered duty paid) 完税交货价保函Guarantee 保函Tender guarantee/bid bond guarantee 投标保函Performance guarantee 履约保函Advance payment guarantee 预付款保函Warranty guarantee 质量保函Retention money guarantee 留滞金保函Payment guarantee 付款保函Financial standby letter of credit 融资备用信用证Counter guarantee 反担保函Principal 被担保人Guarantor 担保人Written statement 书面声明Multiple drawing 多次索赔Claims under a bank guarantee 保函的索赔Place of jurisdiction 司法管辖地Commission on bond 保函佣金外汇资金Remittance; funds transfer汇款Outward remittance 汇出汇款Inward remittance 汇入汇款Telegraphic communications 电讯方式TELEX 电传CABLE,TELEGRAM 电报Draft票汇Mail transfer信汇Remitter汇款申请人Payee or Beneficiary收款人Remitting bank汇出行Receiving/Paying bank汇入/解付行Customer transfer客户汇款General financial institution transfer银行间汇款Sender's correspondent 帐户行Intermediary bank中间行Drawee bank 汇票付款行Issue of draft 汇票的签发Reimbursement of drafts 汇票的索偿Clearing 清算Trade date 交易日Reference date 参考日Value date起息日Maturity date/Expiry date到期日Basis point基点Buyer’s market买方市场Purchase and sale of foreign exchange 结售汇Foreign exchange surrender结汇Spot即期Forward远期Current account 经常项目Current account convertibility 经常项目可兑换Managed floating exchange rate有管理的浮动汇率Pegged exchange rate钉住汇率Real effective exchange rate实际有效汇率Position头寸Term structure期限结构Capital account资本项目Interest-bearing asset生息资产Foreign direct investment外国直接投资CHIPS (Clearing House Inter-bank Payment System）同业支付清算系统SWIFT (Society for Worldwide International Financial Telecommunication）环球银行间金融电信协会Opening price开盘价Closing price收盘价Bid price 买入价Offer price 卖出价Extension展期Fixed exchange rate固定汇率Floating exchange rate 浮动汇率Premium升水Discount贴水Financial derivative instruments金融衍生工具Futures期货Option期权Option trading 期权的交易Swap掉期In the Money 溢价期权At the Money 平价期权Out of the Money 折价期权Put option看跌期权Call option 看涨期权Long (buyer) 买方Short (seller) 卖方Position买卖角色Long call买入看涨期权Short call卖出看涨期权Long put买入看跌期权Short put卖出看跌期权Out-Of-Money不执行（期权）Interest rate lap利率上限Interest rate floor利率下限Relative value相对价值Pay swap支付互换Option contract期权合约American style option美式期权European style option欧式期权The strike price/the exercise price执行价格Option premium/option price期权费Structured derivatives结构化衍生工具Hedge对冲Dual currency deposit 双币存款USD/CNY linked deposit 美元/人民币挂钩产品Interest rate derivatives 利率衍生产品Interest rate option利率期权Structured interest rate products 结构性利率产品To hedge currency exposures 对冲货币敞口Speculate 投机Yield enhancement products 增值产品Interest basis 计息方式Principal amount 本金Principal guaranteed 本金担保Principal guaranteed deposit 本金担保存款Spot reference 即期参考汇率Short-term view products 短期产品Hedge against套期保值Exchange-rate regime 汇率机制Deposit account 定期存款账户Cheque account 支票账户Clearing bank 清算银行Foreign currency (exchange) reserve 外汇储备Devaluation货币贬值Revaluation货币升值International balance of payment国际收支Cross rate/Arbitrage rate套汇汇率Foreign exchange fluctuation外汇波动信贷基本词汇（包括会计）Accounting convention 会计惯例Accounting for acquisitions 购并的会计处理Accounting for debtors 应收账款核算Accounting for depreciation 折旧核算Accounting for foreign currencies 外汇核算Accounting for goodwill 商誉核算Accounting for stocks 存货核算Accounting policies 会计政策Accounting standards 会计准则Accruals concept 权责发生原则Achieving credit control 实现信用控制Acid test ratio 酸性测试比率Actual cash flow 实际现金流量Adjusting company profits 企业利润调整Advance payment guarantee 提前偿还保金Adverse trading 不利交易Advertising budget 广告预算Advising bank 通告银行Age analysis 账龄分析Aged debtors analysis 逾期账款分析Aged debtors’report 逾期应收款报告Aged debtors’exception report 逾期应收款的特殊报告All—monies clause 全额支付条款Amortization 摊销Analytical questionnaire 调查表分析Analytical skills 分析技巧Analyzing financial risk 财务风险分析Analyzing financial statements 财务报表分析Analyzing liquidity 流动性分析Analyzing profitability 盈利能力分析Analyzing working capital 营运资本分析Annual expenditure 年度支出Anticipating future income 预估未来收入Areas of financial ratios 财务比率分析的对象Articles of incorporation 合并条款Asian crisis 亚洲(金融)危机Assessing companies 企业评估Assessing country risk 国家风险评估Assessing credit risks 信用风险评估Assessing strategic power 战略地位评估Assessment of banks 银行的评估Asset conversion lending 资产转换贷款Asset protection lending 资产担保贷款Asset sale 资产出售Asset turnover 资产周转率Assets 资产Association of British Factors and Discounters 英国代理人与贴现商协会Auditor's report 审计报告Aval 物权担保Bad debt 坏账Bad debt level 坏账等级Bad debt risk 坏账风险Bad debts performance 坏账发生情况Bad loans 坏账Balance sheet 资产负债表Balance sheet structure 资产负债表结构Bank credit 银行信贷Bank failures 银行破产Bank loans．availability 银行贷款的可获得性Bank status reports 银行状况报告Bankruptcy 破产Bankruptcy code 破产法Bankruptcy petition 破产申请书Basle agreement 塞尔协议Basle Agreement 《巴塞尔协议》Behavioral scoring 行为评分Bill of exchange 汇票Bill of lading 提单BIS (Bank for International Settlements) 国际清算银行BIS agreement 国际清算银行协定Blue chip 蓝筹股Bonds 债券Book receivables 账面应收账款Borrowing money 借人资金Borrowing proposition 借款申请Breakthrough products 创新产品Budgets 预算Building company profiles 勾画企业轮廓Business development loan 商业开发贷款Business failure 破产Business plan 经营计划Business risk 经营风险Buyer credits 买方信贷Buyer power 购买方力量Buyer risks 买方风险CAMPARI 优质贷款原则Canons of lending 贷款原则Capital adequacy 资本充足性Capital adequacy rules 资本充足性原则Capital commitments 资本承付款项Capital expenditure (Capex) 资本支出Capital funding 资本融资Capital investment 资本投资Capital strength 资本实力Capital structure 资本结构Capitalization of interest 利息资本化Capitalizing R&D costs/expenditures 研发费用资本化Capitalizing interest costs 利息成本资本化Cascade effect 瀑布效应Cash assets 现金资产Cash collection targets 现金托收目标Cash cycle 现金循环周期Cash cycle ratios 现金循环周期比率Cash cycle times 现金循环周期时间Cash deposit 现金储蓄Cash flows 现金流量Cash flow adjustments 现金流调整Cash flow analysis 现金流量分析Cash flow crisis 现金流危机Cash flow cycle 现金流量周期Cash flow forecasts/projections 现金流量预测Cash flow lending 现金流贷出Cash flow profile 现金流概况Cash flow statements 现金流量表Cash position 现金头寸Cash positive JE现金流量Cash rich companies 现金充足的企业Cash surplus 现金盈余Cash tank 现金水槽Cash-in-advance 预付现金Categorized cash flow 现金流量分类CE 优质贷款原则CEO 首席执行官Chairman 董事长, 总裁Chapter 11 rules 第十一章条款Charge 抵押Charged assets 抵押资产Chief executive officer 首席执行官Collateral security 抵押证券Collecting payments 收取付款Collection activity 收款活动Collection cycle 收款环节Collection procedures 收款程序Collective credit risks 集合信用风险Comfortable liquidity position 适当的流动性水平Commercial mortgage 商业抵押Commercial paper 商业票据Commission 佣金Commitment fees 承诺费Common stock 普通股Common stockholders 普通股股东Company and its industry 企业与所处行业Company assets 企业资产Company liabilities 企业负债Company loans 企业借款Competitive advantage 竞争优势Competitive forces 竞争力Competitive products 竞争产品Complaint procedures 申诉程序Computerized credit information 计算机化信用信息Computerized diaries 计算机化日志Confirmed letter of credit 承兑信用证Confirmed letters of credit 保兑信用证Confirming bank 确认银行Conservatism concept 谨慎原则Consistency concept 一贯性原则Consolidated accounts 合并报表Consolidated balance sheets 合并资产负债表Contingent liabilities 或有负债Continuing security clause 连续抵押条款Contractual payments 合同规定支出Control limits 控制限度Control of credit activities 信用活动控制Controlling credit 控制信贷Controlling credit risk 控制信用风险Corporate banking 公司业务Corporate credit analysis 企业信用分析Corporate credit controller 企业信用控制人员Corporate credit risk analysis 企业信用风险分析Corporate customer 企业客户Corporate failure prediction models 企业破产预测模型Corporate lending 企业贷款Cost leadership 成本领先型Cost of sales 销售成本Costs 成本Country limit 国家限额Country risk 国家风险Court judgments 法院判决Covenant 贷款保证契约Covenants 保证契约Creative accounting 寻机性会计Credit analysis 信用分析Credit analysis of customers 客户信用分析Credit analysis of suppliers 供应商的信用分析Credit analysis on banks 银行信用分析Credit analysts 信用分析Credit assessment 信用评估Credit bureau reports 信用咨询公司报告Credit bureau 信用机构Credit control 信贷控制Credit control activities 信贷控制活动Credit control performance reports 信贷控制绩效报告Credit controllers 信贷控制人员Credit cover 信用风险担保Credit cycle 信用循环Credit decisions 信贷决策Credit deterioration 信用恶化Credit exposure 信用敞口Credit granting process 授信程序Credit information 信用信息Credit information agency 信用信息机构Credit insurance 信贷保险Credit insurance advantages 信贷保险的优势Credit insurance brokers 信贷保险经纪人Credit insurance limitations 信贷保险的局限Credit limits 信贷限额Credit limits for currency blocs 货币集团国家信贷限额Credit limits for individual countries 国家信贷限额Credit line 授信额度Credit management 信贷管理Credit managers 信贷经理Credit monitoring 信贷监控Credit notes 欠款单据Credit period 信用期Credit planning 信用计划Credit policy 信用政策Credit policy issues 信用政策发布Credit proposals 信用申请Credit protection 信贷保护Credit quality 信贷质量Credit rating 信用评级Credit rating agencies 信用评级机构Credit rating process 信用评级程序Credit rating system 信用评级系统Credit reference 信用咨询Credit reference agencies 信用评级机构Credit risk 信用风险Credit risk assessment 信用风险评估Credit risk exposure 信用风险敞口Credit risk insurance 信用风险保险Credit risk of individual customers 个体信用风险Credit risk：bank credit 信用风险：银行信用Credit risk：trade credit 信用风险：商业信用Credit scoring 信用风险评分Credit scoring model 信用评分模型Credit scoring system 信用评分系统Credit squeeze 信贷压缩Credit taken ratio 受信比率Credit terms 信贷条款Credit utilization reports 信贷利用报告Credit vetting 信用审查Credit watch 信用观察Credit worthiness 信誉Creditor days 应付账款天数Cross-default clause 交叉违约条款Currency risk 货币风险Current assets 流动资产Current debts 流动负债Current ratio requirement 流动比率要求Current ratios 流动比率Customer care 客户关注Customer credit ratings 客户信用评级Customer liaison 客户联络Customer risks 客户风险Cut-off scores 及格线Cycle of credit monitoring 信用监督循环Cyclical business 周期性行业Daily operating expenses 经营费用Day’s sales outstanding 收回应收账款的平均天数Debentures 债券Debt capital 债务资本Debt collection agency 债务托收机构Debt issuer 债券发行人Debt protection levels 债券保护级别Debt ratio 负债比率Debt securities 债券Debt service ratio 还债率Debtor days 应收账款天数Debtor's assets 债权人的资产Default 违约Deferred payments 延期付款Definition of leverage 财务杠杆率定义Deposit limits 储蓄限额Depositing money 储蓄资金Depreciation 折旧Depreciation policies 折旧政策Development budget 研发预算Differentiation 差别化Direct loss 直接损失Directors salaries 董事薪酬Discretionary cash flows 自决性现金流量Discretionary outflows 自决性现金流出Distribution costs 分销成本Dividend cover 股息保障倍数Dividend payout ratio 股息支付率Dividends 股利Documentary credit 跟单信用证DSO 应收账款的平均回收期Duration of credit risk 信用风险期Eastern bloc countries 东方集团国家EBITDA 扣除利息、税收、折旧和摊销之前的收益Exports Credit Guarantee Department (ECGD) 出口信贷担保局Economic conditions 经济环境Economic cycles 经济周期Economic depression 经济萧条Economic growth 经济增长Economic risk 经济风险Electronic data interchange(EDI) 电子数据交换Environmental factors 环境因素Equity capital 权益资本Equity finance 权益融资Equity stake 股权EU countries 欧盟国家EU directives 欧盟法规EU law 欧盟法律Eurobonds 欧洲债券European parliament 欧洲议会European Union 欧盟Evergreen loan 常年贷款Exceptional item 例外项目Excessive capital commitments 过多的资本承付款项Exchange controls 外汇管制Exchange-control regulations 外汇管制条例Exhaust method 排空法Existing competitors 现有竞争对手Existing debt 未清偿债务Export buyer’s credit出口买方信贷Export collection loan 出口托收贷款Export credit agencies 出口信贷代理机构Export credit insurance 出口信贷保险Export factoring 出口代理Export sales 出口额Export seller’s credi t出口买方信贷Export negotiation 出口议付Extending credit 信贷展期External agency 外部机构External assessment methods 外部评估方式External assessments 外部评估External information sources 外部信息来源Extraordinary items 非经常性项目Extras 附加条件Facility account 便利账户Factoring 代理Factoring debts 代理收账Factoring discounting 代理折扣Factors Chain International 国际代理连锁Failure prediction scores 财务恶化预测分值FASB (美国)财务会计准则委员会Faulty credit analysis 破产信用分析Fees 费用Finance, new business ventures 为新兴业务融资Finance, repay existing debt 为偿还现有债务融资Finance, working capital 为营运资金融资Financial assessment 财务评估Financial cash flows 融资性现金流量Financial collapse 财务危机Financial flexibility 财务弹性Financial forecast 财务预测Financial instability 财务的不稳定性Financial rating analysis 财务评级分析Financial ratios 财务比率Financial risk 财务风险Financial risk ratios 财务风险比率Fitch IBCA 惠誉评级Fitch IBCA ratings 惠誉评级Fixed assets 固定资产Fixed charge 固定费用Fixed charge cover 固定费用保障倍数Fixed costs 固定成本Floating assets 浮动资产Floating charge 浮动抵押Floor planning 底价协议Focus 聚焦Forced sale risk 强制出售风险Foreign exchange markets 外汇市场Forfaiting 福费廷Formal credit rating 正式信用评级Forward bill discount 远期信用证项下汇票贴现Forward rate agreements 远期利率协议FRAs 远期利率协议Fund managers 基金经理FX transaction 外汇交易GAAP 公认会计准则Gearing 财务杠杆率Geographical spread of markets 市场的地理扩展Global target 全球目标Going concern concept 持续经营原则Good lending 优质贷款Good times 良好时期Government agencies 政府机构Government interference 政府干预Gross income 总收入Guarantee of payment 支付担保Guaranteed loans 担保贷款Guarantees 担保High credit quality 高信贷质量High credit risk 高信贷风险High default risk 高违约风险High interest rates 高利率High risk regions 高风险区域Highly speculative 高度投机High-risk loan 高风险贷款High-value loan 高价值贷款Historical accounting 历史会计处理Historical cost 历史成本IAS 国际会计准则IASC 国际会计准则委员会IBTT 息税前利润ICE 优质贷款原则Ideal liquidity ratios 理想的流动性比率Implied debt rating 隐含债务评级Importance of credit control 信贷控制的重要性Improved products 改进的产品Improving reported asset values 改善资产账面价值In house assessment 内部评估In house credit analysis 内部信用分析In house credit assessments 内部信用评估In house credit ratings 内部信用评级Income bonds 收入债券Income statement 损益表Increasing profits 提高利润Increasing reported profits 提高账面利润Indemnity clause 赔偿条款Indicators of credit deterioration 信用恶化征兆Indirect loss 间接损失Individual credit transactions 个人信用交易Individual rating 个体评级Industrial reports 行业报告Industrial unrest 行业动荡Industry limit 行业限额Industry risk 行业风险Industry risk analysis 行业风险分析Inflow 现金流入Information in financial statements 财务报表中的信息Initial payment 初始支付Insolvencies 破产Institutional investors 机构投资者Insured debt 投保债务Intangible fixed asset 无形固定资产Inter-company comparisons 企业间比较Inter-company loans 企业间借款Interest 利息Interest cost 利息成本Interest cover ratio 利息保障倍数Interest cover test 利息保障倍数测试Interest holiday 免息期Interest payments 利息支付Interest rates 利率Interim statements 中报(中期报表)Internal assessment methods 内部评估方法Internal financing ratio 内部融资率Internal Revenue Service 美国国税局International Accounting Standards Committee 国际会计准则委员会International Accounting Standards(IAS) 国际会计准则International Chamber of Commerce 国际商会International credit ratings 国际信用评级International Factoring 国际保理International Factoring Association 国际代理商协会International settlements 国际结算Inventory 存货Inverse of current ratio 反转流动比率Investment analysts 投资分析人员Investment policy 投资政策Investment risk 投资风险Investment spending 投资支出Invoice discounting 发票贴现Issue of bonds 债券的发行Issued debt capital 发行债务资本Junk bond status 垃圾债券状况Just-in-time system(JIT) 适时系统Key cash flow ratios 主要现金流量指标Labor unrest 劳动力市场动荡Large scale borrower 大额借贷者Legal guarantee 法律担保Legal insolvency 法律破产Lending agreements 贷款合约Lending covenants 贷款保证契约Lending decisions 贷款决策Lending proposals 贷款申请Lending proposition 贷款申请Lending transactions 贷款交易Letters of credit 信用证Leverage 财务杠杆率London Inter-bank Offered Rate (LIBOR) 伦敦同业拆借利率Lien 留置Liquid assets 速动资产Liquidation 清算Liquidation expenses 清算费Liquidity 流动性Liquidity and working capital 流动性与营运资金Liquidity ratios 流动比率Liquidity run 流动性危机Liquidity shortage 流动性短缺Loan covenants 贷款合约Loan guarantees 贷款担保Loan principal 贷款本金Loan principal repayments 贷款本金偿还Loan review 贷款审查Long-term debt 长期负债Long-term funding 长期融资Long-term risk 长期风险Management 管理层Marginal lending 边际贷款Marginal trade credit 边际交易信贷Market surveys 市场调查Marketing 市场营销Markets 市场Matching concept 配比原则Material adverse-change clause 重大不利变动条款Maximum leverage level 最高财务杠杆率限制Measurement and judgment 计量与判断Measuring risk 风险计量Medium-term loan 中期贷款Microcomputer modeling 计算机建模Minimum current ratio requirement 最低流动比率要求Minimum leverage ratio 最低举债比率Minimum net worth 最低净值Minimum net-worth requirement 最低净值要求Minimum risk asset ratio 最低风险资产比率Monitoring activity 监管活动Monitoring credit 信用监控Monitoring customer credit limits 监管客户信贷限额Monitoring risks 监管风险Monitoring total credit limits 监管全部信贷限额Monthly reports 月报Moody's debt rating 穆迪债券评级Mortgage 抵押M pr’oving balance sheet 改善资产负债表Multiple discriminate analysis 多元分析National debt 国家债务NCI 无信贷间隔天数Near-cash assets 近似于现金的资产Negative cash flow 负现金流量Negative net cash flow 负净现金流量Negative operational cash flows 负的经营性现金流量Negative pledge 限制抵押Net book value 净账面价值Net cash flow 净现金流量Net worth test 净值测试New entrants 新的市场进人者No credit interval 无信贷间隔天数Non-cash items 非现金项目Non-core business 非核心业务Non-operational items 非经营性项目Obtaining payment 获得支付One-man rule 一人原则Open account terms 无担保条款Operating leases 经营租赁Operating profit 营业利润Operational cash flow 营运性现金流量Operational flexibility 经营弹性Optimal credit 最佳信贷Order cycle 订货环节Ordinary dividend payments 普通股股利支付Organization of credit activities 信贷活动的组织Overdue payments 逾期支付Over-trading 过度交易Overview of accounts 财务报表概览Packing loan 打包贷款Parent company 母公司PAT 税后利润Payment in advance 提前付款Payment obligations 付款义务Payment records 付款记录Payment score 还款评分PBIT 息税前利润PBT 息后税前利润Percentage change 百分比变动Performance bonds 履约保证Personal guarantees 个人担保Planning systems 计划系统Pledge 典押Points-scoring system 评分系统Policy setting 政策制定Political risk 政治风险Potential bad debt 潜在坏账Potential credit risk 潜在信用风险Potential value 潜在价值Predicting corporate failures 企业破产预测Preference dividends 优先股股息Preferred stockholders 优先股股东Preliminary assessment 预备评估Premiums 溢价Primary ratios 基础比率Prior charge capital 优先偿付资本Priority cash flows 优先性现金流量Priority for creditors 债权人的清偿顺序Priority payments 优先支付Product life cycle 产品生命周期Product market analysis 产品市场分析Product range 产品范围Products 产品Professional fees 专业费用Profit 利润Profit and loss account 损益账户Profit margin 利润率Profitability 盈利能力Profitability management 盈利能力管理Profitability ratios 盈利能力比率Promissory notes 本票Property values 所有权价值Providers of credit 授信者Provision accounting 准备金会计处理Prudence concept 谨慎原则Public information 公共信息Public relations 公共关系Purpose of credit ratings 信用评级的目的Purpose of ratios 计算比率的目的Qualitative covenants 定性条款Quantitative covenants 定量条款Query control 质疑控制Quick ratio 速动比率Rating exercise 评级实践Rating process for a company 企业评级程序Ratio analysis 比率分析Ratio analysis weaknesses 比率分析的缺陷Real insolvency 真实破产Real sales growth 实际销售收入增长率Realization concept 实现原则Receivables 应收账款Recession 衰退Reducing debtors 冲减应收账款Reducing profits 冲减利润Reducing provisions 冲减准备金Reducing reported profits 冲减账面利润Reducing stocks 减少存货Registrar of Companies 企业监管局Regulatory risk 监管风险Releasing provisions 冲回准备金Relocation expenses 费用再分配Reminder letters 催缴单Repayment on demand clause 即期偿还条款Replacement of principal 偿还本金Report of chairman 总裁／董事长报告Reserve accounting 准备金核算Residual cash flows 剩余现金流量Restricting bad debts 限制坏账Restrictions on secured borrowing 担保借款限制Retention-of-title clauses 所有权保留条款Revenues 总收入Risk analysis reports 风险分析报告Risk and banks 风险与银行Risk and companies 风险与企业Risk and Return 风险与回报Risk capital 风险资本Risk-reward 风险回报Risk-weighted assets 风险加权资产ROCE 资本收益率Romapla clauses “一手交钱一手交货”条款Sales 销售额Secondary ratios 分解比率Secure methods of payment 付款的担保方式Secured assets 担保资产Secured creditors 有担保债权人Secured loans 担保贷款Securities and Exchange Commission (SEC) (美国)证券交易委员会Security guarantees 抵押担保Security of payment 付款担保Security general principles 担保的一般原则Segmentation 细分Setting and policing credit limits 信用限额的设定与政策制定Settlement discount (提前)结算折扣Settlement terms 结算条款Share price 股价Short-term borrowing 短期借款Short-term creditors 短期负债Short-term liabilities 短期债务Short-termism 短期化SIC 常务诠释委员会Significance of working capital 营运资金的重要性Single credit customer 单一信用客户Single ratio analysis 单一比率分析Size of credit risk 信用风险的大小Slow stock turnover 较低的存货周转率Sources of assessments 评估信息来源Sources of credit information 信用信息来源Sources of risk 风险来源Sovereign rating 主权评级Specialist agencies 专业机构Specific debt issue 特别债券发行Speculative 投机性Speculative grades 投机性评级Split rating 分割评级Spot rate 现价(即期比率)Spreadsheets 电子数据表Staff redundancies 员工遣散费Standard security clauses 标准担保条款Standard & Poor's 标准普尔Standing Interpretations Committee 证券交易委员会Standing starting credit limits 持续更新信用限额Statistical analysis 统计分析Statistical techniques 统计技巧Status reports (企业)状况报告Stock valuations 存货核算Stocks 股票Straight line depreciation method 直线折旧法Strategic positioning 战略定位Surplus assets 盈余资产Surplus rating 盈余评级Supplier power 供应商的力量Supply chain 供应链Support rating 支持评级Swap agreement 换合约Swaps 互换SWOT analysis SWOT分析Symptoms of failure questionnaires 企业破产征兆调查表Takeovers 收购Tax payments 税务支付Technical insolvency 技术破产Technology and change 技术进步Term loan 定期贷款Term of borrowing 借款期限Third party guarantees 第三方担保Tier 1 capital 一类资本Tier 2 capital 二类资本Total credit limit 整体信用限额Total current assets 流动资产总额Trade companies 贸易企业Trade credit 商业信用Trade creditors 应付账款Trade cycle 商业循环Trade cycle times 商业循环周期Trade debt 应收账款Trade debtors 贸易债权人Trade financing 贸易融资Trade Indemnity 贸易赔偿Trade references 贸易参考Trade-off 协定Trading outlook 交易概况Trading profit 营业利润Traditional cash flow 传统现金流量Triple A 三AUCP 跟单信用证统一惯例Uncovered dividend 未保障的股利Uniform Customs & Practice 跟单信用证统一惯例Unpaid invoices 未付款发票Unsecured creditors 未担保的债权人Usefulness of liquidity ratios 流动性比率的作用Uses of cash 现金的使用Using bank risk information 使用银行风险信息Using financial assessments 使用财务评估Using ratios 财务比率的运用Using retention-of-title clauses 使用所有权保留条款Value chain 价值链Value of Z scores Z值模型的价值Variable costs 变动成本Variable interest 可变利息Variety of financial ratios 财务比率的种类Vetting procedures 审查程序Volatile revenue dynamic 收益波动Volume of sales 销售量Warning signs of credit risk 信用风险的警示Working assets 营运资产working capital 营运资本Working capital changes 营运资本变化额Working capital management 营运资本管理working capital ratios 营运资本比率Worldwide credit 统一授信Write-downs 资产减值Write-offs 勾销Z score assessments Z值评估z score models z值模型Z scores z值Z scoring Z值评分系统。

技术转让合同范本英文Technology Transfer ContractThis Technology Transfer Contract (the "Contract") is made and entered into on [date] and between:Party A:Name: [Party A's name]Address: [Party A's address]Contact Person: [Contact person's name]Telephone Number: [Telephone number]Fax Number: [Fax number]E Address: [E address]Party B:Name: [Party B's name]Address: [Party B's address]Contact Person: [Contact person's name]Telephone Number: [Telephone number]Fax Number: [Fax number]E Address: [E address]Whereas Party A possesses certn technology (the "Technology") and is willing to transfer it to Party B, and Party B desires to acquire the Technology on the terms and conditions set forth herein.Now, therefore, in consideration of the mutual covenants and agreements contned herein, the parties agree as follows:1. Technology DescriptionParty A shall provide Party B with a detled description of the Technology, including but not limited to its specifications, features, application scope, and technical requirements.2. Transfer of TechnologyParty A agrees to transfer the Technology to Party B, including but not limited to providing relevant technical documents, know-how, and trning.3. ConsiderationParty B shall pay Party A a consideration of [amount] as the transfer fee for the Technology. The payment shall be made in the following manner: [Describe the payment schedule and method].4. Intellectual Property RightsParty A warrants that it has the legal right to transfer the Technology and that the Technology does not infringe upon the intellectual property rights of any third party. Party B shall respect and not infringe upon the intellectual property rights related to the Technology.5. ConfidentialityBoth parties agree to keep the terms and conditions of this Contract and the detls of the Technology confidential and not disclose them to any third party without the prior written consent of the other party.6. Warranty and IndemnityParty A warrants that the Technology is accurate and reliable as described. In the event of any defect or non-pliance with the agreed specifications, Party A shall be liable for indemnifying Party B for any losses or damages suffered.7. Limitation of LiabilityThe liability of each party under this Contract shall be limited to the amount of consideration pd Party B. Neither party shall be liable for any indirect, incidental, or consequential damages.8. Dispute ResolutionAny disputes arising out of or in connection with this Contract shall be resolved through friendly negotiation. If the negotiation fls, the dispute shall be submitted to arbitration in accordance with the rules of [Arbitration Institution].9. Governing LawThis Contract shall be governed and construed in accordance with the laws of [Jurisdiction].10. Entire AgreementThis Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements.IN WITNESS WHEREOF, the parties have executed this Contract as of the date first above written.Party A (Signature): ____________________Party B (Signature): ____________________Date: ____________________Please note that the above is only a sample and may need to be tlored to your specific circumstances and legal requirements. It is remended to consult a legal professional before finalizing any contract.。