(3) The rights to utilize and transfer non-patented technical results of commissioned or co-operative development, as well as details of the method of distribution of profit shall be stipulated by the parties in the contract. If the contract contains no stipulation, all parties shall have the right to utilize or transfer the technical results. The party commissioned to undertake the research and development may not, however, transfer the results of the research and development to a third party prior to handing those results over to the commissioning party.
Article 33. The parties shall stipulate in the contract the liability for risk in the case of total or partial failure of the research and development due to insurmountable technical difficulties during the performance of a technology development contract. If the contract contains no stipulation, the parties shall each bear a reasonable share of the liability.
If one party discovers the existence of one of the abovementioned circumstances which could lead to the total or partial failure of the research and development, it shall promptly notify the other party and adopt appropriate measures to reduce the loss. If one party fails to promptly notify the other party and to adopt appropriate measures, thereby causing an increase in the loss, it shall bear liability for the additional loss.
CHAPTER IV Technology Transfer Contracts
Article 34. A technology transfer contract refers to a contract concluded between parties for the transfer of a patent, transfer of patent application rights, a licence to implement a patent or for the transfer of non-patented technology.
Article 35. A technology transfer contract may stipulate the scope of patent implementation or utilization of non-patented technology by the transferor and transferee. The terms of the contract may not be used however, to restrict technological competition or development.
Article 36. The formation of a contract for the transfer of patent rights or of patent application rights shall conform to the Patent Law and relevant regulations.
Article 37. The primary obligations of the transferor in a contract of licence to work a patent shall be:
(1) To permit the transferee to work the patent within the scope stipulated by the contract; and
(2) To hand over technical data relevant to the working of the patent and to provide the necessary technical guidance.
The primary obligations of the transferee in a contract of licence to work a patent shall be:
(1) To work the patent within the scope stipulated by the contract and to not permit a third party not included in the contract to work the said patent; and
(2) To pay royalties as stipulated by the contract.