Home > News

Tailor-made R&D Agreement Template

Party A:

Legal Representative

Company Address


Party B:

Legal Representative

Company Address


According to<< the contract law of the people's Republic of China and relevant laws and regulations>>Party A and Party B reach the following agreements through friendly negotiation on               on [DD] [MM] [YY]:


Project Content:

Project Name

Project source


Date proposed

Project Description

Target Market

£China 0Europe 

North America □South America 


£Others(              )

Applicable Regulations

£CCC £ECE/R44 0ECE/R129 American Standard □Australia Standard 

£others(              )

1. Project Reason


2. Detailed Requirements:


3. Economic Indicator Analysis



ItemEstimatedActualAnnual Volume  Expected FOB Price  Design fee  Tooling fees  Test fees  Prototype fees  


Project treaty


a.The Project is required to be finished before             (date).

b.Party B follows the Expected FOB unit priceto control the costs.

c.Party A follows Annual Volume.

d.Party A will bear     Design fee,     Tooling fees,      Test fees”    “Prototype fees

e.Party A authorize Party B the exclusive producer, Without Party Bs written permission, Party A can not unauthorized to find other factories to produce.

f.Party B agree Party A the exclusive seller. Without Party A permission, Party B can not sell to other companies.

g.Party A agree to pay the corresponding fee of 【 】yuan to Party B within [  ] days after finishing the corresponding stages.

Bank account information of Party B):

Bank name):



1. Rights and Obligations


1.1.Party A Rights,

     1.1.1.Party A has the right to make suggestions and modification ideas for Party B's design before confirm production .After modification, Party B shall notify Party A in writing, and Party A shall confirm the modification within【 】days after receiving the written notice. If it is not confirmed beyond the above period, it shall be deemed that Party A has accepted and confirmed the works designed by Party B.

     1.1.2.Party A has the right to request a copyright transfer contract after paying the fees, to enjoy the ownership rights of paid parts.

     1.1.3.Party A has the right to obtain all detailed costs of design/tooling/prototype/production.

1.2. Party A obligations

1.2.1. Party A shall  cooperate with Party B's R&D work activelyincluding Providing relevant technical information and materials to Party B in accordance with Party B's requirements. If Party A fails to cooperate with Party B's work which resulting in Party Bs failure in completing the design work at the agreed time, Party B shall not be liable for the breach of contract.

1.2.2. Party A shall complete the payment as agreed in the contract. Party A shall be responsible for Party B's failure to deliver the work results on time due to Party A's payment default.

1.2.3.Party A shall guarantee the accuracy and legality of the data provided to Party B. If Party B suffer any relevant penalty or complaints due to the information provided by Party A, Party A shall compensate Party B for the loss.

1.2.4.Party A is obliged to protect Party B's rights and shall not cancel the project except Party B breach the contract fundamentally.

1.2.5.Party A is obliged to bear the cost increase caused by the increase in demand.

1.2.6   Party A is obliged to protect the confidentiality and exclusivity of technical

information of Party B .

1.3.Party B Rights:

1.3.1.Party B has the right to know the basic information and financial status of Party As business.

1.3.2.Party B has the right to extend the developing time based on the Party A s problem.

1.3.3.Party B has the right to increase the charging based on the actual costs and Party As extra requirements.

1.3.4.Party B has the right to keep the ownership of tooling and intellectual property before receiving all payments from Party A.

1.4.Party B obligations

1.4.1.Party B is obliged to finish the project based on Project contentand Project treaty.

1.4.2.Party B is obliged to transfer the ownership of the project after receiving all required payments from Party A.

1.4.3.Party B is obliged to protect the confidentiality and exclusivity of technical information of Party A projects.


2. Secret clause


2.1. The information contained in this agreement shall be strictly confidential and shall not be disclosed to third parties without the permission of the other party. In the event of such a situation, both parties shall have the right to require the defaulting party to make corresponding compensation.


3. Default clause


3.1.If Party A fails to pay Party B the full amount or does not pay the required fees on time exceeding [ ] days, The Party B can terminate the contract unilaterally and has the right to claim all loses incurred to the Party A.

3.2.If Party B can not finish the project timely based on Project treaty, the Party B need to bear the loss of Party A within the total amount of the contract.  If the time being extended by the problem of Party A (Such as frequent modification or late confirmation of information.), the Party B do not need to bear anything.

3.3.If  Party A cancel the project without any issue from Party B, Party A should compensate Party B twice the incurred amount.

3.4.If Party B reveals technical secrets during research and development to the third party, Party A is able to cancel the project without any duty, and Party B shall bear all losses.


4. Settlement of disputes


All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached through negotiation, the case shall then be submitted for arbitration to Shanghai International Economic and Trade Arbitration Commission (Shanghai) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties. The arbitration language is Chinese.

4. Other clause 

5. 5.1.This Agreement shall become effective on the date of signature and seal.

5.2.This Agreement is in two (2) copies, each party have one (1) copy, which has the same legal effect.

If there is any inconsistency between Chinese and English version, the Chinese version prevails.


Party A:

Legal representative


Party B:

Legal representative

Article Download from here:  Tailor-made R&D Agreement Template.docx

Go Back 】 | 【 Print 】 | 【 Close this window

Contact us
Tel: +86-17823581051
Fax: +86-400111002
ADD: C8,High-Tech Industrial Area,Cixi,Zhejiang,China 315331
Official Social Media
Moreebiz Moreebiz
Copyright © Moreebiz All Rights Reserved. moreebiz.com value moreebiz.com Alexa/PageRank Web Directory
Moore Ebiz | More Ebiz |