A technical agreement is a legal contract between two or more parties that sets forth the terms and conditions under which technical services will be provided. The agreement spells out the scope of work to be performed, the parties' respective roles and responsibilities, and applicable terms and conditions.
The technical agreement can be used for a variety of technical services, such as consulting, engineering, or technical support. Although technical agreements are most commonly used in business-to-business relationships, they can also be used in other contexts, such as when a contractor agrees to provide technical assistance to a government agency.
Below is a list of common sections included in Technical Agreements. These sections are linked to the below sample agreement for you to explore.
**Confidential portions have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission (the “Commission”)**
General Technical Agreement
This General Technical Agreement (this “ Agreement ”) is entered into as of July 24, 2016 (the “ Effective Date ”) by and between Oramed Ltd. , a company organized under the laws of the State of Israel, with its offices at 2/4 Kefar Hi-tech, PO Box 39098, Jerusalem, 91390, Israel, and with the following facsimile number +972-2-566-0004 and email address josh@oramed.com (“ Oramed ”), and PREMAS Biotech Pvt. Ltd , a company organized under the laws of India, with its offices at Plot 77, Sector 4, IMT Manesar, Gurgaon 122050, Haryana, India, and with an email address prabuddha.kundu@premasbiotech.com (“ Premas ”).
Whereas , Oramed controls rights covering the compound known as ORMD-0801;
Whereas , Oramed and Premas entered into manufacturing agreements dated July 2013, May, 2014 and December, 2014 amongst others (the “ Manufacturing Agreements ”) pursuant to which Premas was designated as a contract manufacturer for the production and supply of Soybean Trypsin Inhibitor/SBTI (the “ Product ”);
Whereas , Oramed entered into a Technology License Agreement (“ License Agreement ”) with Hefei Tianhui Incubator of Technologies Co., Ltd. (“ HTIT ”), a corporation organized and existing under the laws of the People’s Republic of China (the “ PRC ”) pursuant to which, inter alia , Oramed granted HTIT exclusive rights to pre-commercialize, manufacture and commercialize the Products (including the oral insulin soft gelatin capsule and SBTI that is needed for making this capsule product) in the PRC, Macau and Hong Kong (the “ Licensee Territory ”);
Whereas , as part of the License Agreement, Oramed undertook to provide technical information to enable HTIT to manufacture the SBTI in the Licensee Territory (the “ Purpose ”); and
Whereas , Oramed has requested Premas, and Premas has agreed to transfer such information to Oramed and to collaborate with Oramed to ensure the transfer to HTIT of such information, all in accordance with the terms and conditions set out in this Agreement;
Now, therefore , in consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:
| 1. | The Services . Premas hereby agrees to collaborate with Oramed and develop the scalable process for production of SBTI at [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] kgs/week (while maintaining the same quality and characteristics of the SBTI currently manufactured by Premas pursuant to the Manufacturing Agreements). In this respect, Premas will transfer to Oramed that technical information set out in Annex 1 hereto (the “ Technical Information ”) as well as Premas’ developed production process to produce [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] batches of SBTI at each batch size of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] kg per week at HTIT’s facility in the Licensee Territory (and Oramed will thereafter make same available to HTIT in accordance with Oramed’s undertakings to HTIT in the License Agreement as noted below in Section 3.2). Premas will have the option to additionally make best efforts to develop and transfer a process to produce [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] kg per week at HTIT’s facility in the Licensee Territory upon discussions with Oramed which will be covered under a separate agreement It is hereby clarified and agreed that while it is HTIT’s responsibility to design, build and commission such manufacturing facilities of various scales, Premas will make best efforts to transfer and guide said development, especially regarding the space layout, equipments specifications, process (flow and parameters), utilties, commissioning, operational procedures, qualifications and validations, raw materials selection and specifications (including the analytical methods and instruments), analytical methods (including the instrument requirement) for in-process controls, intermediates, and final products, and related documents. Such collaboration and assistance by Premas shall hereinafter be referred to as the “ Services ”. For clarity, it is Premas’ responsibilities (1) to transfer the SBTI manufacturing process and technology at batch size of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] kg per week to HTIT, (2) to guide HTIT to design and construct and validate the SBTI manufacturing facility at batch size of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] kg per week, (3) to achieve [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] batches of SBTI at each batch size of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] kg per week at HTIT’s facility after maximum [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] at the same facility, (4) to prepare and provide HTIT all the technical documents (like drawings, specifications, operatioan procedures, protocols for qualifications and validations, etc.) related to the manufacturing process and quality controls and train HTIT staff so that HTIT’s facility can be run under GMP conditions, and (5) to generate, prepare and provide HTIT all the technical information set out in Annex 1. Premas shall provide the Services in coordination with Oramed, and in a professional, competent and timely manner. |