Nigeria - Register a Technology Transfer Agreements

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Procedure

All applicants for Technology Transfer Agreements are governed by the following rules:

Procedure for Registration

• The actual procedure can be outlined thus:
• Transferee sends in completed Application Form, Monitoring Forms, and NOTAP Questionnaire with a covering letter,copies of the Technology Transfer agreement, Memo and Articles of Association of the local company, and Registration Fees.
  • Application is evaluated by NOTAP.
  • If all is okay, the agreement is registered within 48 hours.
  • If there are problems (e.g. of monopoly pricing, restrictive business practices, export restrictions, high royalty rates, tie-in clauses, no training provision, etc.) the agreement is recommended for review.

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Required Documents

The documentation requirements are:

a) Duly completed Form A

b) License Agreement as approved by NOTAP or NCC

c) Demand Note from the beneficiary

d) Confirmation of Reasonableness of fees by NOTAP or NCC

e) Technical Service Agreement as approved by NOTAP

f) Evidence that the services were rendered locally (e.g. hotel bills and relevant pages of passport and air-tickets of the technical experts)

g) Certificate of satisfactory completion issued by the Nigerian employer.

h) Evidence of tax paid on the amount to be remitted

Office Locations & Contacts

National Office For Technology Acquisition and Promotion (NOTAP) - Head Office
No. 4, Blantyre Street, Off Ademola Adetokunbo Crescent,
Wuse II, PMB 5074 Wuse,
Tel:: +2347034637195, +234608444311
Email: [email protected]
Website: Link

Eligibility

All Individual or companies interested in Technology transfer agreements and other related software copyright licensing agreement,Intellectual property rights, industrial property rights, know-how, copyright and neighbouring rights in Nigeria.

Fees

Three different types of fees are usually approved for Software License Agreements depending on the components of the agreement and the request from the parties. The fees are:

1. Software License fee

• A lump-sum depending on the type of software product, the number of end-users and the prevailing rates of fees for similar products by the same licensor in the industry where the software is to be used.

2. Implementation fee

• A lump-sum depending on the obligations to be rendered by the licensor i.e. whether the implementation involves any/all of customization, upgrading, training etc.

3. Annual Technical Support (ATS) fee -

• A fee between 15% and 23% of the Software License fee. The payment of the fee should commence after the first year of implementation of the agreement and shall not last for more than 3 years.
• Technology transfer fees should be based on locally manufactured goods and not imported goods. Companies with several product lines should separate the net sales of each product in their audited accounts so as to pay royalty for specific product covered by the industrial property rights and not on the entire/total sales of the company.

Validity

The short certificate usually last for the period of 0ne -three (1-3) years.

Under the provisions of the Act, the period of 10 years is stipulated as the maximum duration of an agreement. NOTAP will, however, register agreements with longer terms where:

• (i) the technology proposed to be transferred is complex and it is proven to its satisfaction that the technology requires a longer duration for proper absorption, such as in Petro-Chemical Plants, Iron and Steel processing, Space and Computer Technologies;

• (ii) it is internationally recognised that the technology involved is a rapidly changing one and that the transferee requires to be kept abreast of the frequent changes/developments to remain competitive; for example in electronics, computers and telecommunications businesses;

• (iii) the licensee is granted the right to sub-license the technology over a period of 10 years:

• (iv) it is considered to be in the national interest of Nigeria .

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Videos explaining the procedure or to fill the applications. 
Attach videos using the following tag <&video type="website">video ID|width|height<&/video&> from external websites.
Please remove the "&" inside the tags during implementation.
Website = allocine, blip, dailymotion, facebook, gametrailers, googlevideo, html5, metacafe, myspace, revver, 
sevenload, viddler, vimeo, youku, youtube
width = 560, height = 340, Video ID = Can be obtained from the URL of webpage where the video is displayed.
e.g In the following url "http://www.youtube.com/watch?v=Y0US7oR_t3M" Video ID is "Y0US7oR_t3M". 
	

Instructions

(a) Technology contracts should include a provision whereby the recipient enterprises in Nigeria acquires explicit rights for the use and exploitation of the technology in question, and the period covering these rights should be clearly specified in the contract.

(b) In cases where the Nigerian enterprise is acquiring the right to practice a process, the concept of know-how should be clearly expressed and defined in the contract. In this connection, concepts such as technical information or technical services should only be treated as complementary to the know-how.

(c) Provision for capacity building must be part of all Agreements signed, and details on the Nigerians understudying the experts should be readily available/submitted, to ensure that skill is domesticated.

(d) All contracts should make provision for deduction of appropriate local taxes, such as withholding tax, etc.

(e) All agreements should incorporate research activities carried out in-house and also in collaboration with the Nigerian National Innovation System such as Universities, Research Institutes, private laboratories, Polytechnics, etc.

(f) Companies which sell imported products should separate the net sales of the imported products from the net sales of the locally manufactured products and this should be reflected in their Audited Accounts. Payment of technology fees should be based only on the locally manufactured products.

(g) All Nigeria Government Projects must be governed by Nigerian Laws of Arbitration and the seat of arbitration should be in Nigeria.

(h) There would be no approval for agreement based on assembling of Completely Knocked Down (CKD) parts brought into the country except payment for short term technical services relating to such project.

(i) The scope of services in technology transfer agreements should clearly state the services to be rendered by the transferor/licensor.

(j) The technology content of the agreement should state the methods for the domestication of technology, local raw material development, skills acquisition, etc.

(k) .A detailed plan for the local development and production of raw materials used in manufacture, as substitute for imported raw materials.

(l) Companies sourcing over 75% of its raw materials from abroad will not enjoy enhanced technology transfer fees, in particular, if it has been in operation in Nigeria for more than 5years without making efforts to source its raw materials locally. Companies in this category should render Technical Support Service and encourage indigenous entrepreneurs in that sector to produce raw materials or intermediary products that will meet the required standard.

(m) Evidence of registration of intellectual property e.g. trademark, patent, know-how

(n) Technology transfer agreements relating to food items such as bread, noodles, sausage, etc will no longer be approved because there is no technology content. Payment will only be approved where the agreement is for short technical services for installation, commissioning of plants, training, etc to enable the recipient company commence operation. However, 1-2% of net sales may be approved for a start-up company involved in this type of business to enhance its smooth take off.

Required Information

The key information required is as follows:

1.All applicants for IT Agreements must provide concrete evidence of Letter of Award / contract for supply from the end-users of the products or third parties.

2.The applicant should also submit a copy of certificate of installation for jobs done. All IT Agreements must complete Technology Transfer Agreement (TTA) Pre-Qualification Form in addition to the Application Form and NOTAP Questionnaire.

3. Applicants must submit invoices from the licensor for the payment of software license fees. The invoice(s) must cover the total remittable fees on the software license agreements and must also contain the names of the licensor, the licensee, types of software products and the end users

4. Detailed information on the licensor including the website, postal address etc should be provided.

Note

All Companies seeking to register technology transfer agreements in NOTAP through third parties are required to issue an authorization letter to their clients alongside the listed documents.

Need for the Document

Technology transfer, also called transfer of technology (TOT) is the process of transferring skills, knowledge, technologies, methods of manufacturing, samples of manufacturing and facilities among governments or universities and other institutions to ensure that scientific and technological developments are accessible to a wider range of users who can then further develop and exploit the technology into new products, processes, applications, materials or services. It is closely related to (and may arguably be considered a subset of) knowledge transfer

Technology transfer agreement: a patent licensing agreement, a know-how licensing agreement, a software copyright licensing agreement or a mixed patent, know-how or software copyright licensing agreement, including any such agreement containing provisions which relate to the sale and purchase of products or which relate to the licensing of other intellectual property rights or the assignment of intellectual property rights, provided that those provisions do not constitute the primary object of the agreement and are directly related to the production of the copyright products; assignments of patents, know-how, software copyright or a combination thereof where part of the risk associated with the exploitation of the technology remains with the assignor are also deemed to be technology transfer agreements.

The scope of the new rules not only covers patent and know-how * licensing agreements but also applies to design and model rights and software copyright licences. In cases where the Commission does not have the right to adopt a block exemption regulation, e.g. for agreements on patent pooling or the granting of copyright licences in general, the guidelines provide clear guidance on the future policy regarding the application of the rules. This regulation does not, however, concern licensing agreements relating to the subcontracting of R&D activities.

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