Technology Transfer Agreement (Philippines)
TECHNOLOGY TRANSFER AGREEMENT
Intellectual Property Code (RA 8293, 1997) — Sections 85-103 (Technology Transfer) | Foreign Investments Act (RA 7042) | BSP Circular 645 (2009)
This Technology Transfer Agreement ("Agreement") is entered into as of [Effective Date]
BETWEEN:
[Transferor Name], with address at [Transferor Address] ("Transferor"); AND
[Transferee Name], with address at [Transferee Address] ("Transferee").
1. TECHNOLOGY
1.1 The Transferor owns and has developed the following technology ("Technology"): [Technology Description]
1.2 The Technology may include patents, patent applications, trade secrets, know-how, technical data, processes, designs, and related documentation, as further detailed in the schedule attached to this Agreement.
2. TECHNOLOGY TRANSFER
2.1 Subject to the terms of this Agreement and payment of the royalties, the Transferor grants the Transferee a [Transfer Scope] right to use the Technology in [Territory] for a term of [Term].
2.2 Training and technical support: [Training Included]. Where included, the Transferor shall provide reasonable technical assistance and training to enable the Transferee to effectively implement the Technology.
2.3 This Agreement does not contain any provision prohibited under Section 87 of the Intellectual Property Code (RA 8293), including provisions that impose restrictions on the volume of production, mandate the use of the Transferor's personnel, or grant the Transferor the right to interfere in the Transferee's management.
3. ROYALTIES AND PAYMENTS
3.1 In consideration for the rights granted, the Transferee shall pay the Transferor: [Royalty Rate]
3.2 All royalty payments to a foreign Transferor shall be subject to Philippine withholding taxes under the National Internal Revenue Code (NIRC) and applicable tax treaties. The Transferee shall register any foreign exchange remittances with the Bangko Sentral ng Pilipinas (BSP) under BSP Circular 645 where required.
4. CONFIDENTIALITY
4.1 The Transferee agrees to maintain the Technology and all related information in strict confidence using no less than the same degree of care it applies to its own confidential information, and in any event no less than reasonable care. The Transferee shall restrict access to the Technology to its employees and contractors who have a need to know and who are bound by written confidentiality obligations.
4.2 The confidentiality obligation shall survive the termination of this Agreement for a period of five (5) years.
5. IMPROVEMENTS
5.1 Any improvements to the Technology developed solely by the Transferee during the term of this Agreement shall be owned by the Transferee. Any improvements developed jointly shall be jointly owned. The Transferee hereby grants the Transferor a non-exclusive, royalty-free license to any Transferee improvements.
6. GOVERNING LAW
6.1 This Agreement is governed by the Intellectual Property Code of the Philippines (RA 8293, 1997) and the laws of the Republic of the Philippines. Disputes shall be submitted to the IPOPHL Bureau of Legal Affairs or the appropriate Regional Trial Court in the Philippines.
Transferor
________________
Signature
Transferee
________________
Signature
What Is a Technology Transfer Agreement (Philippines)?
A Technology Transfer Agreement in the Philippines sets out the mutual obligations the parties accept and the terms that govern their dealings.
Section 85 of RA 8293 defines a technology transfer arrangement broadly to include contracts or agreements involving the transfer of systematic knowledge for the manufacture of a product, the application of a process, or the rendering of a service — including management contracts, franchise agreements, know-how agreements, technical assistance agreements, and licensing of intellectual property rights. This broad definition means that many commercial contracts beyond traditional patent licenses may be subject to the TTA provisions of RA 8293, including the prohibited clauses under Section 87.
Section 87 of RA 8293 lists provisions that are automatically void in TTAs, reflecting the Philippine government's policy of preventing foreign technology owners from imposing unreasonable restrictions on Philippine recipients that would hinder industrialization and technology development. These include clauses that restrict the use of competing technologies, require exclusive grantback of improvements without compensation, restrict exports, or fix the prices of products produced using the transferred technology.
For government-funded research, the Technology Transfer Act of 2009 (RA 10055) requires state universities, colleges, and research institutions to implement technology transfer and commercialization programs and to establish technology transfer offices (TTOs). The Department of Science and Technology (DOST), through the Philippine Council for Agriculture, Aquatic and Natural Resources Research and Development (PCAARRD) and the Technology Application and Promotion Institute (TAPI), supports TTA development and enforcement.
The legal framework governing the Technology Transfer Agreement (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a Technology Transfer Agreement (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.
When Do You Need a Technology Transfer Agreement (Philippines)?
A Technology Transfer Agreement is needed whenever proprietary technology is transferred or licensed between parties for commercial exploitation in the Philippines.
A foreign multinational corporation that licenses its patented manufacturing process, proprietary formula, or technical know-how to a Philippine subsidiary or joint venture partner needs a Technology Transfer Agreement to document the terms of transfer, royalty rates, and compliance with Section 87 of RA 8293's prohibited clauses.
A Philippine research university or state research institution that has developed an invention through government-funded R&D must commercialize the technology through a TTA with a private sector partner under the Technology Transfer Act of 2009 (RA 10055) and the Implementing Rules issued by the DOST-Technology Application and Promotion Institute (TAPI).
A Philippine pharmaceutical company that licenses a drug formulation or manufacturing process from a foreign licensor under a technology transfer arrangement must comply with the IP Code's TTA provisions and, where the drug is regulated by the Food and Drug Administration (FDA) under RA 9711 (2009), obtain FDA approval for the transferred formulation.
An agricultural technology company that transfers crop improvement technology, fertilizer formulations, or irrigation system technology to Philippine cooperatives or agribusinesses under programs supported by the Philippine Council for Agriculture, Aquatic and Natural Resources Research and Development (PCAARRD) needs a TTA compliant with RA 8293 and the DOST's implementing guidelines.
A franchise agreement that involves the transfer of a franchisor's business system — including proprietary recipes, operational processes, and trade secrets — to a Philippine franchisee constitutes a TTA under Section 85 of RA 8293 and must be structured to avoid the prohibited provisions of Section 87.
Parties in Philippines should prepare a Technology Transfer Agreement (Philippines) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Technology Transfer Agreement (Philippines)
A valid Philippine Technology Transfer Agreement must include the following essential elements.
Identification of Technology: Precise description of the technology being transferred or licensed, including: patent numbers and titles for patented inventions (IPOPHL patent registration); descriptions of unpatented know-how, trade secrets, and proprietary processes; and software or technical documentation specifications.
Scope of Transfer or License: Whether the agreement effects a transfer of ownership or a license; if a license, whether it is exclusive, sole, or non-exclusive; the territory (Philippines only or broader); and the permitted field of use.
Duration: The term of the agreement and conditions for renewal, consistent with the principle that restrictions on post-termination use of technology are prohibited under Section 87(j) of RA 8293.
Royalties and Consideration: Royalty rates (percentage of net sales or net profits), lump-sum payments, milestone payments, and minimum royalty guarantees. Royalty remittance requirements — including Bangko Sentral ng Pilipinas (BSP) Foreign Exchange Form 3 (FX Form 3) for remittances above USD 10,000 — and withholding tax under the NIRC.
Technology Package: Description of what will be delivered — blueprints, process manuals, training, technical assistance, software, and documentation — and the timeline for delivery.
Confidentiality of Know-How: Obligations on the recipient to maintain confidentiality of trade secrets and technical know-how, consistent with Section 291 of RA 8293 on trade secrets.
Compliance with Section 87 Prohibited Clauses: Confirmation that the agreement does not contain any of the automatically void provisions listed in Section 87 of RA 8293, including export restrictions, tied purchasing, exclusive grantback without compensation, and post-termination use restrictions.
IPOPHL Documentation: For patent licenses, the obligation to record the technology transfer arrangement with the IPOPHL under Sections 103 and 149 of RA 8293.
Governing Law: Philippine law with dispute resolution through IPOPHL Bureau of Legal Affairs or arbitration under the ADR Act (RA 9285, 2004).
Additional compliance elements for a Technology Transfer Agreement (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Technology Transfer Agreement (Philippines) (Philippines) [Legal document template]. Forms Legal. https://forms-legal.com/philippines/business/intellectual-property/technology-transfer-agreement-philippines
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year = {2026},
howpublished = {\url{https://forms-legal.com/philippines/business/intellectual-property/technology-transfer-agreement-philippines}},
note = {Free legal document template. Based on Revised Corporation Code (RA 11232, 2019)}
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Frequently Asked Questions
Section 87 of the Intellectual Property Code of the Philippines (RA 8293, 1997) lists provisions in technology transfer arrangements that are automatically void as contrary to public policy. These prohibited provisions include: (a) clauses that grant the licensor the right to intervene in the management or operations of the licensee entity; (b) clauses that obligate the licensee to purchase all raw materials, intermediates, components, and equipment exclusively from the licensor or its designees (tied purchasing); (c) clauses that prevent the licensee from obtaining raw materials or components from other sources at prices lower than those offered by the licensor; (d) clauses that prohibit the licensee from exporting the technology recipient's products to countries where the licensor does not have trademark protection or has not applied for it; (e) clauses that restrict production volumes or impose production ceilings that are not related to quality control or royalty calculation; (f) clauses that prohibit the licensee from adapting the imported technology to local conditions or from developing and using local technology where this does not compromise the licensor's quality standards; (g) clauses that require the licensee to pay royalties to the licensor for patents that have expired, lapsed, or been invalidated; (h) clauses that obligate the licensee to assign to the licensor all improvements and inventions made by the licensee using the licensed technology (exclusive grantback), without equivalent compensation or a reciprocal license to the licensee; (i) clauses requiring the licensee to use the licensor's staff or designees for operational management; and (j) clauses that restrict the use of the technology after the expiration of the TTA. These void provisions apply regardless of the choice of law clause in the agreement.
Royalties paid under a Technology Transfer Agreement in the Philippines are subject to taxation under the National Internal Revenue Code (NIRC) as amended by the TRAIN Law (RA 10963, 2017). For royalties paid by a Philippine licensee to a non-resident foreign corporation, the withholding Final Tax rate is 25% of the gross royalty amount under Section 28(B)(1) of the NIRC. For royalties paid to non-resident alien individuals not engaged in trade or business in the Philippines, the rate is also 25% under Section 25(B). These rates may be reduced under applicable tax treaties — for example, the Philippines-Japan Convention reduces royalties withholding to 10-15%; the Philippines-Germany treaty to 10-15%; and the Philippines-Singapore treaty to 10-15% depending on the type of royalty. The Philippine licensee must withhold the tax at source and remit to the Bureau of Internal Revenue (BIR) using BIR Form 0601-F within 10 days of the end of the relevant month. For royalties paid to a domestic Philippine corporation or resident individual, the Expanded Withholding Tax (EWT) rate is 20% under BIR Revenue Regulations No. 11-2018. Royalty payments are also generally subject to 12% Value Added Tax (VAT) under Section 108 of the NIRC, unless the service is exported (zero-rated). Where royalties are remitted abroad in foreign currency, remittances above USD 10,000 require a Bangko Sentral ng Pilipinas (BSP) Foreign Exchange Form 3 (FX Form 3) filed through a BSP-authorized agent bank.
The Technology Transfer Act of 2009 (Republic Act 10055) is a Philippine law that governs the ownership, management, use, and commercialization of intellectual property generated from government-funded research and development (R&D) activities conducted by state universities, colleges, research institutions, and government agencies. RA 10055 was modelled on the US Bayh-Dole Act (1980) and seeks to accelerate the commercialization of publicly funded research by vesting intellectual property rights in the research institutions that created them — rather than in the government funding agency — with the expectation that institutions will actively license or commercialize the IP through industry partnerships. Under Section 5 of RA 10055, state universities, colleges, and government research institutions that receive government funding for R&D must establish a Technology Transfer Office (TTO) to manage IP assets, develop technology commercialization programs, and negotiate Technology Transfer Agreements with private sector partners. The Department of Science and Technology (DOST), through the Technology Application and Promotion Institute (TAPI) at tapi.dost.gov.ph, provides guidance and capacity-building support for TTOs. The Commission on Higher Education (CHED) and DOST jointly issue implementing guidelines for university technology transfer.
A Technology Transfer Agreement (Philippines) does not legally require a lawyer in Philippines, and individuals and businesses may draft and execute the document independently. The Revised Corporation Code (RA 11232, 2019) does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Philippines lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Supreme Court of the Philippines has jurisdiction over disputes arising from this type of document, and Securities and Exchange Commission (SEC Philippines) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
A Technology Transfer Agreement (Philippines) does not legally require a lawyer in the Philippines, though legal advice is recommended. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contracts. The Securities and Exchange Commission (SEC) regulates corporate documents. The Department of Labor and Employment (DOLE) oversees employment agreements. The Data Privacy Act of 2012 (Republic Act No. 10173) and National Privacy Commission (NPC) impose data protection obligations. The Bureau of Internal Revenue (BIR) requires tax compliance. Forms-legal.com provides this template as a starting point — always review with a qualified Philippine attorney for significant transactions. Under Philippines law, Revised Corporation Code (RA 11232, 2019), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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