Technology transfer agreements (TTAs) govern the transfer of technology between parties. The Ghana Investment Promotion Centre regulates TTAs and registers agreements that last at least 18 months. TTAs can involve intellectual property licensing, technical expertise, know-how transfer, or management services. The regulations prohibit restrictive clauses in TTAs and require training of transferee personnel.

1. TECHNOLOGY TRANSFER
AGREEMENTS (TTA)
16.04.2018
MUC 2016 B
CLASS PRESENTATION

2. Technology
Transfer
 Simply put, technology transfer is the process by which
a technology, expertise, know-how or facilities
developed by one individual, enterprise or
organization is transferred to another individual,
enterprise or organization.
 Effective technology transfer results in
commercialization of a new product or service or in the
improvement of an existing product or process.

3. TTA
 The sale and purchase of the exclusive rights to a
patented technology or of the permission to use a given
technology or know-how, takes place through legal
relationships between the owner of the exclusive rights
or the supplier of the know-how, called the “transferor”,
and the person or legal entity which acquires those
rights or that permission or receives that know-how,
called the “transferee.”

4. TTADEFINED
 Technology Transfer Arrangement refers to contracts or
agreements, including renewals thereof, involving the
transfer of systematic knowledge for the manufacture of
a product, the application of a process, or rendering of a
service including management contracts; and the
transfer, assignment or licensing of all forms of
intellectual property rights, including licensing of
computer software except computer software
developed for mass market. (1)
1. https://www.ipophil.gov.ph/services/ip-business2/technology-transfer-arrangement Accessed 16.04.2019
2. https://www.ghanaweb.com/GhanaHomePage/business/GIPC-gets-tough-on-Technology-Transfer-Agreement-638075# Accessed 16.04.2019

5. TTADEFINED
 Technology Transfer Agreement, backed by law, with
GIPC as the regulator, are a relationship between an
indigenous company and its parent company abroad or
external company, where there is a provision of some
service from the external company to its local
subsidiary in Ghana (2)
1. https://www.ipophil.gov.ph/services/ip-business2/technology-transfer-arrangement Accessed 16.04.2019
2. https://www.ghanaweb.com/GhanaHomePage/business/GIPC-gets-tough-on-Technology-Transfer-Agreement-638075# Accessed 16.04.2019

6. MainTechnology
Transfer
Agreements
 The legal relationship between transferor and
transferee is essentially contractual in nature,
 which means that the transferor of the technology
consents to transfer and the transferee consents to
acquire the rights, the permission or the know-how in
question.
 There are various methods and legal arrangements
through which technology may be transferred or
acquired, and the following overview briefly outlines
the main ones.

7. MainTechnology
Transfer
Agreements
 The Sale or Assignment of IP Rights
 The first legal method is the sale by the owner of all his or its exclusive rights to,
say, a patented invention and the purchase of those rights by another person or
legal entity. When its owner to another person or legal entity transfers all the
exclusive rights to a patented invention, without any restriction in time or any other
condition, it is said that an “assignment” of such rights has taken place.
 Similar principles and characteristics apply to the assignment of other objects of
industrial property (e.g. trademarks and industrial designs) and copyright.
 2. License or License Contract
 The second legal method is through a license, that is, the permission by the owner
of a patented invention to another person or legal entity to perform, in the country
and for the duration of the patent rights, one or more of the “acts” which are
covered by the exclusive rights to the patented invention in that country.
 When that permission is given, a “license” has been granted. It may be recalled that
those “acts” are the “making or using of a product that includes the invention, the
making of products by a process that includes the invention or the use of the
process that includes the invention.”
 The license is usually granted subject to certain conditions, which will be set out in
the written document by which the license is granted to the licensee.
 The licensee of will obviously relate one of the conditions to the payment money or
some other consideration in return for the license that is granted.
 Another condition might be that the invention will be used by the licensee only for
the manufacture of products destined for a specific use, as, for example, the
manufacture of a pharmaceutical product for use by humans but not for use on
animals.

8. MainTechnology
Transfer
Agreements
 Know-How Contract
 The third of the three principal legal methods for the transfer and acquisition of technology
concerns know-how.
 It is possible to include provisions concerning know-how in a document that is separate from
a license contract. It is also possible to include such provisions in a license contract. 18.The
know-how may be communicated in a tangible form.
 Documents, photographs, blueprints, computer cards, and microfilm, among others, are
illustrations of tangible forms.
 Examples of know-how that could be transmitted in such forms are architectural plans of
factory buildings, diagrams of the layout of the equipment in the factory, drawings or
blueprints of machines, lists of spare parts, manuals or instructions for the operation of
machines or the assembly of components, lists and specifications of new materials, labor and
machine time calculations, process flow charts, packaging and storing instructions, reports on
stability and environmental aspects, and job descriptions for technical and professional
personnel.
 Franchise
 Commercial transfer of technology may also take place in connection with the system of
franchising of goods and services.
 A franchise or distributorship is a business arrangement whereby the reputation, technical
information and expertise of one party are combined with the investment of another party for
the purpose of selling goods or rendering services directly to the consumer.
 The outlet for the marketing of such goods and services is usually based on a trademark or
service mark or a trade name and a special décor (the “look”) or design of the premises.The
license of such a mark or name by its owner is normally combined with the supply by that
owner of know-how in some form, either technical information, technical services, technical
assistance or management services concerning production, marketing, maintenance and
administration.

9. MainTechnology
Transfer
Agreements
 Acquisition of Equipment and their Capital Goods
 The commercial transfer and acquisition of technology can take place with the sale purchase
of equipment and other capital goods.
 Examples of capital equipment are machinery and tools needed for the manufacture of
products or the application of a process. Sales and purchases of capital goods and their
import into the country can be considered, in a sense, technology transfers transactions.
 Consultancy Arrangements
 The help of an individual consultant or a firm of consultants that will give advice and
render other services concerning the planning for, and the actual acquisition of, a
given technology can be useful, if not indispensable, for such enterprises, entities and
governments that wish to acquire technology from enterprises in other countries. In
such a business arrangement not only is help received in acquiring the technology but
the experience gained and the lessons learned in engaging and working with the
individual consultant or firm of consultants will be valuable knowledge that can serve
to better carry out future projects.
 Joint Venture Agreements
 A joint venture is a form of alliance between two separate companies.
 There are two fundamental forms of joint venture, the equity joint venture and the
contractual venture.
 The equity joint venture is an arrangement whereby a separate legal entity is created in
accordance with the agreement of two or more parties.
 The contractual joint venture might be used where the establishment of a separate legal
entity is not needed or where it is not possible to create such an entity.
 The different legal methods for the commercial transfer and acquisition of technology can be
used in either form of joint venture arrangement.

10. MainTechnology
Transfer
Agreements
 The Turn-Key Project
 In certain instances, two or more of the business
arrangements, and hence the legal methods that they
reflect, can be combined in such a way as to entrust the
planning, construction and operation of a factory to a
single technology supplier, or to a very limited number of
technology suppliers.
 Thus, the “turn-key project” may involve a comprehensive
arrangement of certain of the legal methods, whereby one
party undertakes to hand over to his client—the
technology recipient—an entire industrial plant that is
capable of operating in accordance with agreed
performance standards. More usually, the turnkey project
involvesthe undertaking by one party to supply to the
client the design for the industrial plant and the technical
information on its operation.

11. TTADEFINED–
ACT865s.43
 “technology transfer agreement” means an agreement
with an enterprise which has a duration of not less than
eighteen months and which involves—
 the assignment, sale and licensing of all forms of industrial
property, except trademarks, service marks and trade names
when they are not part of transfer of technology;
 the provision of technical expertise in the form of feasibility
studies, plans, diagrams, models, instructions, guides,
formulae, basic or detailed engineering designs,
specifications and equipment for training, services involving
technical advisory and managerial personnel and personnel
training;
 the provision of technological knowledge necessary for the
installation, operation and functioning of the plant and
equipment, and turnkey projects; and
 the provision of technological knowledge necessary to
acquire, install and use machinery, equipment, intermediate
goods or raw materials which have been acquired by
purchase, lease or other means; (3)
3. GHANA INVESTMENT PROMOTION CENTRE ACT, 2013 (Act 865)

12. CATEGORIESBY
ACT865
 Agreements covering Industrial Property Rights
 These Agreements generally relate to the assignment, sale and
licensing of all forms of industrial property such as licenses,
trademarks, trade names, service marks, utility models and
patents.
 Agreements for the provision Technical Services/Assistance
 These Agreements generally relate to the provision of technical
expertise e.g. feasibility studies, plans diagrams, models
instructions, guides or formulae.
 Agreements covering the transfer Know-How
 These agreements generally relate to the provision of
technological knowledge necessary to acquire, install and use
machinery, equipment, intermediate goods or raw materials which
have been acquired by purchase,lease or other means.
 Agreements for the provision of Management Services
 These Agreements generally cover services related to the day-to-
day management of a Ghanaian enterprise by a foreign
enterprise. (4)
4. http://www.mondaq.com/x/743718/Trademark/Technology+Transfer+Administration+In+Ghana Accessed on 16.04.2019

13. REGULATION
TheGhana
Investment
PromotionCentre
Act,2013(Act865)
 Registration & maintain records of all TTA - Ss.4,
37(2),(3)
 Review TTAs before registration s.37 (4)(a) and
 Monitor compliance after registration s.37 (4)(b)
 Renew TTAs working with relevant regulator of the
centre s.37(6)
 Further regulations by other regulations in force especially
s.37 (7)
 The Technology Transfer Regulations, 1992 (L.I. 1547).
 NOTE:
 TTA registered with the GIPC before the commencement of
this Act is deemed to be registered with the Centre
established by this Act s.44

14. REGULATION
The Technology
Transfer
Regulations, 1992
(L.I. 1547)
 The Minister in consultation with the Board may by
legislative instrument make Regulations to prescribe
for matters relating to technology transfer;
 The Technology Transfer Regulations, 1992 (L.I. 1547)

15. Limitations/Constr
aints on
Prospective
Applicants
 The Agreement must have duration of not less than
eighteen (18) months and not more than ten (10) years -
Act 865 and L.I. 1547 S. 9
 For renewal applications, the duration of a TTA must not
exceed five (5) years S.9
 The Transferee under a technology transfer agreement
is obliged to provide training on the services being
provided to the Transferee.
 If the technology is available

16. Unenforceable
ClauseLI1547-
S4
 (a) clauses transferring technology which is freely and
easily available in Ghana;
 (b) clauses which restrict the volume of production or
the sale of the transferee’s products in the transferee’s
country; or
 (c) clauses which completely prohibit the exportation of
the transferee’s products or the right to export to
specific geographical areas other than to areas where
the transferor has previously granted exclusive rights to
third parties; or

17. Unenforceable
ClauseLI1547-
S4
 (d) clauses which require—
 (i) the transferee to export exclusively through the
transferor or on unfavorable terms; or
 (ii) the transferor’s prior permission before any export
transaction is made; or
 (iii) the transferee to a pay additional royalty on export
sales; or
 (e) clauses which impose an obligation on the
transferee to acquire or procure its inputs including
equipment, tools, parts, raw materials or intermediate
products exclusively from the transferor or any other
person or a specific source; except where such inputs
are not commercially available elsewhere or such
inputs are special to the technology supplied or are
required to meet the specifications of products to be
produced either under license or trademark; or

18. Unenforceable
ClauseLI1547-
S4
 (f) clauses which impose on the transferee an obligation to employ
personnel to be appointed by the transferor whose remunerations
shall be provided by the transferee, unless in the opinion of the
Centre the obligation is considered indispensable, taking into
account the work to be performed by the personnel in respect of
the transferred technology; the remuneration for it compares
favorably with what prevails in the international market for similar
services to be performed by the personnel and in any such case
the provision of the services is supported by a properly drawn-up
Management or Technical Services Agreement; or
 (g) clauses which provide for the obligatory transfer by the
transferee of improvements or innovations introduced or
developed, or patents acquired by the transferee in respect of the
licensed technology to the transferor, except that such a clause,
excluding patents acquired by transferee, may be permissible
where they are mutual or reciprocal; or (h) clauses which require
payment for patent and other industrial property rights after their
expiration, termination or invalidation; or

19. Unenforceable
ClauseLI1547-
S4
 (i) clauses which prohibit the manufacture or sale or both of products
based on the technology transferred on the expiration of the agreement,
or prohibit the use of licensed technical know-how acquired from the
use of the licensed technology after the expiry of the agreement; or
 (j) clauses which are designed to prevent the transferee from contesting
or assisting in determining, either administratively or by means of
judicial proceedings, the validity of industrial property rights claimed
or secured in Ghana by the transferor; or
 (k) clauses which restrict R & D (research and development) activities of
the transferee to improve and adapt the licensed technology or restrict
the transferee access to continue improvements in techniques and
processes related to the licensed technology ; or
 (l) clauses which forbid the use by the transferee of complementary
technologies; prevent the manufacture of products different from those
covered by the agreement or prevent the manufacture of products
similar to those covered by the technology transfer agreement; or
 (m) clauses which require the consent of the transferor before any
modifications to products, processes or plants can be effected by the
transferee or which impose on the transferee obligations to introduce
unnecessary designs; except where the licensed technology is used to
manufacture specific products under a license or trademark; or

20. Unenforceable
ClauseLI1547-
S4
 (n) clauses which limit the scope, volume of production or the sale
or resale prices of the products manufactured by the transferee; or
 (o) clauses which impose on the transferee an obligation to sell all
its manufactured products to the transferor at a price fixed by the
latter or to any other person or enterprise designated by the
transferor; except that this provision shall not apply where—
 (i) the transferee is engaged exclusively in the manufacture of
intermediate products, parts or components for subsequent
transformation, assembly or finishing by the transferor, and the
transferor is the sole potential buyer of such intermediate goods;
or
 (ii) the requirement is related exclusively to certain export
markets; or
 (iii) the transferor can prove that it possess an adequate
distribution system or enjoys sufficient prestige in the trade to be
able to market the products covered by the agreement more
efficiently than the transferee. Provided always that the transferee
shall at all times not be coerced into any such transaction.

21. KeyProvisions
 Regulation 3—No Restriction on Registration. Subject to
the other provisions of these Regulations, no restrictions
shall be imposed on the registration of a technology
transfer agreement.
 Regulation 8—Confidentiality Obligation of Transferee.
 (1) The transferee shall keep the licensed know-how
confidential and use it only for its own production
 during and after the expiration of the agreement.

22. KeyProvisions
 (2) The transferee shall not, except with the consent of the
transferor and on terms acceptable to both
 parties, sub-license the licensed know-how.
 Regulation 9—Duration of Agreement.The duration of a
technology transfer agreement shall be for a period not
exceeding ten years, but an agreement may be renewed
where it is considered desirable by the parties for
subsequent terms each not exceeding five years.
 Regulation 10—Applicable Law.Technology transfer
agreements made under the Code or regulations made
thereunder shall be governed by the laws of Ghana
 Regulation 14—Payment for Technology. Royalty in respect
of know-how patents and other industrial property rights
shall range from 0% to 6% of net sales of the technology
recipient.

23. CHALENGES
 Delays in submission to GIPC,
 Constrains to quick review of TTA by the Centre, and
 The requirement of second regulatory approval for
renewal for TTA

24. Failureto
Comply
 Failure to register a TTA with the GIPC is a breach of the
GIPC Act 2013, Act 865 and L.I 1547 which was liable to
a summary conviction (5)
 a company which fails to register its TTA with the GIPC
cannot legally transfer fees and charges to the
Transferor in relation to technology transferred.
 The GIPC may also suspend, cancel or revoke the
registration and advise Bank of Ghana to suspend any
remittance and incentives granted to the company
among others if you fail to register (6)
5. http://www.gipcghana.com/press-and-media/618-we-are-ready-to-partner-you-gipc-tells-stakeholders-in-compliance-to-tta-s-technology-transfer-agreement.html Accessed 16.04.2019
6. Mrs. Naa Lamle Orleans-Lindsay, We Are Ready To Partner You’- GIPC Engages on TTA’s (Technology Transfer Agreement), www.gipcghana.com Accessed 16.04.2019

25. ThankYou  DISCUSSION