Understanding Technology Transfer Agreements in Ghana

Technology Transfer Agreements: Eligibility, Compliance & N aa L am le Orleans-L indsay H ead L egal D ivision Liabilities

T echnology T ransfer Agreements: Eligibility , Compliance What is the GIPC s role in TTAs? & Liabilities GIPC is a state agency mandated under Act 865 to register , monitor and keep records of all TTAs. As the GIPC Act applies to all enterprises in Ghana, companies with TTAs in all sectors of the economy are obliged to submit their TTAs to the GIPC. This is applicable even for companies with sector specific regulators such as banks-BoG, Telcos-NCA, mining- Minerals Commission, petroleum-Petroleum Commission , insurance - NIA etc

T echnology T ransfer Agreements: Eligibility , Compliance What is a TTA? & Liabilities Under GIPC legislation a Technology Transfer Agreement (TTA) refers to an agreement Between a company in Ghana (Transferee) and a company outside Ghana related/non-related (Transferor) for a duration of 18 months-10 years (initial)/ 18months -5 years (renewal) which involves: assignment, sale and licensing of all forms of industrial property e.g., patents, industrial designs, trademarks provision of technical expertise provision of know-how ( information , data whether patentable or not including technical/commercial information relating to research, design, development manufacture, use or sale provision of managerial services and personnel training.

T echnology T ransfer Agreements: Eligibility , Compliance Key Legislations Governing TTAs In Ghana & Liabilities 1. GIPC Act 2013, Act 865 2. TTA Regulations 1992, L.I. 1547 These legislation set out provisions that must be included and excluded from TTAs including: Services must not be available in Ghana Governing law-Ghana law Taxes on royalties payable by Transferor General thresholds on transferable fees Obligation to include Training Schedule

T echnology T ransfer Agreements: Eligibility , Compliance The role of the GIPC in registering TTAs & Liabilities REVIEW RENEW REGISTER KEEP RECORDS MONITOR

T echnology T ransfer Agreements: Eligibility , Compliance DOCUMENTATION AND PROCEDURES FOR TTA REGISTRATION & Liabilities Submission of TTA Registration Form with supporting documentation (available on GIPC website for download) Payment of non-refundable application fee (GHC 11,760 initial applications, GHC 17640- renewal applications) Processing time between 4-6 weeks approximately for applications in good order. ( i.e. compliant with GIPC legislation) Applications not in good order will be returned to applicant with detailed legal opinion and instructions Applications in good order will be registered upon the payment of an approval fee based on duration and amount of fees to be transferred ( available on GIPC website)

T echnology T ransfer Agreements: Eligibility , Compliance Threshold of fees & Liabilities # Technology Type Allowable charges 1 Royalties for Intellectual Property 0-6% of net sales 2 Technical Services/ Assistance 0-3% of net sales 3 Know-how 0-2% of net sales 4 Management Services 0-2% of profit before tax 5 1-4 8%

T echnology T ransfer Agreements: Eligibility , Compliance What is the effect of registration/non- registration? & Liabilities Registration: Applicability and enforceability of agreement legal transfer of fees and charges outside Ghana under TTA (guarantees-transfer of profits/capital/dividends/fees) Non-applicability of offences and penalties Non-registration: inability to transfer fees under TTA. Illegal transfer of fees under TTA Unenforceability of TTA Summary conviction to a fine as well as other penalties

T echnology T ransfer Agreements: Eligibility , Compliance General Challenges to TTA Registration & Liabilities Non-compliance of TTA legislation Reluctance of Parent/Group companies to comply with GIPC legislation Delays in early submission of TTAs to the GIPC Renewal of TTA registrations require approval of GIPC and sector regulator

T echnology T ransfer Agreements: Eligibility , Compliance HELPFUL TIPS FOR CURRENT AND PROSPECTIVE TTA APPLICANTS & Liabilities Inform parent/group/transferor of existence of GIPC legislation on TTAs Recruit services of local lawyers to ensure that TTA is in compliance with legislation Submit TTA as early as possible preferably before services are to be received and paid for Contact Centre for assistance

T echnology T ransfer Agreements: Eligibility , Compliance The way forward & Liabilities Strong collaboration between GIPC and key stakeholders such as Bank of Ghana and GRA in registration and monitoring process Review of GIPC Act and Regulations to make TTA registration reflective of relevant best practices Continued review of GIPC processes with feedback for stakeholders to improve efficiency

THANK YOU CONTACT US Ghana Investment Promotion Centre Tel: +233 302 665125 / +233 302 665126 / +233 302 665127 Email: info@gipc.gov.gh