Abstract:Interest-driven is one of the key factors for the effective transformation of sci-tech achievements.The reasonable distribution of benefits is to respect the autonomy of will of the parties and follow the principle of contract priority.It helps to clarify complex interest relations and overcome the shortcomings in current legal provisions,which also conforms to the legal philosophy of autonomy of will in private laws.In the application of principle of agreement priority,validity of agreement is the prerequisite.The judgment to the validity of agreement is mainly prescribed in regulations related to contract law and labor law.The profit distribution in transformation of employee sci-tech achievements is not necessarily subject to legal minimum standards(except mandatory standards); the review of the rationalization of profit distribution contract focuses on its form.Considering that status of employer and employee is not equal,the application of the principle of agreement priority should be restricted so as to balance interests of all the parties and promote the transformation of employee sci-tech achievements.