Technology transfer has been a common practice of most developing countries and countries in economic transition as they usually don�t have their own R&D and industries for producing the required technology. In transferring a technology there are a lot of factors to be considered. Most failures of technology transfer occur because of the failure to consider those factors. This paper focuses on the initial (though often forgotten) and crucial steps of technology transfer, Needs Assessment and Technology Assessment, and identifies factors involved in those steps. The study is based on a literature survey and case study analysis of technical, institutional, economic and environmental factors that should be considered in the needs- and technology assessment processes. The model that is developed serves as a guideline for technology transfer processes for developing countries. To validate the model, case studies from literature are used and discussed.