Expect otherwise provided for this local agreement, the parties agreed to be bound by all terms and conditions of the master agreement entered into between x and y on as if it were incorporated herein.
If there is any conflict between this local agreement and the master agreement, this local agreement shall prevail.
This purchase order shall be subject to the terms and conditions of the seller as amended from time to time.
Except for the articles x y and z, this LoI shall have no legal bounding force upon the parties.
序言常用词
This contract is made on the xx day of xx, 2006 at xx by and between the following parties:
X co., a limited liability company incorporated under the laws of the PRC, with its registered address at xx hereinafter referred to as party a, and
Y co.,
Party A and Party B are hereinafter referred to as a Party individually and as Parties collectively.
如果是多方
This Agreement (hereinafter referred to as “Agreement”) is made and entered into in xxplace as of the date by and between:
Xx company, established and existing under the law of , having its headquarters domiciled in Beijing, the PRC hereinafter referred to as Party A as one party,
Xx
Party A, Party B and Party C may be referred to as a Party individually and Parties collectively.
This agreement shall take effect on the date of ~~
This agreement shall be effective retroactively to the November 12th, 2007 and shall continue in full force and effect until earlier termination in accordance with section 7 termination.
Recital
Whereas party a and party b signed a memorandum of understanding dated xx agreeing to start friendly discussion on establishing a joint venture to jointly develop the project.
Whereas party a and party b reached initial agreement on establishing a joint venture to jointly develop the project
and signed the joint venture heads of agreement on june 1…
Whereas party a and party b have agreed to establish a joint venture according to terms and conditions of this joint venture contract to jointly develop the project.
NOW THEREFORE, it is agreed by both parties as follows
Both parties agree as follow
In consideration of the mutual promises and undertakings contained in this agreement, the parties agree as follows.
Definition~
In this agreement, where the context admits, the following expressions shall have the following meanings ```
The following expressions shall have the following meanings unless otherwise expressly required.
The following words and terms used in the agreement shall have, unless otherwise specified herein, the following meanings
The following words and expressions shall have the meaning stated in this contract, except where the context requires otherwise
Unless the context otherwise requires, the following words and or expressions shall have the following meanings. Unless the context requires otherwise, the words appearing in this agreement in full capital means the following:
支付条款
Buyer shall pay the contract price to party b within 60 days after the receipt of party b.
EPC
The definitions set forth in Article 1 of the EPC (Engineering, Procurement and Construction) Contract are equally applicable to this Design agreement and shall have the same meanings ascribed to them in the EPC contract unless otherwise defined in this design agreement.
关联公司
Affiliate means a company which, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with a party or a subcontractor of a party. For this purpose control means the direct or
indirect ownership of in aggregate fifty percent or more of voting capital.
Heading
All Headings and titles used in this agreement are for convenience only. They are not to be used in the interpretation or construction of this agreement.
No heading, index, title, sub-title, or sub-heading of this agreement shall limit, alter or affect the meaning or operation of this agreement.
效力
In the event of ambiguity or conflict between any of the documents in the purchase order, they shall be given precedence in the following order~~
The Parts, Schedules, Appendices and any other documents referred to in this purchase order shall be taken, read and construed as an essential and integral part of this agreement.
In the event of any inconsistency between the terms of the main body of this agreement and the schedules to this agreement the terms of the main body of this agreement shall take precedence.
Representation and warranty
Party A represents and warrants that
1 it is duly incorporated with limited liability and validly exists under the laws of xx
2 it has corporate power and has taken all necessary corporate and other action to enter into and complete this agreement.
Each Party hereby represents and warrants that
This agreement has been duly executed and delivered on its behalf and constitutes its legal, valid, binding and enforceable obligation, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditor rights.
There are no existing arrangements or agreements with third parties, the terms of which prevent the Parties from entering into this agreement or which would impede the performance of its obligations under the agreement.
Party b represents and warrants that it has full power and authority to enter into, perform and comply with its
obligations under this agreement; this agreement has been duly executed and delivered by Party B and, subject to the approval by the government authorities constitutes legal, valid, binding and enforceable obligations of party a in accordance with this terms.
Each party represents and warrants that
It is duly organized and registered and in good standing in the US, has power and authority to enter into and perform this agreement and any other agreement and documents executed or delivered by it in connection herewith
Its execution, delivery and performance of the documents have been duly authorized by all necessary action.
Law firm’s representation and warranty
Prior to entering into this contract, the law firm has made due and diligent enquiry of its affiliates, as at the date of the first above written, no situation exists where law firm or its affiliates are providing services to entities who have an interest in the transaction which is the subject matter of the services and whose interests may conflict with those of the client or any of its affiliate in respect of the services
The consultant has undertaken a due diligence investigation of conflicts of interest immediately prior to the date of this agreement and will do so periodically thereafter. The consultant will immediately inform client if it becomes aware of a conflict situation pertaining to the services and the consultant’s engagement.
股权转让协议
PARTY A hereby represents and warrants that:
1 PARTY B is a duly established limited liability Chinese-foreign equity joint venture company existing under the laws of PRC as a legal person and having a term of operation of 15 years commencing on 5th, October 2000, its principal business scope allowed in the business license is the manufacture of oil, transportation and storage of oil, sales of oil and it has the corporate power to conduct its business as presently conducted and to own and hold the assets used in connection therewith. Party B’s total investment amount is tow billion US Dollar and its registered capital is fifty million USD.
2 PARTY A has duly complied with its obligations under the JOINT VENTURE CONTRACT. The JOINT VENTURE CONTRACT and the Articles were duly executed and delivered by PARTY B and are legally valid, binding and enforceable in accordance with their respective terms; there is no event which would give rise to the early termination of the JOINT VENTURE CONTRACT or the Articles or the term of operation of Party B as stated in its business license and no order or
petition has been made or presented, and no resolution has been passed or proposed and no action has been taken to wind up or dissolve Party B.
3 The ACCOUNTS give a true and fair view of the financial condition and state of affairs of party b as at the account date and of the results of party b for the financial year of party b ended on the account date, having been prepared in accordance with PRC accounting principles and relevant accounting financial regulations applicable to equity joint ventures in the PRC.
要求转让方就合资公司的这些现实合资公司具体情况的财务报表的真实性予以保证。
4 Without limiting the generality of the previous paragraph:
A the ACCOUNTS and MANAGEMENT ACCOUNTS either make full provision for or, as appropriate, disclose all liabilities whether actual, contingent or disputed and all capital commitments, whether actual or contingent, of PARTY
B as at the ACCOUNTS DATE and as at December 31st respectively.
B the rate of depreciation adopted in the ACCOUNTS by Party B from the establishment of Party b to the ACCOUNTS DATE was sufficient for each of the fixed assets of PARTY B to be written down to until by the end of its useful life.
C the audited balance sheets and profit and loss accounts of party b from the establishment of party b to the accounts date were prepared under the historical cost convention, complied with the requirements of all relevant laws then in force and with all applicable laws and regulations of and generally accepted accounting principles in the PRC consistently applied
D except as stated in such balance sheets and profit and loss accounts, no changes in the policies of accounting have been made therein from the establishment of party b to the accounts date
E the results shown by the audited profit and loss accounts of party b from the establishement of party b to the accounts date have not been affected by any extraordinary or exceptional item or by any other factor rendering such results for all any of such periods unusually high or low.
5 the date by reference to which party b’s accounts are made up is, and always has been December 31st.
6 all proper and necessary records and books of account have been maintained by Party B, are in its possession and contain accurate information on all matters to be dealt with therein accordance with the relevant laws of the PRC and the PROVISIONS CONCERNING the FINANCIAL and ACCOUNTING SYSTEM for JOINT VENTURES USING CHINESE and FOREIGN INVESTMENT and the relevant provisions of the JOINT VENTURE CONTRACT and the Articles.
7 Since the ACCOUNTS DATE there has been no material and adverse change in the financial or trading position or assets or in the prospects of Party B, save as disclosed in the accounts and the management accounts, party b has not had and will not have at completion any indebtedness, except those incurred in the ordinary course of business.
8 since the accounts date
A no dividend, return of capital or other distribution of profits, interest, assets, income or otherwise has been declared, paid or made by party b or at any time since the establishment of party b and no payment of any amount has been made by party b to party a or any of its associates at any time since the establishment of party b
B the registered capital or total investment amount of party b has not been increased, reduced or otherwise changed,
C party b has not carried out or been involved in any transaction expenditure or otherwise has been enterd into by party b which is of a long term or unusual nature or which involved or could involve an obligation of a material nature or magnitude
3 party b has not disposed of , or agreed or dispose of, any business or any material asset having a value in excess of hk 5000000
9 party b has obtained all necessary approvals, consents and licenses, permissions, authorizations, consents and exceptions required for the establishment of party b and the level of the total investment of party b, the commencement of party b and the level of the total investment of party b, the commencement and the carrying on of its existing business, the building, construction, operation, maintenance, and use of the land and buildings thereon, such licenses, permissions, authorizations, consents and exceptions are in full force and effect and there are no circumstances which indicated that any of such licenses, permissions, authorizations, consents or exceptions may be suspended, cancelled, revoked, or not renewed, in whole or in part.
10 party b has conducted its business and corporate affairs in accordance with all applicable PRC laws and regulations, and there is no violation of, or default whit respect to any law, statute, regulation, order, decree or judgment of any court or any government agency of the prc or any jurisdiction which would have a material adverse effect upon the assets or business of party b
15 Party B does not
A own, use or infringe any legally enforceable patent, trade marks, registered designs, business names, trade names
or similar industrial of commercial rights, or
B employ or use any know-how which infringe or is likely to infringe any legally enforceable industrial or commercial rights of third parties,
16 Party B is not subject to any order or judgment given by any court or governmental agency or authority which has not been satisfied nor is Party B a party to any undertaking or assurance given to any court or governmental agency or authority which is still in force.
Duration
The BUYER shall make an advanced payment of twenty million USD to the SELLER within fifteen days after the EFFECTIVE DATE of this PURCHASE and SALES CONTRACT.
This agreement shall never take effect provided that party b cannot get the approval from the competent authority within 30 days after the signature of this agreement.
The obligations of the Parties under this clause 5 of confidentiality shall survive the expiry or the termination of this agreement for whatever reason.
No termination of this agreement or the license granted hereunder shall relieve licensee of any obligation or liability accrued hereunder prior to such termination. 合同终止前产生的义务和责任并不因此而终止。
Termination
Either Party may terminate this agreement by giving notice to the other party in accordance with Clause if
The other party commits a breach of any of the conditions or any other term of this agreement, the effect of which breach is material, and which is either incapable of remedy, or, if capable of remedy is not remedied within 30 days of service of notice by the party not in breach requiring remedy
The other party stops or suspends or threatens to stop suspend payment of all or a material part of its debts or is unable to pay its debts as they fall due
The other party ceased or threatens to cease to carry on all or a substantial party of its business,
Any step is taken by any person with a view to the administration, winding up or bankruptcy of the other party
Any step is taken to enforce security over or a distress, execution or other similar process is levied or served against
all or substantially all of the assets or undertaking of the other party, including but not limited to the appointment of a receiver, administrative receiver, trustee in bankruptcy or similar officer
精品文档word文档可以编辑！谢谢下载！
国际技术咨询服务合同（中英文） Technical Consultancy Service Contract 合同号：Contract No________________ 签订日期：Date of Signature:________________ 签订地点：Place of Signature:________________ 中国____________公司（以下简称委托方）为一方，______国______________ 公 司（以下简称为咨询方）为另一方，双方就_____________的技术咨询服务，授权双方代表按下列条款签订本合同。 This Contract is made and entered into through friendly negotiation by and between China____________________ (hereina fter referred to as “Client”), as one party, and____________________ (hereinafter referred to as“Consultant”),as the other party, concerning the technical consultancy service of__________, under the following terms and conditions: 第一条合同内容 Article 1 Contents of Technical Consultancy Service 1.1 委托方希望获得咨询方就_____提供的技术咨询服务，而咨询方愿意提供此项服务。 Whereas Client desires to obtain the technical consultancy service of from Consultant and Consultant has agreed to perform such services. 1.2 技术咨询服务范围详见本合同附件一。 The Scope of Technical Services is defined in Appendix 1. 1.3 技术咨询服务的进度安排详见本合同附件二。 The Time Schedule for the Services is shown in Appendix 2. 1.4 技术咨询服务的人员安排见本合同附件三。 The Manning Schedule is described in Appendix 3. 1.5 技术咨询服务自合同生效之日起_____个月内完成，将在_____个月内提交最终技术咨询报告，包括图纸、设计资料、各类规范和图片等。咨询方应免费通报委托方类似工程的最近发展和任何进展，以便委托方能改进该工程的设计。 Consultant shall complete the Services within__________months from the Effective Date of this Contract and furnish the final technical service report, including drawings, designing documents, all kinds of standards and photos, within____months. Consultant shall keep aware, free of charge, Client of the latest development of similar projects and any progress made in order to improve the designing of the project.
授权经销商协议 （中英文对照） 编 辑 前 可 删 除 此 页 合同特点：简单明了条款轮廓清晰（花费了太多时间） 收取一点点费用请不要介意
授权经销商协议 Authorized Dealer Agreement 甲方：Party A: 乙方：Party B: 甲、乙双方经友好协商，本着平等、自愿、诚实、互惠互利的原则，就合作事宜达成如下协议： Through friendly negotiations, based on the principle of equality, voluntary, honest and mutual benefit, Party A and Party B made and entered into the following agreement on: 1.委任 Appointment 甲方授权乙方作为甲方产品中国地区的唯一授权经销商。 Party A authorizes Party B as the only authorized dealers of Part A’s product in China. 所涉及的： Involves: 2.有效期 Validity 本协议自双方签字盖章之日起生效，有效期至年月 日止。 This Agreement shall become effective as of the date of signature and seal by both parties. Valid until . 当本协议期满，如双方同意续约，应在本协议有效期满前_______个工作日内签署书面续约协议。 Upon the expiration of this contract, if both parties agree to renewing, shall sign a written renew contract within working days prior to the expiry of this agreement. 3.甲方责任和义务 Party A responsibilities and obligations 基于本协议授予的独家代理权，甲方不得直接或间接地通过乙方以外的渠道向代理区域顾客销售或出口甲方产品第一条所列商品或服务。
英语合同写作常用句 1. 本合同用英文和中文两种文字写成，一式四份。双方执英文本和中文本各一式两份，两种文字具有同等效力。 The contract is made out in English and Chinese languages in quadruplicate, both texts being equally authentic, and each Party shall hold two copies of each text. 2. 本合同由双方代表于1999年12月9日签订。合同签订后，由各方分别向本国政府当局申请批准，以最后一方的批准日期为本合同的生效日期，双方应力争在60天内获得批准，用电传通知对方，并用信件确认。若本合同自签字之日起，6个月仍不能生效，双方有权解除本合同。 This contract is signed by the authorized representatives of both parties on Dec. 9, 1999. After signing the contract, both parties shall apply to their respective Government Authorities for ratification. The date of ratification last obtained shall be taken as the effective date of the Contract. Both parties shall exert their utmost efforts to obtain the ratification within 60 days and shall advise the other party by telex and thereafter send a registered letter for
中英文国际技术咨询服务合同 合同号：________________ 签订日期：________________ 签订地点：________________ 中国____________公司（以下简称委托方）为一方，______国______________ 公司（以下简称为咨询方）为另一方，双方就_____________的技术咨询服务，授权双方代表按下列条款签订本合同。 第一条合同内容 1.1 委托方希望获得咨询方就_____提供的技术咨询服务，而咨询方愿意提供此项服务。 1.2 技术咨询服务范围详见本合同附件一。 1.3 技术咨询服务的进度安排详见本合同附件二。 1.4 技术咨询服务的人员安排见本合同附件三。 1.5 技术咨询服务自合同生效之日起_____个月内完成，将在_____个月内提交最终技术咨询报告，包括图纸、设计资料、各类规范和图片等。咨询方应免费通报委托方类似工程的最近发展和任何进展，以便委托方能改进该工程的设计。 第二双方的责任和义务 2.1 委托方应向咨询方提供有关的资料、技术咨询报告、图纸和可能得到的信息并给予咨询方开展工作提供力所能及的协助，特别是委托方应在适当时候指定一名总代表以便能随时予以联系。 2.2 委托方应协助咨询方向有关机构取得护照签证、工作许可和咨询方要求的其它文件以使咨询方能进入委托方国家和本工程的现场，但费用由咨询方负担。 2.3 除了合同附件三所列的技术人员外，咨询方还应提供足够数量的称职的技术人员来履行本合同规定的义务。咨询方应对其所雇的履行合同的技术人员负完全责任并使委托方免受其技术人员因执行合同任务所引起的一切损害。 2.4 咨询方应根据咨询服务的内容和进度安排，按时提交咨询技术咨询报告及有关图纸资料。 2.5 咨询方应协助委托方的技术人员获得进入咨询方国家的签证并负责安排食宿，食宿费用由委托方负担。咨询方应为委托方的技术人员提供办公室、必要的设施和交通便利。 2.6 咨询方对因执行其提供的咨询服务而给委托方和委托方工作人员造成的人身损害和财产损失承担责任并予以赔偿，但这种损害或损失是由于咨询方人员在履行本合同的活动中的疏忽所造成的。咨询方仅对本合同项下的工作负责。 2.7 咨询方对本合同的任何和所有责任都限定在咨询方因付出专业服务而收到的合同总价之内，并将在本合同第7．3条规定的保证期满后解除。
中文摘要 在国际经济贸易活动中，商务合同是一种重要的法律文件依据,商贸英语已成为必不可少的语言交际工具,它也是英文经济贸易合同的基点。越来越多的英语和法律的爱好者也希望能尽快熟悉合同英语，从而准确理解，翻译、制作英语合同。这种需求随着中国加入WTO （世界贸易组织）而剧增，用英语解决商务合同问题的愿望也会随之越来越迫切。国际商务合同的种类繁多，涉及面广，内容复杂。这类合同都是涉外交易性质，需要英汉两种版本，因此大多需要翻译。商务合同有其自身的特点，即条理性、规范性和专业性。商务合同对翻译的质量提出很高的要求，也增加了其难度。本文用大量的例句，对商务合同英语的准确性、严谨性、规范性及翻译技巧与内容的完善还有翻译中常见错误、成因及其对策等作了全面分析和论述，并分析其翻译方面所应注意的问题。 关键词：国际商务合同；翻译；原则；准确性；严谨性；规范性 ON THE TRANSLATION OF INTERNATIONAL BUSINESS CONTRACTS Abstract In the activities of international business trade, business contract has become an important legal document. Nowadays, business English has become not only a necessary tool for communication, but also the base of English business contracts. More and more English-learners and law-majors hope they can know something about English business contracts so as to understand them correctly, translate them exactly and make them perfectly. China’s entering the WTO enhances their desire to use English to solve the problems of business contracts. There are many different kinds of international business contracts, whose contents are diversified and complicated. In international trade, translation is compulsory since contracts usually need two versions: English and Chinese. The international business contract has its own characters, such as proper arrangement, standardization and specialty. All these make the translation of them very difficult and thus demand good skills to ensure a high quality. This article analyzes the preciseness, strictness and standardization of business contracts and explores the skills of translating them by citing many examples. It also points out some common translation errors, the reasons and the methods to correct the errors. Finally some advice is given to call readers attention to the problems in translation. Key words: international business contract; translation; principle; preciseness; strictness; standardization 一、前言 在世界经济阔步迈向21 世纪的今天，国际经济贸易活动日益频繁，改革的中国正积极投身于国际经济贸易活动中。在这一全球贸易过程中商贸英语已成为必不可少的语言交际工具,它也是英文经济贸易合同的基点。在当今社会经济生活中，公民、法人和其他组织有时候会直接遇到等待签署的英语合同。对律师、法律顾问等法律专业人士来说，实际工作中会遇到需要审查和修改的英语合同，有时候会遇到要求其拿出中文合同的英文翻译稿，甚至要求直接用英语草拟英文合同的情形。越来越多的英语和法律的爱好者也希望能尽快熟悉合同的英语，准确理解，翻译、制作英语合同的真功夫。这种需求随着中国加入WTO（世界贸易组织）而剧增，用英语解决商务合同问题的愿望也会随之越来越迫切。 合同，也叫契约。“契”，即意思相投或相合，“约”是用语言或文字互定共守的条件。合同的意思是愿意订立共同遵守的条件、合作共事。《中华人民共和国民法通则》第85条规定：“合同是当事人之间设立、变更、终止民事权利义务关系的协议”（A contract shall be an agreement whereby the parties establish,change,terminate their civil relationship）。而国际
翻译服务合同英文(合同示范 文本) Contracts concluded in accordance with the law have legal effect and regulate the behavior of the parties to the contract ( 合同范本 ) 甲方：______________________ 乙方：______________________ 日期：_______年_____月_____日 编号：MZ-HT-013522
翻译服务合同英文(合同示范文本) 翻译服务合同英文模板一 Technical Cooperation Agreement 甲方：XX油脂化学有限公司 Party A: XX Grease Chemical Co. , Ltd. 地址： XX高新技术工业园 Address: XXHigh-tech Industrial Park 法定代表人：XXX Legal Representative: XXX 乙方： Party B: 地址： Address:
本协议合作双方就组建技术研发团队事项，经过平等协商，在真实、充分地表达各自意愿互惠互利的基础上，根据《中华人民共和国合同法》的规定，达成如下协议，并由合作各方共同恪守。 This Agreement, concerning the setting up of a technical research and development team, is made according to the Contract Law of PRC regulations and entered into through equal negotiation by both Parties as the free and full expression of their own wishes to mutual benefits, and to this end both Parties shall abide by this Agreement as following. 第一条、甲方同意雇用乙方为新产品研发技术顾问。乙方同意为甲方提供技术 顾问服务。 Article 1: Party A hereby agrees to employ party B as the technical consultant for the new product research and development. Party B hereby agrees to offer technical consultation service to Part A.
英文技术服务合同范本 Contract No.:________________________. Date of Signature:____________________. Place of Signature:____________________. This Contract is made and entered into through friendly negotiation by and between China____________________ (hereinafter referred to as “Client”), as one party, and____________________ (hereinafter referred to as“Consultant”),as the other party, concerning the technical consultancy service of__________, under the following terms and conditions: Article 1 Contents of Technical Consultancy Service 1.1 Whereas Client desires to obtain the technical consultancy service of from Consultant and Consultant has agreed to perform such services. 1.2 The Scope of Technical Services is defined in Appendix 1. 1.3 The Time Schedule for the Services is shown in Appendix 2. 1.4 The Manning Schedule is described in Appendix 3. 1.5 Consultant shall complete the Services within__________months from the Effective Date of this Contract and furnish the final technical service report, including drawings, designing documents, all kinds of standards and photos, within____months. Consultant shall keep aware, free of charge, Client of the latest development of similar projects and any progress made in order to improve the designing of the project.
授权经销商协议 Authorized Dealer Agreement 根据平等互利，双方作出分为以下协议签订，双方应开展业务按照下列条款和条件的签名。 Based on the equality and mutual benefit, both parties made and entered into the following agreement on, both parties should carry out business according to the following terms and conditions upon signature. 1.有关缔约方 The Parties Concerned 甲方： Party A: 地址： Add: 电话： Tel: 传真： Fax: 电子邮箱： E-mail: 乙方： Party B: 地址：
Add: 电话： Tel: 传真： Fax: 电子邮箱： E-mail: 1.定义 Definitions 当本协议中使用的下列术语应具有各自的含义表示，这种意义是适用于这两种定义方面的单数和复数形式： When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: ?“协议”指本协议附表所附的任何文件，包括参照，因为每个可能不时按 照当本协议的条款作出修订; ?“Agreement” means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; ?“配件/附件”是指图标A所述附上的配件，并包括A部分所制造并用于连接货物运作的特殊装置。附件可能被从图表A中被删掉也可能加进去，公司单方面可随时自行更改他们的规格和设计，要向乙方邮寄书面通知。 每个更改，在书面通知发送给分销商的15天后生效。 -“Accessories” means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Part A and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Part B. Each change shall become effective 15 days following the date notice thereof is sent to Distributor.
英文合同的写作技巧 1.标题上注明“合同”两字。不要为碰运气而忽略这个。如果你 的客户需要合同，就要注明是合同。一个仍在联邦法院里任职的法官 就以前裁定：有双方签字，但标有“建议书”的文件并非合同。这给 我们的教训就是，你怎么想，就应该怎么说。如果你想让你的文件成 为具有法律效力的合同，就要在标题中注明“合同”字样。 2.写短句子，因为短句子比长句子更容易理解。 3.用主动语态而不用被动语态。相对来说，主动语态的句子更简短，措词更精练，表达更明白。让我们来看一个例子吧，主动语态的 句子：卖方将把此物卖给买方;被动语态的句子：此物将被卖方卖给买方。 4.不要用“双周”之类的词，因为这有可能产生歧义--是两周还 是每隔一周?类似的词还有“双月”，所以这样写：“两周”或“每隔 一周”。 5.不要用“活跃的白蚁和有机体”之类的话，为了避免模棱两可，这样写：“活跃的白蚁和活跃的有机体”或是“白蚁和活跃的有机体”。当一组名词(如“白蚁和有机体”)前有一个修饰语(如“活跃的”)时，你一定要弄清楚这个修饰语是修饰两个名词还是仅仅修饰第 一个名词。如果是修饰两个词，能够用排比的手法分别在这两个词之 前加上修饰语，如果你只想修饰一个名词，那么你就应该把这个词放 在这组词的最后，然后在它的前面加上修饰语。 6.不要用“出租人”和“承租人”。这对一个租赁合同来说是不 好的别称，因为他们容易被颠倒或者出现打印错误。能够用“房东” 和“租户”来代替他们。同样，在合同中也不要用“留置权人”和 “留置人”，“抵押权人”和“抵押人”，“保证人”和“被保证人”，“许可人”和“被许可人”，“当事人A”和“当事人B”……
合同 CONTRACT 日期：合同号码： Date: Contract No.: 买方：(The Buyers) 卖方：(The Sellers) 兹经买卖双方同意按照以下条款由买方购进，卖方售出以下商品： This contract is made by and between the Buyers and the Sellers; whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter: (1) 商品名称: Name of Commodity： (2) 数量： Quantity: (3) 单价： Unit price: (4) 总值： Total Value: (5) 包装： Packing: (6) 生产国别： Country of Origin : (7) 支付条款： Terms of Payment: (8) 保险： Insurance: (9) 装运期限： Time of Shipment: (10) 起运港： Port of Lading:
(11) 目的港： Port of Destination: (12)索赔：在货到目的口岸45天内如发现货物品质，规格和数量与合同不符，除属保险公司或船方责任外，买方有权凭中国商检出具的检验证书或有关文件向卖方索赔换货或赔款。 Claims: Within 45 days after the arrival of the goods at the destination, should the quality, Specifications or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable. The Buyers shall, have the right on the strength of the inspection certificate issued by the C.C.I.C and the relative documents to claim for compensation to the Sellers. (13)不可抗力：由于人力不可抗力的原由，发生在制造、装载或运输的过程中导致卖方延期交货或不能交货者，卖方可免除责任。在不可抗力发生后，卖方须立即电告买方及在14天内以空邮方式向买方提供事故发生的证明文件，在上述情况下，卖方仍须负责采取措施尽快发货。 Force Majeure: The sellers shall not be held responsible for the delay in shipment or non-deli-very of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The sellers shall advise the Buyers immediately of the occurrence mentioned above the within fourteen days there after. The Sellers shall send by airmail to the Buyers for their acceptance certificate of the accident. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. (14）仲裁：凡有关执行合同所发生的一切争议应通过友好协商解决，如协商不能解决，则将分歧提交中国国际贸易促进委员会按有关仲裁程序进行仲裁，仲裁将是终局的，双方均受其约束，仲裁费用由败诉方承担。 Arbitration: All disputes in connection with the execution of this Contract shall be settled friendly through negotiation. In case no settlement can be reached, the case then may be submitted for arbitration to the Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Provisional Rules of Procedure promulgated by the said Arbitration Commission. The Arbitration committee shall be final and binding upon both parties. And the Arbitration fee shall be borne by the losing parties.
Expect otherwise provided for this local agreement, the parties agreed to be bound by all terms and conditions of the master agreement entered into between x and y on as if it were incorporated herein. If there is any conflict between this local agreement and the master agreement, this local agreement shall prevail. This purchase order shall be subject to the terms and conditions of the seller as amended from time to time. Except for the articles x y and z, this LoI shall have no legal bounding force upon the parties. 序言常用词 This contract is made on the xx day of xx, 2006 at xx by and between the following parties: X co., a limited liability company incorporated under the laws of the PRC, with its registered address at xx hereinafter referred to as party a, and Y co., Party A and Party B are hereinafter referred to as a Party individually and as Parties collectively. 如果是多方 This Agreement (hereinafter referred to as “Agreement”) is made and entered into in xxplace as of the date by and between: Xx company, established and existing under the law of , having its headquarters domiciled in Beijing, the PRC hereinafter referred to as Party A as one party, Xx Party A, Party B and Party C may be referred to as a Party individually and Parties collectively. This agreement shall take effect on the date of ~~ This agreement shall be effective retroactively to the November 12th, 2007 and shall continue in full force and effect until earlier termination in accordance with section 7 termination. Recital Whereas party a and party b signed a memorandum of understanding dated xx agreeing to start friendly discussion on establishing a joint venture to jointly develop the project. Whereas party a and party b reached initial agreement on establishing a joint venture to jointly develop the project and signed the joint venture heads of agreement on june 1… Whereas party a and party b have agreed to establish a joint venture according to terms and conditions of this joint venture contract to jointly develop the project. NOW THEREFORE, it is agreed by both parties as follows Both parties agree as follow
第一条：合同双方 甲方： 乙方： 第二条：甲乙双方经友好协商就乙方向甲方派遣临时性服务人员（以下简称乙方劳务人员）事宜，特签定本合同。 第三条：本合同自年月日起，至年月日止。合同期满前一个月双方协商续签或终止事宜，如未续签，本合同期满自动终止。 第四条：双方的权利、义务、责任 1、甲方有权要求乙方组织的劳务人员符合甲方提供的工作岗位要求，且身体健康，无慢性病史，并持有本年度卫生防疫站所发健康证。 2、甲方有权根据预定情况，要求乙方及时派出劳务人员，并要求乙方保证人员数量。 3、甲方要求乙方派遣的劳务人员需要具备一年以上工作的工作经验，且年轻在20-25岁之间。 4、乙方劳务人员的各项社会保险（包括医疗保险及人身伤害保险）的缴纳及人事档案及相关事宜的办理由乙方负全部责任，乙方违反该约定而造成的一切后果均由乙方负全部责任。 5、甲方有义务对乙方派出的劳务人员进行与岗位相适应的专业培训和教育。 6、甲方有义务对乙方劳务人员的工作表现通知乙方，并协调处理相关事宜。 7、乙方有权要求甲方按劳动法和相关政策、法规，维护乙方劳务人员的合法权益。 8、乙方劳务人员如在工作中发生较重工伤事故，甲方应给予及时、积极的抢救，并及
时通知乙方。需做工伤鉴定的，应由乙方请有关部门做工伤鉴定，并由乙方处理善后事宜。乙方劳务人员的工伤事故甲方负有直接责任的，甲方按照责任的比例负责善后事宜。 9、乙方有责任按甲方要求及时提供符合甲方要求的劳务人员，所派劳务人员应无违纪和犯罪记录，品行良好。对于乙方派出的劳务人员，甲方一旦发现其有不良记录或在工作中违反劳动纪律、违反甲方的规章制度或不能胜任甲方工作要求的，甲方可要求乙方随时更换。 10、甲方在有临时变动或突发事件发生前，需在提前至小时内通知乙方。如不能在规定的时间内通知乙方，给乙方造成的经济损失，由甲方全部负责。 第五条：劳务费用及相关事宜 1、甲方按乙方劳务人员在甲方的服务总小时数支付乙方劳务费用。支付标准为： 服务每人每小时元人民币。国家法定节假日期间甲方应支付三倍费用，即每人每小时元人民币。 2、甲方应保证乙方服务人员到点用餐。 3、甲方负责乙方劳务人员的考勤记录并经乙方劳务人员的签字认可。 4、甲方每月月初结算上月乙方劳务费用，经甲乙双方确认后，支付乙方实际发生人员的劳务费。每月20号前以支票或现金形式支付给乙方。 5、乙方劳务人员所产生的个人所得税，由乙方劳务人员本人全部负担，并由乙方代扣代缴。 6、乙方劳务人员的上岗工服根据工作需要由甲方提供。 7、乙方应确保甲方要求的人数和工作时间派遣劳务人员。 8、乙方为保证服务质量每三个月一周期对员工进行一次培训。 第六条：其他
编号：_____________ 国际技术咨询服务合同 委托方：___________________________ 咨询方：___________________________ 签订日期：_______年______月______日
中国________________________公司（以下简称委托方）为一方，_____国 __________________________ 公司（以下简称为咨询方）为另一方，双方就 _________________________的技术咨询服务，授权双方代表按下列条款签订本合同。 This Contract is made and entered into through friendly negotiation by and between China_________________________ (hereinafter referred to as “Client”)， as one party， and__________________________ (hereinafter referred to as“Consultant”)，as the other party， concerning the technical consultancy service of________________________， under the following terms and conditions: 第一条合同内容 Article 1 Contents of Technical Consultancy Service 1.1 委托方希望获得咨询方就___________________________提供的技术咨询服务，而咨询方愿意提供此项服务。 Whereas Client desires to obtain the technical consultancy service of from Consultant and Consultant has agreed to perform such services. 1.2 技术咨询服务范围详见本合同附件一。 The Scope of Technical Services is defined in Appendix 1. 1.3 技术咨询服务的进度安排详见本合同附件二。 The Time Schedule for the Services is shown in Appendix 2. 1.4 技术咨询服务的人员安排见本合同附件三。 The Manning Schedule is described in Appendix 3.