TRADEMARK LICENSE AGREEMENT
THIS TRADEMARK LICENSE AGREEMENT (the "Agreement") by and between , a corporation organized under the laws of , and , a company incorporated under the Laws of the The Peoples Republic of China, is made at , and is effective as of the day of .
WITNESSETH THAT:
WHEREAS, each party has expressed interest in obtaining a non-exclusive license to use trademarks, if any, owned now or in the future by the other party, and each party has expressed interest in granting such a license.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants of the parties hereinafter contained, the parties hereby agree as follows:
ARTICLE 1. DEFINITIONS: Each of the following words or phrases shall bear the meaning set forth opposite it as follows:
Net Selling Price: The amount actually billed to purchasers, after deducting (1) any federal, state, or local sales or other tax actually levied and paid on the basis of the sales price, (2) resale discounts, (3) returns or allowances, and (4) transportation and packing charges in excess of those charges normally and routinely incurred in transporting Products sold to the purchaser thereof.
Products: Items set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.
Trademarks: Trademarks set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.
Improvements: Improvements to Technology or any other invention or intellectual property.
ARTICLE 2. TRADEMARK LICENSE:
A. Certain Trademarks used with Products produced by one party (the “Trademark
Licensee”) may be owned by the other party (the “Trademark Licensor”) hereto. In such cases, the Trademark Licensor shall grant to the Trademark Licensee, subject to the terms hereof, a non-exclusive right, license and authority to use the Trademarks which are owned by the Trademark Licensor and which are used with Products made by the Trademark Licensee (the “Trademark License.”) The Trademark Licensee’s use of the Trademark Licensor’s Trademarks shall inure solely to the benefit of the Trademark Licensor.
B. The Trademarks for which Trademark License is granted under Section 2.A. of
this Agreement are listed in the attached Schedules A and B. The parties may revise Schedules A and B from time to time by mutual agreement, whereupon the revised Schedules A and B, signed by the parties, shall become a part of this Agreement superseding all previous versions thereof and shall become effective on the date indicated on the revised Schedule A or B.
C. The Trademark Licensor makes no representations or warranties with respect to the ability of the Trademark Licensee to use the Trademarks outside of the United States or The Peoples Republic of China or as to the possibility that such use outside the United States or The Peoples Republic of China might infringe or be alleged to infringe third party rights.
D. To the extent feasible, the Trademark Licensee shall place applicable Trademarks on all Products it manufactures in whole or in part. The Trademark Licensee shall also place applicable Trademarks on all packaging and printed material that it produces or obtains related to any Product. Any Trademarks so used shall appear exactly as in the registration documents. Other trademarks, words, names, symbols or devices other than Trademarks shall not be used in conjunction with any Trademarks and may only be used separately therefrom following the Trademark Licensor's prior written consent to such use.
E. The Trademark Licensee shall ensure that all uses of Trademarks on Products and on related packaging and Product literature shall conform to all standards of style, appearance, quality and usage set by the Trademark Licensor from time to time, and all requirements of the law, including any such requirements relating to legends setting forth either the Trademark Licensee's or the Trademark Licensor's status in relation to the Trademark or the fact that a Trademark is registered. To this end, before initiating any marketing or selling activity, such as advertising, promoting, distributing, or offering for sale any Product to which a Trademark is applicable, the Trademark Licensee shall notify the Trademark Licensor of its intent to initiate such activity and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of all relevant Trademark usages. The style, appearance, quality and usage of such sample shall be subject to the approval of the Trademark Licensor before any marketing or selling activity concerning the relevant Trademark occurs. Any such sample submitted by the Trademark Licensee and not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor, shall be deemed to have been approved. After the Trademark Licensor's approval or lack of disapproval, pursuant to this Section, there shall be no substantive change in the style, appearance, quality, or usage of the relevant Trademark without the prior written consent of the Trademark Licensor. In the event that the style, appearance, quality, or usage of any Trademark ceases or fails to conform to standards set by the Trademark Licensor or any requirement of law, upon the Trademark Licensor's notice, the Trademark Licensee shall immediately cease all non-conforming uses thereof and shall destroy or remedy all non-conforming uses in its possession or control. All such failures to conform shall be deemed a breach of this Agreement by the Trademark Licensee.
F. In order to preserve the integrity and value of the Trademarks involved, the Trademark Licensee shall ensure that all Products associated with a Trademark conform to all standards of style, appearance, performance and quality set by the Trademark Licensor from time to time. To this end, before manufacturing, marketing or selling of any such Product, the Trademark Licensee shall notify the Trademark Licensor and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of the relevant Product. The style, appearance, performance and quality of such sample shall be subject to the approval of the Trademark Licensor before any marketing or selling activity concerning the relevant Product occurs. Any such sample not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor shall
be deemed to have been approved. After the Trademark Licensor's approval or lack of disapproval pursuant to this Section, there shall be no substantive change to the style, appearance, performance and quality of the relevant Product without the prior written consent of the Trademark Licensor. In the event that the style, appearance, performance or quality of any Product associated with a Trademark ceases or fails to conform to standards set by the Trademark Licensor, upon the Trademark Licensor's notice, the Trademark Licensee shall immediately cease the use of the Trademark in conjunction with such non-conforming Products in its possession or control. All such failures of Products to conform to standards set by the Trademark Licensor, where such Products are used in conjunction with a Trademark, shall be deemed a breach of this Agreement by the Trademark Licensee.
G. The Trademark Licensor shall have the right, upon reasonable notice and during
normal business hours, to inspect the premises of the Trademark Licensee, including manufacturing and packaging facilities and plants thereof to ensure the Trademark Licensee's compliance with the style, appearance, and quality of the samples approved.
H. The provisions of this Article 2 shall not apply to any Products purchased for
resale by one party from the other. In such circumstances, the party purchasing the Product from the other party shall receive a non-exclusive, royalty-free right to use, in sales transaction documents such as quotations, acknowledgments, invoices, correspondence, etc., any Trademark associated with such Products. Any other use of any such Trademark shall be subject to approval of the party owning the Trademark.
ARTICLE 3. FEE PAYMENTS:
A. During the term of this Agreement, in consideration of the Trademark License
granted, the Trademark Licensee shall pay to the Trademark Licensor a fee of one percent (1%) of the Net Selling Price of all Products using the Trademark sold by the Trademark Licensee, exclusive of Products sold by the Trademark Licensee to the Trademark Licensor.
B. All fees due under this Article 3 shall be paid on a quarterly basis. The fees shall
be remitted to the Trademark Licensor at its principal offices within sixty (60) days after the last day of each calendar quarter, based on the sales during the calendar quarter. Such remitted fees shall be in United States currency at the official exchange rate prevailing on the last day of the respective calendar quarter at the bank used by the owing party for its general commercial purposes.
C. Upon request from one party (the "auditing party") and at least five (5) days prior
written notice, the other party (the "audited party"), shall allow a certified public accountant designated by the auditing party to examine the audited party’s records relating to this Agreement for the sole purpose of auditing the quarterly statements described in Article 3 during the audited party’s normal business hours. In the event that such audit reveals that the audited party has paid the auditing party an amount less than the actual amount due to the auditing party, the audited party shall immediately pay to the auditing party the difference and shall reimburse the auditing party for the reasonable cost of the audit if such difference is greater than ten percent (10%) of the total amount of payments due to the auditing party for the applicable period.
ARTICLE 4. TERM:
A. Unless terminated sooner as provided in this Article 4, the Agreement shall
continue in full force and effect for a period of five (5) years from December 3, 1999.
This Agreement will automatically renew for one (1) year periods unless either party gives written notice of its election not to extend the term of this Agreement not less than thirty (30) days prior to the expiration of the expiring term.
B. Each party shall have the right to terminate this Agreement for cause by giving
written notice to the other party upon the happening of any of the following without need of a judicial declaration to the effect that:
(1) a material breach by the other party of any term or condition of this Agreement
and the failure to remedy such nonperformance or breach within thirty (30) days
after receipt of notice thereof;
(2) the submission to the terminating party by the other party of any fraudulent
document or statement; or
(3) an action by the government of either party which renders either party unable to
perform its obligations under this Agreement.
C. Upon any expiration or termination of this Agreement, all licenses, rights and
obligations hereunder shall terminate. However, subject to the terms hereof, and solely during the six (6) month period after the date of such expiration or termination, the Licensee shall have the right to manufacture and sell any Products covered by the Trademark License which:
(1) it is committed to sell under a valid and binding contract of sale made in the
ordinary course of business executed before the date of such expiration or
termination; or
(2) can be manufactured from materials, parts, subassemblies and components either
in its possession or to which it is entitled on or before the date of such expiration
or termination.
D. Termination of this Agreement shall not relieve the Trademark Licensee from its
liability for payment of fees on sales made hereunder with respect to the Trademark License from the other party prior to the date of such termination.
E. Upon any expiration or termination of this Agreement:
(1) The Trademark Licensee shall not hold itself out as being, or represent that it is, in
any way authorized to use the Trademarks;
(2) The Trademark Licensee shall not use any Trademark (unless otherwise permitted
in Section 4.C, hereof); and
(3) The Trademark Licensee shall transfer, assign and release to the Trademark
Licensor all rights, if any, in the Trademarks which may have accrued or arisen by
operation of the law.
F. Neither party, by reason of the expiration or termination of this Agreement, shall
be liable to the other for loss of anticipated sales or prospective profits, or because of expenditures or investments, related to this Agreement.
G. The failure at any time of either party to exercise its right to terminate this
Agreement as set forth in this Article 4 shall not constitute a waiver of that party's termination rights.
ARTICLE 5. DISCLAIMER OF WARRANTY:
Except as specified in this Agreement, each of the parties expressly disclaims all other warranties, express or implied, in connection with this Agreement, the trademarks including but not limited to the warranties of non-infringement.
ARTICLE 6. LIMITATION OF LIABILITY:
Neither party shall be liable to the other party or any third party for any direct damages in excess of the aggregate fees paid to such party by the other party in the preceding twelve
(12) months arising from any claim relating to this Agreement or for any special,
consequential, exemplary or incidental damages (including lost profits) arising from any claim relating to this Agreement, resulting from the use of, or inability to use, the Trademarks, whether the claim for such damages is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of it is advised of the possibility or likelihood of same. Each of the parties acknowledges and agrees that such amount is reasonable in light of anticipated harm which may arise from such claims and that the retention of such amount by it or the payment of such amount by the other party shall not be deemed or alleged by it to fail of its essential purpose.
ARTICLE 7. GENERAL PROVISIONS:
A. The language used in this Agreement shall be deemed to be language chosen by
both parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to any term or condition of this Agreement.
B. The failure or delay by either party in exercising any right hereunder shall not
operate as, or be deemed a waiver, of such right or any other right hereunder.
C. All notices, demands, requests, responses, or other communications contemplated
herein or required or permitted to be given hereunder shall be in writing and shall be deemed to be given as of the opening of business on the business day after such writing is transmitted by facsimile or electronically to the attention of a duly authorized officer of the other party.
D. If any provision of this Agreement is for any reason held or declared to be illegal,
invalid, or unenforceable, such provision may be modified by a court of competent
jurisdiction in compliance with the law to give effect to the intent of the parties to the fullest extent possible. All other provisions herein shall remain in full force and effect and shall be construed in accordance with the modified provision as if such illegal, invalid, or unenforceable provision had not been contained herein.
E. Sections 4. C., 4.D., 4.E., 7.A, 7.I., and Articles 5, 6 and 9 shall survive the
termination or expiration of this Agreement for any reason.
F. Headings in this Agreement are for identification purposes only and shall not
affect the interpretations of this Agreement or any part hereof.
G. The singular or any word, phrase, or clause contained in this Agreement shall be
construed as the equivalent of the plural and the plural shall be construed as the equivalent of the singular.
H. The Agreement shall inure to the benefit of and be binding upon the successors
and assigns of both parties hereto. Neither party shall have the right to assign or otherwise transfer its rights and obligations under this Agreement, whether by merger, operation of law, assignment, change of management, purchase or otherwise of all or substantially all of the business of such party related to the Products except with the prior written consent of the other party.
I. The Trademark Licensee shall execute and deliver such other documents and to
take all such actions as the Trademark Licensor, its successors, assigns or other legal representatives may reasonably request to effect the terms of this Agreement and the execution and delivery of any and all affidavits, testimonies, declarations, oaths, samples, exhibits, specimens and other documentation as may be reasonably required.
J. The Trademark Licensee shall comply with all applicable laws, rules, regulations and orders of the United States and of The Peoples Republic of China, and all jurisdictions and any agency or court thereof.
K. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all of which, taken together, shall constitute one and the same agreement.
ARTICLE 8. ARBITRATION: If either party shall make a written request to the other party for arbitration of any dispute with respect to this Agreement, or any other issue related thereto, the request shall be resolved in the London Court of International Arbitration and accordance with the then current Rules of the London Court of International Arbitration. Any decision or award resulting from such arbitration shall be final, binding and non-appealable.
ARTICLE 9. GOVERNING LAW: The Agreement shall be deemed to be made and entered into pursuant to the laws of the United States of America and the laws of the State of Illinois. In the event of any dispute hereunder, this Agreement shall be governed by and shall be construed in accordance with the laws of the State of Illinois.
ARTICLE 10. GOVERNMENT APPROVAL: Trademark Licensee shall, at its expense, obtain all approvals of this Agreement which are necessary for both its continued effectiveness and Trademark Licensee’s continued ability to remit payments to Trademark Licensor in U.S. currency free from all restrictions. Trademark Licensee and Trademark Licensor shall mutually cooperate in obtaining any such approvals.
ARTICLE 11. GOVERNING LANGUAGE:The official language of this Agreement is English and the official version of the Agreement is the English version.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of .
By:
Title:
By:
Title:
LICENSE IS GRANTED BY TO
This schedule supersedes all previous versions of Schedule A and forms part of the Trademark License Agreement between and . which became effective on . This version of Schedule A is effective on .
By:
Title:
By:
Title:
LICENSE IS GRANTED BY
This schedule supersedes all previous versions of Schedule B and forms part of the Trademark License Agreement between and , which became effective on . This version of Schedule B is effective on .
By:
Title:
By:
Title:
合同 编号：日期： 买受人： 出售人： 本合同由买卖双方订立，根据本合同规定的条款，买方同意购买，卖方同意出售下述商品： 1.货名，规格，数量 2.单价，总价 3.生产国和制造商 4.包装 用坚固的新木箱包装，适宜长途海运，并具备良好的防潮，防震，防锈，耐粗暴搬运能力，由于包装不当而引起的货物损坏或由于防护措施不善而引起货物锈蚀，卖方应赔偿由此而造成的全部损失费用。 5.唛头 卖方应在每件包装上，用不褪色油墨清楚地标刷件号、尺码、毛重、净重、“此端向上”、“小心轻放”、“切勿受潮” 等字样。 6．运日期 7.装运港 8.目的港
9.保险装运后由买方投保。 10.支付条件 ⑴信用证付款，买方在收到卖方根据合同第12条规定的提前装运的通知后，应于运输的15日到20日之前，按货物总金额的全部。通过_______（银行），设立以卖方为受益人的不可撤销的信用证。卖方凭本合同第11条规定的装运单据及开出的即期汇票提交给开证银行贷款，信用证的有效期至货物运装后15天为止。 ⑵托收付款，卖方应把合第11条所规定的由_______(银行)开具的装运单据转交买方。 ⑶根据合同第11条货款应在收据收到的7天前生效。 11.单据 ⑴卖方应将下列单据提交付款银行托收付款，若以信汇付款，下列单据应寄买方： (a)填写通知目的口岸对外贸易运输公司的空白抬头、空白背 书的全套已装船的清洁提单，注明“运费到付”，并通知货口岸___________公司。 (b)发票五份，注明合同号，唛头。(唛头在一份以上，发票 需独立出具)。 (c)五份发票需注明货物重量，编号和发票相应的日期。 (d)按照本合同第16条第一项规定，提交由制造厂签发的质 量和数量/重量证明书及检验报告各两份。
汉译英 1.卖方将尽力在交货期内包装好所有货物。 The seller will endeavor to complete all packaging within time for the delivery date. 2.买方承担在货物运输和销售中的成本和费用。32 The buyer is responsible for the costs and charges incurred in the sale and transport of the goods. 3.卖方将一次性发送货物。到交货地的运输方式将由卖方决定。33 The seller will deliver the goods in a single shipment. The mode of transport to the point of delivery is at the seller’s discretion. 4.卖方应尽一切努力启运货物以便能及时交货。 The seller will make every effort to commence transport of the goods so that they will arrive by the delivery date. 5.如果推迟交货，卖方应立即告知买方推迟交货，预定的交货期和耽搁的理由。 If there is any delay, the seller will immediately notify the buyer of the delay, the expected time for delivery, and the reason for the delay. 买方有权就新的交货日期与卖方进行重新磋商，双方将以书面形式在协议上写下所做出的修改。或者，买方有权通知卖方终止合同。 The buyer will then have the option to renegotiate with the seller for a new delivery date, which the parties will confirm in writing as a modification to this agreement, or to notify the seller that the agreement is terminated. 6.为了自己的利益，买方将为运输中的货物投保。34 The buyer will obtain and pay, on its own account, for all insurance on the goods while in transit. 7.在货物运输前，保险人将把保险证明，如保单或由保险人所出具的其他证明交给买方。 Evidence of this insurance, in the form of a copy of the policy or other statement provided by the insurer, will be provided to the buyer before the goods are shipped. 8.买卖双方为自己的利益为货物所投保的险种将由其自行负担费用。 Each party is responsible for obtaining on its own account any other insurance coverage for the goods that he may desire. 9.如果买方已向卖方付款，在货物到达纽约港时货物的所有权将转移至买方。 Title to the goods will pass to the buyer at the time the goods are delivered to New York port provided the buyer has transmitted payment to the seller by that time. 10.如果延迟装运是由于买方无法及时提供此类证据，在这种情况下，卖方不违约。 If shipment is delayed because the buyer fails to furnish such proof timely, the seller will not be deemed to have breached the contract. 11.买方同意货物被运送到美国，并同意货物不会被运往其它国家。买方也不会在货物到达美国后再出口。 The buyer covenants that the goods will be shipped to and delivered in US and that the buyer will not ship or deliver the goods to any other country, nor will the buyer re-export the goods after delivery in US. 12.买方有权在卖方的营业地检验或让其代理人检验货物。36 The buyer is entitled to inspect, or to have its agent inspect, the goods at the seller’s place of business. 13.在交货后90天内，卖方可免费为买方换任何有瑕疵的货物，由此所产生的运输费用由卖方承担。 Within 90 days after delivery, the seller will replace free of charges, including the cost of transportations, any part of the goods found defective. 14.卖方应补偿买方任何由此类诉讼所承担的责任、支付的赔偿、花费及诉讼费用。37 The seller will indemnify the buyer against any liability, damage, or expenses incurred in connection with any such suit and will pay any judgment entered against the buyer in such suit. 15.这一协议的生效条件是：买方获得美国政府部门签发的进口许可证,卖方获得中国政府部门签发的出口许可证。38 This agreement is subject to the issuance of an import license to the buyer by the appropriate agency of US government and the issuance of an export license to the seller by the appropriate agency of China government. 16.如果任何一方通知另一方不想或不能履行协议，收到通知的一方有权撤销协议。 If either party notifies the other party that it will not, or is unable to, perform this agreement the party receiving notices is entitled to cancel the agreement. 17.为了使撤销有效，撤销的一方应通知另一方协议已撤销。撤销的日期是收到不履行协议通知的日期。 To make the cancellation effective, the party seeking to cancel must give notice to the other party that the agreement is deemed canceled. The date of the cancellation will be the date on which the party receives the notice of the nonperformance.
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.
合同模板 Contract 合同签订及履约地: Place and Arbitration： 时间 Date and Time： 本合同由买卖双方订立，根据本合同规定的条款，买方同意购买，卖方同意出售下列商品。 This contract is made by the buyer and seller, the purchaser agrees to purchase and the seller agrees to sell the following goods under the terms of this contract. 1．卖方Seller******** 地址Address: Tel: Fax: 2．买方Buyer******** 地址Address: Tel: Fax: 3．合同标的Subject of the Contract 4. 合同价格Contract Price
5. 支付条款Terms of Payment . 合同总价，xxxx, 将按下述方式支付给卖方： The total CONTRACT PRICE of xxxx, shall be paid to SELLER as follows:
同和发货时间表，允许分批发货。 The L/Cs shall be opened in favor of the SELLER by international commercial banks accepted by the SELLER. Partial shipments shall be allowed according to CONTRACT and delivery schedule. ?涵盖合同金额75 %（百分之柒拾伍）的L/C1将在收到合同项下预付款后5个月内开出，有效期为开证日后23个月。 The L/C1 for 75 % (eighty five) of the CONTRACT PRICE shall be opened within 5 months after receipt of the down payment under this CONTRACT at the latest and shall be valid at least for a period of 23 months from the date of its opening. 双方同意，如果必要，信用证有效期将会延长。在卖方提出合理的要求后，
本文部分内容来自网络整理，本司不为其真实性负责，如有异议或侵权请及时联系，本司将立即删除！ == 本文为word格式，下载后可方便编辑和修改！ == 商务合作协议英文范本 篇一：国际商务合同中英文对照 1 Whereas Whereas: considering that 鉴于，就……而论（法律用语） 例1 Whereas the first Party is willing to employ the second Party and the second Party agrees to act as the first Party’s Engineer in Bamako, it is hereby mutually agreed as follows: 鉴于甲方愿意聘请乙方，乙方同意应聘为甲方在巴马科（工程）的工程师，合同双方特此达成协议如下 例 2 Whereas Party B and Party A have entered into this Contract to install Party A’s air-conditioning equipment, the Parties hereto do hereby agree as follows: Chinese version for reference: 鉴于乙方与甲方订立本合同，安装甲方的空气调节设备，双方同意如下： Whereby”，“以此立（证）据”等； In Testimony Whereof：以此为证，特立此证； Whereby: by the agreement; by the following terms and conditions, etc.凭此协议，凭此条款等。 例 1 In Witness Whereof the Parties hereto have caused this Agreement to be executed on laws.
商务合同英译的注意事项(实例版) 前言 英译商务合同貌似简单，实则不然。商务合同是一种特殊的应用文体，重在记实，用词行文的一大特点就是准确与严谨。 本文拟运用翻译教学中所积累的英译商务合同的实例，从三个方面论述如何从大处着眼、小处着手、力求准确严谨英译商务合同。 一、酌情使用公文语惯用副词 商务合同属于法律性公文，所以英译时，有些词语要用公文语词语、特别是酌情使用英语惯用的一套公文语副词，就会起到使译文结构严谨、逻辑严密、言简意赅的作用。但是从一些合同的英文译本中发现，这种公文语副同常被普通词语所代替，从而影响到译文的质量。 实际上，这种公文语惯用副同为数并不多，而已构词简单易记。常用的这类副词是由here、there、where等副词分别加上after、by、in、of、on、to、under、upon、with等副词，构成一体化形式的公文语副词。例如：从此以后、今后：hereafter；此后、以后：thereafter；在其上：thereonthereupon；在其下：thereunder；对于这个：hereto；对于那个：whereto；在上文：hereinabovehereinbefore；在下文：hereinafterhereinbelow；在上文中、在上一部分中：thereinbefore；在下文中、在下一部分中：thereinafter．现用两个实例，说明在英译合同中如何酌情使用上述副词。 例1：本合同自买方和建造方签署之日生效。 This Contract shall come into force from the date of execution hereof by the Buyer and the Builder. 例2：下述签署人同意在中国制造新产品，其品牌以此为合适。 The undersigned hereby agrees that the new products whereto this trade name is more appropriate are made in China. 二、谨慎选用极易混淆的词语 英译商务合同时，常常由于选同不当而寻致词不达意或者意思模棱两可，有时甚至表达的是完全不同的含义。因此了解与掌握极易混淆的词语的区别是极为重要的，是提高英译质量的关键因素之一，现把常用且易混淆的七对词语，用典型实例论述如下。 2.1 shipping advice与shipping instruction sshipping advice是“装运通知”，是由出口商(卖主)发给进口商(买主)的。然而shipping instructions则是“装运须知”，是进口商(买主)发给出口商(卖主)的。另外要注意区分 vendor(卖主)与vendee(买主)，consignor(发货人)与consignee(收货人)。上述这三对词语在英译时、极易发生笔误。 2.2abide by与comply with
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.
合同书 Contract 甲方： Party A: 乙方： Party B: 合同名称： Name of contract: 合同编号： Contract No.:
此合同由如下双方签定 The contract shall be signed by two parties as following: 1、（以下简称甲方） (hereinafter referred to as Party A) 2、（以下简称乙方） (hereinafter referred to as Party B) 此项目经甲乙双方友好协商，按国家经济合同法，现达成协议，其条款如下：The project is friendly negotiated by two parties according to national economic contract law. Now the agreement is reached with articles as following: 一、合同价格Contract amount 合同总金额为人民币（含17%增值税）xxx元。（大写：xxx）。 The total amount of the contract is xxxRMB (including 17% VAT) (in words: xxx). 二、工作范围Working scope 三、付款方式与条件Payment terms and conditions 3.1、合同生效后，甲方预付合同总价的30%。 Party A shall pay 30% of the total contract amount as down payment after the contract is signed and valid. 3.2、完成预验收后，乙方向甲方开具相应的发票，甲方预付合同总价的30%。 After the pre-acceptance, Party A shall pay 30% of the total amount against the invoice issued by Party B. 3.3、在最终客户完成终验收，甲方预付合同总价的30%。 Party A shall pay 30% of the total contract amount after the final customer’s final acceptance. 3.4、质保期为1年，年满后付合同总价的10%。 After the warranty period of 1 year, the last 10% of the total amount shall be paid. 3.5、合同金额包含往来运费。 The total contract amount shall include all transportation fees.
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.
维护服务合同 The maintenance service contract 根据《中华人民共和国合同法》等相关的法律和法规，委托方和受托方本着平等互利，等价有偿，诚实信用的原则，在协商一致的基础上签订本合同，就委托方的服务事宜，达成以下协议。 This contract was made, with the principal of mutual benefit and good faith, in accordance with the “Contract Law of the PRC”and related law, regulation and/or interpretations, by and between the entrusting party and trustee, subject to the services that provided hereunder. 一、服务范围和服务时间、服务条款、合同金额 Ⅰ, Scope of services, Business Hours, Service Items and Contract Value 1、受托方负责对附件一的服务产品清单，按合同约定在服务期间内完成技术服务。 The trustee shall, within the agreed service period hereof, be responsible for complete the technical services that exhibit in Appendix 1 2、受托方将按照合同附件一约定的服务条款标准在合同约定期限内，提供合同所列的服务。 The trustee shall, in accordance with service standard of the Appendix 1 of this contract and within the agreed contract period, provide the listed service. 3、合同附件一：服务产品清单及服务条款，是本合同不可分割的一部分。Appendix 1: Product list and service items shall be deemed as an integral part of this contract. 4、服务合同总金额为￥_______ 元，大写：人民币________元整，此价格为包括服务费、差旅费、人工费、税费等项费用的最终价格。 the total amount of this service contract is ￥________ (RMB _______ only), this amount is all-in prince and shall include but not limited service fees, travel expenses, labor cost, taxes and other expenses. 二、双方的义务 Ⅱ, the obligations of the parties 委托方的义务 Entrusting Party’s obligation 1、当故障发生时，须以书面或电话、邮件形式向受托方提供详细的故障说明，以帮助受托方人员作出正确的故障判断。 Whenever the failure happens, the entrusting party shall use written notice, telephone or email inform trustee with detailed failure explanations; to convenient the trustee make correct resolve solution. 3、为受托方实施服务提供必要的人员、场地和其他环境安排。 The entrusting party shall, for the convenient of trustee, provide the necessary personnel, venues and other environmental arrangement. 受托方的义务 The Trustee's Obligations
【摘要】商务合同是商业法人之间为实现一定的经济目的、明确相互权利义务的一种文体。商务合同英语属半法律性语言，用词准确、正式、严谨，具有鲜明文体意义。本文基于典型实例分析，探讨了商务英文合同的词汇特征及翻译方法。 【关键词】商务英文合同词汇特征翻译 商务合同是商品经济的产物，它随着商品经济的产生而产生，也随着商品经济的发展而发展，是商品交换关系在法律上的体现，受到国家法律的承认和保护。在世界经济全球化和一体化的今天，国际商务活动日益频繁，贸易国法人之间为实现一定的经济利益而签订的明确规定了贸易双方的权利和义务，具有法律效力的文件——国际商务合同的重要性也越来越突出。商务合同英语既具有商务英语的特点，同时也具有法律英语的特点。本文拟从庄重正式、准确严谨和简洁明了三个角度阐述分析商务英文合同的词汇特征及其翻译方法。 一、庄重正式 Martin Joos按照语言使用的正式程度提出了英语的五种变体，即庄重文体(frozen style)，正式文体(formal style)，商议文体（consultative style），随便文体(casual style)和亲密文体(intimate style)。一般认为商务合同英语属庄重文体，即五种变体英语中正式程度最高的一种。商务英文合同的庄重正式的词汇特征体现在专业术语和外来词古体词的使用上。 1.商务专业术语 专业术语(technical term留学生论文网http://biz.doczj.com/doc/8b10158501.html, s)具有鲜明的文体特色。其意义精确、单一、无歧义，且不带有个人感情色彩。为了准确描述商务活动中的各个交易环节以及与此相关的各类单据，商务合同英语文体中使用了大量表意清楚的商务专业术语。例如，policy（保险单），negotiable（可转让的），liability（责任、义务），right of recourse （追索权），factoring（保理）等。这些专业术语可避免冗长的解释，简化交易过程，提高工作效率。 2.法律专业术语 为了准确描述商务活动中交易双方各自的权利与义务，商务合同英语中也使用了较多的法律专业的术语。狭义的法律术语指仅出现在或大多数情况下出现在法律文件中的法律科学的特有术语，此意义上的法律术语在商务合同文体中的数量不多，如：imputed negligence (转嫁的过失责任)特指可向与行为人有利害关系的人或有合同关系的另一方追究责任的过失。商务合同中这类狭义的法律专业术语不以大众是否理解或接受为转移，它是商务合同语言准确表达的保障，是其独有的现象。而广义的法律术语则包括在法律文体中被赋予特定法律意义的常用词语，如action(诉讼)，party(当事人)，financial responsibility(经济责任，指违约责任，具体可指“赔偿损失”、“支付违约金”和“支付迟延支付金额的利息”)。这类词语把握不准确的话很容易导致翻译和理解当中的模糊性，因此要格外留意。如，“The contract is concluded in case of acceptance of the offer.”很容易译为“提议一旦接受，合同随即订立。”而实际上，“acceptance”与“offer”是合同法中两个重要的法律术语，其规范的译文分别为“承诺”、“要约”，前者是指受要约人对要约内容表同意，而后者则指一方希望与另一方订立合同。 3.外来词和古体词 商务合同英语中使用的商务类专业术语有不少源于拉丁语或法语，有些则是由其词根派生或合成，许多术语都有相同的前缀或后缀。它们的意义比较稳定，利于精确地表达概念，例如：ad valorem duty (拉丁语)从价(关)税，bona fide holder (拉丁语)汇票的善意持票人，pro rata tax rate比例税率(拉丁语，即proportional tax rate)，insurance premium per capita (拉丁语)人均保险费，force majeure(法语)不可抗力，pro forma (拉丁语)估算表。
协议编号：LX-FS-A36339 技术合同英文标准范本 After Negotiation On A Certain Issue, An Agreement Is Reached And A Clause With Economic Relationship Is Concluded, So As To Protect Their Respective Legitimate Rights And Interests. 编写：_________________________ 审批：_________________________ 时间：________年_____月_____日 A4打印/ 新修订/ 完整/ 内容可编辑
技术合同英文标准范本 使用说明：本协议资料适用于经过谈判或共同协商的某个问题，在取得一致意见后并订立的具有经济或其它关系的契约条款，最终实现保障各自的合法权益的结果。资料内容可按真实状况进行条款调整，套用时请仔细阅读。 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:
买方 The Buyer: 地址 Address Tel: Fax: 卖方 The Seller: 地址： Address Tel: Fax: 本合同由买卖双方订立，根据本合同规定的条款，买方同意购买，卖方同意出售下述商品：This Contract is made by and between the Buyers and Sellers, whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned commodity according to the terms and conditions stipulated below: (1) 货名及规格 Commodity & Specification (2) 数量 Qty. (3) 单价 Unit Price (4) 总价Total Amount (5) 原产公司：COUNTRY OF ORIGIN : (6) 装运期限：TIME OF SHIPMENT: (7) 装运口岸：PORT OF SHIPMENT： (8) 到货目的地：DESTINATION： (9) 保险： INSURANCE： 由卖方按合同金额110％投保一切险和战争险 All Risks and War Risk for 110% contract value to be covered by the Seller. (10) 运输方式：TERM OF SHIPMENT: 空运 By air (11) 包装：PACKING：
须用坚固的新木箱包装，适合长途空运/陆运，防湿、防潮、防震、防锈、耐粗暴搬运。由于包装不良所发生的损失，由于采用不充分或不妥善的防护措施而造成的任何锈损、破损，卖方应负担由此而产生的一切费用和损失。包装箱内应包含一整套服务操作手册。卖方使用的木质包装应经薰蒸处理，并在木质包装表面标上清晰的IPPC标识。 To be packed in new strong wooden case(s) suitable for long distance air/land transportation and well protected from dampness, moisture, shock, rust and rough handling. The Sellers shall be liable for any damage to the goods on account of improper packing and for any rust damage and break damage attributable to inadequate or improper protective measures taken by the Sellers, and in such case or cases any and all losses and / or expenses incurred in consequence thereof shall be borne by the Sellers. One full set of service and operation manuals concerned shall be enclosed in the case(s). The wood packaging the Seller used shall be fumigated and marked with “IPPC” on the surface of wood packaging. (12) 唛头：SHIPPING MARK: 卖方应在每件包装上，用不褪色油墨清楚地标刷件号、尺码、毛重、净重、“此端向上”、“小心轻放”、“切勿受潮”等字样，并刷有下列唛头: On the surface of each package, the package number, measurements, gross weight, net weight, the lifting positions, such cautions as “THIS SIDE UP”, “HANDLE WITH CARE”,“KEEP AWAY FROM MOISTURE” and the following shipping mark: (13) 付款条件：TERMS OF PAYMENT： 100%的合同金额通过电汇支付。100% contract value by T/T. 买方在合同生效后两周内支付合同金额的100%货款 The Buyer shall pay 100% advance payment to the Seller within two week after contract effected. (14) 单据：Documents, 1. 正本空运单（收货人联），标明“运费已付”及唛头，买方为收货人及通知方。 Original Airway Bill (copy for Consignee) marked “freight prepaid” and shipping mark, consign to and notify the Buyer. 2. 涵盖100%合同金额的商业发票三正三副，注明合同号、唛头。