英文合同结构与主要条款

标准英文合同通常可以分为前言（Preamble）、正文（Habendum）、证明部分（Attestation）、附录（Schedule）四大部分组成。

1. 前言（Preamble）部分

前言部分主要有如下内容：

(1) 指明签约双（各）方

例1：

This JOINT VENTURE AGREEMENT ("AGREEMENT") is made as of June 3, 1998, by and between E*TRADE GROUP, INC., a Delaware corporation ("E*TRADE"), and SOFTBANK CORP., a Japanese corporation ("SOFTBANK"). E*TRADE and SOFTBANK are hereunder also referred to collectively as the "PARTIES" and individually as a "PARTY."

例2：

THIS DEVELOPMENT AND SUPPLY AGREEMENT (the "Agreement") is entered into and is effective as of June 30, 1995 (the "Effective Date"), by and between JetFax, Inc., a corporation duly organized and existing under the laws of Delaware, U.S.A. with its principal place of business at 1376 Willow Road, Menlo Park, California 94025 ("JetFax"), and Samsung Electronics Corporation, a corporation duly organized and existing under the laws of the Republic of Korea, having its principal place of business at 20th Floor, Severance Building, 84-11, 5-Ka, Namdaemoon-Ro, Chung-Ku, Seoul, Korea ("Samsung").

(2) “鉴于（Whereas）”、“叙述（Recital）”或“背景（Background）”部分

该部分主要是介绍合同的相关情况，具体有如下内容：

a) 合同双（各）方的背景情况介绍，如各方所从事的行业：

例1：

AMD engages through its Communication Products Division ("CPD") in the design, development, manufacture and sale of telecommunication products for public communications infrastructure systems, customer premise equipment and cordless telephony applications.

b) 合同目的

例1：

The Parties desire to form a joint venture to provide online securities trading services to residents of Japan on the terms and subject to the conditions set forth herein.

例2：

The parties intend to share revenues generated by the Health Category, as well as revenues generated by similar activities conducted by McKesson using the AvantGo software on behalf of McKesson's customers, but do not intend to share revenues arising from the operations of their respective core businesses.

c) 合同的背景情况

例1：

This Agreement is being executed and delivered simultaneously with the execution and delivery of the Agreement and Plan of Merger dated December 13, 1999 (the "Merger Agreement") among Union Oil, the Company, Sub and Titan.

例2：

Pursuant to a Stockholders Agreement entered into simultaneously with the execution and delivery of this Agreement, Union Oil will have the right to nominate certain persons ("Designees") to serve on the board of directors of the Company following the Merger. Certain of the Designees may be directors of or employed by Union Oil or companies in which Union Oil has an interest, other than the Company and its subsidiaries.

(3) 明确指明合同双（各）方愿意签订本合同

例1：

NOW THEREFORE, IN CONSIDERATION OF the mutual promises and covenants set forth in this Agreement, the Parties agree as follows:

例2：

NOW THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows: