Reference:
Language and Usage
Part One General Introduction
Ⅰ. Contract and Agreement
Contract:
Contracts referred to in this law are agreements between equal natural persons, legal
persons and other organizations for the purpose of establishing, altering and terminating
mutual civil rights and obligations.(Contact Law of PRC)
A contract is a promise, or a set of promises, for breach of which the law gives a remedy,
or the performance of which the law in some way recognizes as a duty.(Restatement of
Contracts)
Agreemment:
A consensus of minds, or evidence of such consensus, in spoken or written form,
relationg to anything done or to be done.(Dictionary of Law)
Understanding and Translating
English Contracts
Zhangli
jenny4271900@
(1) A mutual understanding between two or more persons about their relative duties
and obligations regarding past or future performance; a manifestation of mutual assent
by two or more persons.
(2) The parties actual bargain as found in their language or by implication from other
circumstances, including course of dealing, usage of trade and course of performance.(Black’s
Law Dictionary)
Contract and Agreement
Every contract is an agreement, but not every agreement is a contract.
Ⅱ. Categories and Titles（种类与名称）
Contract, Agreement
Letter of Intent and MOU
Covenant, Indenture, Deed
Other documents (e.g. Letter, Waiver, Guaranty, Power of Attorney)
Part Two Features of English Contracts
Ⅰ. Wording and Expression
Professional
Formal
Accurate
翻译下列句子：
1. 应乙方要求，甲方同意派遣技术人员帮助乙方安装设备。
2. 雇主应该对有关人员给予正确技术指导。
3. 本合同受中国法律管辖，并按中国法律解释。
4. 加工贸易中，厂方无论是对原料还是成品都无所有权。
5. “生效期”指双方合同签字的日子。
特点之一：正式用语(formal terms)
Any such assignment, transfer or conveyance shall be without other consideration than
the mutual covenants and considerations of this agreement. We advise you of our intention to terminate our tenacy on or before___(date) and to
deliver to you full possession of the premises.
Without prejudice to the parties’ rights under Clause 18.1, the indemnities provided for
in Clause 16.1 and/or 16.2 shall be the sole compensation for the damages caused by
such delays.
特点之二：专业术语（Technical Terms/Terminology)
1. This agreement is made and entered into by and between Party A and Party B.
2. The following documents shall be deemed to form and be read and construed as an
integral part of this Contract.
3. This Contract can only be altered, amended or supplemented in accordance with
documents signed and sealed by authorized representatives of both parties.
4. All activities of ABC Co. shall be governed by the laws, decrees and pertinent rules and
regulations of China.
特点之三：同、近义词连用（Parellel Synonyms)
特点之四：-or, -er和-ee名词的运用
Employer---employee
Assignor---assignee
Lessor---lessee
Licensor---licensee
Payer---payee
Offeror---offeree
Promisor---promisee
特点之五：助动词的使用
“shall” and “may”
The Option Period shall be the period of 10 days starting from the 30th day after the
execution of this Agreement to the ---
This Contract shall become effective upon and from the date on which it is signed.
During the Option Period, the Purchaser may terminate this Agreement with a written
notice to the Seller.
“will” and “would”
The Seller shall ensure that all the Information will be correct and complete—
The amount of the Deposit that would be released to the Sellers—
The Seller shall continue to notify the Purchaser of the occurrence of any event during
this period which would result in the breach of any of the Wanrranties---
Others:
Ought to
Should
Need
May not
and can not
‖Usually wording
Neither party makes any warranty, express or implied, as to any Confidential Information
that it may provide hereunder, including without limitation as to the accuracy of the
Confidential Information, as to whether any new products will be produced as disclosed,
or as to the availability of product(s) on any specific date. Neither party will be liable to the other for any default hereunder if such default is
caused by an event beyond such party’s reasonable control.
Both parties shall strictly limit the access to the confidential information to their
responsible representatives only for the purposes specified hereunder.
Hereunder=under this agreement
Obligation hereunder
Rights granted hereunder
Payment due hereunder
Notice required to be given hereunder
All disputes arising from the performance of this Contract shall, through amicable
negotiations, be settled by the Parties hereto.
Technical Documents means the data and the information specified in Appendix 1
hereto,.
Hereto=to this agreement
Both parties hereto
Items specified in Attachment hereto
The Employer hereby covenants to pay the Contractor in consideration of the execution
and completion of the Works and the remedying of defects therein the Contract Price or
such other sum as may become payable under the provisions of the Contract at the time
and in the manner prescribed by the Contract.
The buyer hereby orders from the Seller the undermentioned goods subject to the
following conditions.
Hereby=by this agreement
The company hereby covenants and warrants that---
Both parties hereby agree that---
The Seller hereby waives the right of ----
The minimum royalty herein specified shall be paid by Party B to Party A.
Both parties agree to attempt to resolve all disputes between the parties with respect to
the application or interpretation of any term hereof of transaction hereunder, through
amicable negotiation.
Hereof =of this agreement
herein=in this agreement
To file a suit in the court agreed to herein
To follow the terms and conditions herein
To take effect on the date hereof
The headings of the sections hereof
Thereof, thereto--- and the same
No change in or modification of this Agreement shall be valid unless the same is made in
writing.
This Agreement is written in the English language. In case of any discrepancy between
the English version and any translation thereof, the English text shall govern.
“Temporary Works” means all temporary works of every kind (other than the
Contractor’s Equipment) required in or about the execution and completion of the Works
and the remedying of any defects therein.