第一篇：英文合同

sales agreement

銷 售 協(xié) 議

agreement no: ---

this agreement is made on this date as of june 01, 2023 , by and between the following parties:

下列買賣雙方經(jīng)友好協(xié)商，同意2023年 月日訂立本協(xié)議。

the buyer 買方：beijing zhongyang global tunaco.ltd.：北京中洋環(huán)球金槍魚有限公司

address 地址：no.200 jingshun road chaoyang district, beijing, china

中國(guó)北京市朝陽(yáng)區(qū)京順路200號(hào)

tel 電話：86-10-89669988 fax 傳真： 86-10-6435 9456

the seller 賣方：

address 地址:

tel 電話：

fax 傳真：

consignee and payer are appointed by the buyer as below for the time being. the buyer should inform the seller in written form if any change of consignee or payer.

買方目前指定的收貨人和付款人如下。若收貨人或付款人有變動(dòng)，買方應(yīng)以書面形式通知賣方。

… page 1/5 …

the consignee 收貨人：beijing zhongyang global tuna co.ltd.

北京中洋環(huán)球金槍魚有限公司

address 地址：no.200 jingshun road chaoyang district, beijing北京市朝陽(yáng)區(qū)京順路200號(hào)

tel 電話：86-10-89669988 fax 傳真： 86-10-6435 9456

the payer 付款人：beijing zhongyang global tunaco.ltd

北京中洋環(huán)球金槍魚有限公司

address 地址：no.200 jingshun road chaoyang district, beijing北京市朝陽(yáng)區(qū)京順路200號(hào)

tel 電話：86-10-89669988 fax 傳真： 86-10-6435 9456

whereas, the buyer contemplates to import the agreed products and holds all necessary permits for this kind of importation, and the seller has the capacity to provide these products .

買方需要進(jìn)口協(xié)商確定的產(chǎn)品并具有進(jìn)口該類產(chǎn)品所需的所有許可；賣方具有以供應(yīng)該類產(chǎn)品的能力。

therefore, the seller agrees to sell and the buyer agrees to buy the undermentioned product during the period of this agreement according to the terms and conditions stated below:

為此，買賣雙方同意在本協(xié)議有效期內(nèi)按照以下的條款購(gòu)買/供應(yīng)下述產(chǎn)品：

1. product & price 產(chǎn)品及價(jià)格

product 產(chǎn)品：------------frozen tuna (---------) 冷凍金槍魚

commoditygradenet/ctnq’tyunit priceamount 品 名等級(jí)單箱凈重?cái)?shù)量單價(jià) (cfr 新港)總價(jià)

origin 產(chǎn)地：

… page 2/5 …

negotiated and agreed according to market price per season and the buyer confirmed in written form of purchase order (see annex one). the seller confirmed in form of invoice .

參照市場(chǎng)行情價(jià)格每季度協(xié)商確定。買方以定單（參見(jiàn)附件一）的書面形式確認(rèn)價(jià)格及數(shù)量，賣方以發(fā)票形式確認(rèn)價(jià)格及數(shù)量。

2. insurance : to be covered by the seller

3.保險(xiǎn)由賣方負(fù)擔(dān)。

3. purchase order 訂貨單

during the period of this agreement, as for each shipment, the buyer should contact in advance with the seller on the quantity, delivery time and other particulars of this shipment, and based on the consultation results, issue a written purchase order to the seller, stating the quantity, unit price and delivery time and other particulars agreed by the seller. the seller shall arrange the shipment as agreed and issue an invoice to the buyer.

在本協(xié)議期內(nèi)，對(duì)于每批貨，買方應(yīng)事先與賣方就數(shù)量、交貨時(shí)間及其它特定條件進(jìn)行洽談。

在賣方認(rèn)可這些條件后，買方應(yīng)向賣方發(fā)送注明數(shù)量、交貨時(shí)間及其它特定條件的訂貨單。賣方應(yīng)按照訂貨單的要求安排發(fā)貨并開(kāi)具銷售發(fā)票。

the purchase order will be prepared by the buyer. its format is enclosed as annex one of this agreement and shall be adopted by the buyer.買方應(yīng)使用并填寫本協(xié)議附件一所示的訂貨單。

4. delivery terms 發(fā)貨條款

cfr xingang

period of shipment：

the specific time for each shipment will be showed on the purchase order and should be determined when the seller receives the buyer’s purchase order.

發(fā)貨期：

具體交貨日期會(huì)顯示在訂貨單上，并應(yīng)在賣方接到買方的訂貨單后確定。 transportation 運(yùn)輸方式：by sea container海運(yùn)

the seller will provide the completed documents required by buyer and conform to the law of ciq and china customs.

賣方所提供的單據(jù)必須齊全,并符合中國(guó)有關(guān)法律。

… page 3/5

5. payment terms 付款方式

the buyer should pay byt/t ：15 days after declaration of the goods by the buyer and t/t to the account of the seller.

買方應(yīng)在其收到貨后15天之內(nèi)將貨款付給賣方

6.收款人賬號(hào)信息:

information of bank account of the seller:

7. claims 索賠條款

the products must be checked upon delivery. claims due to quality of the tuna must be made in

written immediately and for maximum 7 days after delivery. tuna subject to claim must not be resold

without agreement. the seller should issue credit note for the claim within 1 month after claim.

買方應(yīng)在貨物運(yùn)抵后即刻檢查貨物的狀態(tài)。對(duì)于提出索賠的貨物，買方不得在未經(jīng)賣方許可的情況下銷售。賣方在接到買方提交的索賠報(bào)告后，應(yīng)在1個(gè)月內(nèi)開(kāi)具索賠通知單。

the invoiced amount must always be paid in full as agreed. deduction from an invoice can only be

done if the seller has issued a credit note.

只有賣方開(kāi)具索賠通知單（credit note）的情況下，買方才可沖抵發(fā)票金額。否則，發(fā)票金額必須全額支付。

8. confidentiality 保密條款

both parties are obliged not to publish the content of this agreement, also including cases of

disagreement, to competitors, press, tv etc. and not to disclose any content of this agreement to any

other third party unless the prc laws and regulations require otherwise.

買賣雙方都不得以任何形式向競(jìng)爭(zhēng)對(duì)手、新聞媒體及任何第三方透露本協(xié)議中的內(nèi)容，除非中國(guó)的法律和法規(guī)要求如此。

9. period of agreement 協(xié)議期限

the period of this agreement is june 2023 – dec. 2023

本協(xié)議有效期為自------

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10. termination of agreement 協(xié)議的解除

one party has the right to terminate this agreement unilaterally prior to the expiry of this agreement

if any of the above terms/conditions are breached by the other party. the unilateral termination will

take effect when a written notice has been duly issued to the default party.

若協(xié)議一方有任何違反上述條款的行為，則另一方有權(quán)在協(xié)議到期前單方解除協(xié)議。當(dāng)違約方收到另一方解除協(xié)議的書面通知時(shí)，本協(xié)議自動(dòng)失效。

the termination of this agreement will not relieve the default party of any responsibility and

obligations under this agreement which has occurred prior to termination of this agreement.

本協(xié)議的終止并不免除違約方在協(xié)議終止前、協(xié)議中規(guī)定的責(zé)任和義務(wù)。

11. dispute resolution 爭(zhēng)議的解決

any dispute arising from or in connection with this agreement which cannot be amicably settled

between the parties, shall be submitted to no.2 intermediate people’s court of beijing for hearing. if

the disputed amount is too low to meet the acceptance criterion of the above said court, the dispute

shall be submitted to people’s court of beijing chaoyang district for resolution.

任何有關(guān)本協(xié)議的爭(zhēng)議或糾紛應(yīng)先通過(guò)友好協(xié)商解決。若協(xié)商仍無(wú)法解決，則應(yīng)提交北京市第二中級(jí)人民法院審理。若標(biāo)的不足以達(dá)到上述法院的受理標(biāo)準(zhǔn)，則應(yīng)遞交北京市朝陽(yáng)區(qū)人民法院受理。

buyer：beijing zhongyang global tunaco.ltd.

買方：北京中洋環(huán)球金槍魚有限公司

for & on behalf of:

授權(quán)代表

seller:

賣方：

for & on behalf of :

授權(quán)代表：

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第二篇：英文合同

美國(guó)資深律師經(jīng)驗(yàn)：二十一世紀(jì)寫好合同的五十招（英漢對(duì)照） 作者：james. martin 來(lái)源： 梅世杰的日志美國(guó)資深律師經(jīng)驗(yàn)：二十一世紀(jì)寫好合同的五十招（英漢對(duì)照）

作者：james. martin

fifty tips for writing the 21st century contract that stays out of court

二十一世紀(jì)寫好合同的五十招

作者：james.martin

譯者：胡清平

published in the florida bar journal, nov. 2023

（本文于2023年11月發(fā)表于美國(guó)佛羅里達(dá)州的律師雜志上）

note: this article is for background purposes only and is not intended as legal advice.

作者注：本文僅供參考，并不旨在提供法律意見(jiàn)

譯者注：翻譯本文并未得到原作者同意，故譯文僅供學(xué)習(xí)和研究使用.

-------------------------------------------------------------------------------- welcome to the 21st century. where practicing law requires us to don the garb of computers and the internet. and where litigation is as costly as ever. lawyer bills running $10,000 a month are not unusual in a hotly contested breach of contract lawsuit. with every word, phrase and sentence carrying the potential for winning or losing, the stakes are high. simple logic, therefore, directs us to cautious and thoughtful drafting.

新世紀(jì)的到來(lái)，要求我們?cè)诜�律�?shí)踐中應(yīng)該多用電腦和互聯(lián)網(wǎng)，不過(guò)，訴訟成本還是那么地高，面對(duì)日益競(jìng)爭(zhēng)激烈的違約訴訟，律師每月開(kāi)出1萬(wàn)美元的賬單也是常有的事。合同中的每一個(gè)字，每一個(gè)詞，每一句話，都意味著潛在的輸或贏，換句話說(shuō)，押在這上面下的賭注也很大，所以，在起草合同時(shí)要把握兩條原則：小心謹(jǐn)慎和深思熟慮。

drafting contracts is actually one of the simple pleasures of practicing law. just 3 years ago at this convention i presented 50 tips for contract writing. this article updates those tips in the context of our new tools and abilities. following these tips could result in your writing a contract so clear no one will want to litigate it, saving your client from the trials and tribulations of litigation, truly a good reason to write the contract that stays out of court.

然而，起草合同的確又是法律實(shí)踐中一件有意思的事兒。大約三年前，也是在這樣一個(gè)會(huì)議上，我提出了合同起草的50招。本文在那些招數(shù)的基礎(chǔ)上，結(jié)合一些新的工具和技能，推出了下面這個(gè)新版本,但愿它們能幫助你起草無(wú)可挑剔的合同，讓你的客戶免受訴訟的困擾。

these tips apply to writing all kinds of agreements: office leases, real estate contracts, sales agreements, employment contracts, equipment leases, prenuptial agreements. they even apply to stipulations and settlements in litigation, where you want an agreement so clear that it avoids future litigation. wherever clarity and simplicity are important, these tips will guide you there. the appendix provides a few sample forms to illustrate these tips. 這些招數(shù)適用于各種合同，比如，辦公租賃合同、不動(dòng)產(chǎn)合同、買賣合同、勞動(dòng)合同、設(shè)備租賃合同、婚前協(xié)議。同樣，如果你不想讓你在訴訟中所起草的和解條款與協(xié)議再起爭(zhēng)議的話，也可以參考一下這些招數(shù)。另外，通過(guò)了解這些招數(shù)，你就會(huì)明白，起草合同，清晰、簡(jiǎn)明是多么地重要。本文的附錄提供了一些簡(jiǎn)單的法律文書范本-----這將有助于你理解這些招數(shù)。

before you write the first word

第一部分：在動(dòng)筆之前

1. ask your client to list the deal points. this can be in the form of a list, outline or narration. doing this will help the client focus on the terms of the agreement.

1.要求你的客戶列出合同交易的要點(diǎn)，也可以說(shuō)是合同的清單、目錄或概述。這一招首先幫助你的客戶弄清合同的重點(diǎn)所在。

2. engage your client in "what if" scenarios. a good contract will anticipate many possible factual situations and express the parties' understanding in case those facts arise. talking to your client about this will generate many issues you may not otherwise consider.

2.讓你的客戶提供一些假設(shè)可能發(fā)生的情況。好的合同不僅能夠預(yù)見(jiàn)到許多可能發(fā)生的情況，而且還能清楚地描述出發(fā)生這些情況后合同雙方的立場(chǎng)。和客戶聊這些情況將有助于你發(fā)現(xiàn)一些你可能沒(méi)有考慮到的問(wèn)題。

3. ask your client for a similar contract. frequently, clients have had similar transactions in the past or they have access to contracts for similar transactions. 3.請(qǐng)求你的客戶提供類似的合同。通常情況下，客戶都保留著過(guò)去的交易記錄或者是類似合同。

4. search your office computer or the internet for a similar form. many times you can find a similar form on your computer. it may be one you prepared for another client or one you negotiated with another lawyer. just remember to find and replace the old client's name. starting with an existing form saves time and avoids the errors of typing. here are some web sites where you can find forms:

http:// 5. obtain forms in books or cd-rom. typical forms of contracts can be found in form books, such as west's legal forms (a nationwide set) and florida jur forms, as well as in treatises and florida bar cle publications. these can be used as the starting point for drafting the contract or as checklists of typical provisions and wording to include in the contract. many treatises and form books now come with forms on disk or cd-rom.

5.從書中或者是光盤上獲取合同范本。典型的合同范本在一些范例書中都可能找到：比如,西方法律文書（全國(guó)版）佛羅里達(dá)州文書期刊，另外，在有些論文和佛羅里達(dá)州律師協(xié)會(huì)的法律繼續(xù)教育出版物中也可以找到一些。起草合同時(shí)，你可以把這些范本當(dāng)做原始資料，利用其中某些典型的條款和措詞。更為方便的是，許多論文和書中的合同范本都有電子文本儲(chǔ)存在磁盤或光盤中。

6. don't let your client sign a letter of intent without this wording. sometimes clients are anxious to sign something to show good faith before the contract is prepared. a properly worded letter of intent is useful at such times. just be sure that the letter of intent clearly states that it is not a contract, but that it is merely an outline of possible terms for discussion purposes. see appendix c.

6.如果沒(méi)有特別申明，不要讓你的客戶在意向書上簽字。有時(shí)候，在合同未準(zhǔn)備好之前，客戶為了表示誠(chéng)意，往往急于簽署某些東西，當(dāng)然，在這種情況下，如果客戶急于簽署的是有特別申明的意向書，這也是可以的，但一定要注明：本意向書并非合同，只是雙方為了更好地溝通協(xié)商，而擬定的對(duì)未來(lái)?xiàng)l款的概述。類似意向書的范例見(jiàn)附錄c。

writing that first word

第二部分：開(kāi)始起草合同

7. start with a simple, generic contract form. the form in appendix a is such a form. it provides a solid starting point for the structure of the contract. like a house, a contract must have a good, solid foundation.

7.從簡(jiǎn)單、典型的合同入手。附錄a就是一個(gè)簡(jiǎn)單、典型的合同，它提供了一個(gè)合同的基本支架。像房子一樣，一個(gè)合同必須有一個(gè)牢固的根基。

8. state the correct legal names of the parties in the first paragraph. as obvious as this is, it is one of the most common problems in contracts. for individuals, include full first and last name, and middle initials if available, and other identifying information, if appropriate, such as jr., m.d., etc. for corporations, check with the secretary of state where incorporated. 8.在合同的第一段要寫清楚雙方的名稱。，這是個(gè)簡(jiǎn)單而又不得不引起重視的問(wèn)題。如果是個(gè)人，要寫清姓和名,中間有大寫字母和其他身份信息的，也要注明，例如：jr.,m.d,等等；如果是公司，為避免弄錯(cuò)，寫名稱時(shí)可以到公司注冊(cè)地的相應(yīng)機(jī)構(gòu)去核對(duì)一下。

9. identify the parties by nicknames. giving each party a nickname in the first paragraph will make the contract easier to read. for example, james w. martin would be nicknamed "martin."

9.確定合同雙方的別稱（簡(jiǎn)稱）。為便于閱讀，一般要在合同的第一段為雙方弄一個(gè)別稱，如：將詹姆士.馬丁簡(jiǎn)寫為"馬丁"。

10. be careful when using legal terms for nicknames. do not use "contractor" as a nickname unless that party is legally a contractor. do not use "agent" unless you intend for that party to be an agent, and if you do, then you better specify the scope of authority and other agency issues to avoid future disagreements.

10.使用法定術(shù)語(yǔ)作為雙方當(dāng)事人的別稱時(shí)，要小心。除非一方當(dāng)事人在法定上就是承包人，否則不要將"承包人"作為其別稱。同樣，除非你想讓一方當(dāng)事人成為法定上的代理人，否則不要稱其為"代理人"，如果堅(jiān)持要用，最好明確一下代理范圍并找到其他可以避免將來(lái)爭(zhēng)執(zhí)的方案。

11. include a blank for the date in the first paragraph. putting the date in the first paragraph makes it easy to find after the contract is signed. it also makes it easy to describe the contract in other documents in a precise way, such as the "december 20, 2023, contract for sale of real estate."

11.在合同的第一段要為書寫簽約時(shí)間留下空格。把簽約時(shí)間放在第一段，當(dāng)合同簽署后，你就能夠很容易地找到它，而且，這樣做還可以給你在其他相關(guān)文件中準(zhǔn)確地描述這個(gè)合同提供幫助，范例如：不動(dòng)產(chǎn)買賣合同，訂立于2023年12月20日

12. include to provide background. recitals are the "whereas" clauses that precede the body of a contract. they provide a simple way to bring the contract's reader (party, judge or jury) up to speed on what the contract is about, who the parties are, why they are signing a contract, etc. the first paragraph in the body of the contract can incorporate the recitals by reference and state that they are true and correct. this will avoid a later argument as to whether or not the recitals are a legally binding part of the contract. 12.書寫引述語(yǔ)。引述語(yǔ)是指那些放在合同主體前面的"鑒于"條款。書寫此類條款的目的是為了讓讀者（通常指合同雙方，法官，陪審團(tuán)）很快地了解到合同的主要內(nèi)容是什么，合同雙方是誰(shuí)，以及他們?yōu)槭裁春炗喓贤�，等等。�?dāng)然，合同主體的第一段也可以加上引述語(yǔ)并陳述其是真實(shí)準(zhǔn)確的，如果這樣做了，合同雙方將來(lái)就不會(huì)爭(zhēng)執(zhí)：引述語(yǔ)作為合同的一部分是否具有法律效力？

13. outline the contract by writing out and underlining paragraph headings in their logical order. the paragraphs should flow in logical, organized fashion. it is not necessary to write them all at once; you can write them as you think of them. try to group related concepts in the same paragraphs or in adjacent paragraphs. for example, write an employment contract's initial paragraph headings like this: recitals. employment. duties. term. compensation.

13.按邏輯順序列出合同段落的標(biāo)題詞.合同的段落是按一定的邏輯順序組織起來(lái)的，當(dāng)然，你并不需要一下子列出所有段落的標(biāo)題詞，想到多少就寫多少，不過(guò)，這些標(biāo)題詞要力求總結(jié)出每個(gè)段落或相關(guān)段落的內(nèi)容。比如：撰寫勞動(dòng)合同時(shí)列出的標(biāo)題詞就像下面這些：

引述語(yǔ)

聘用

職責(zé)

期限

賠償

14. complete each paragraph by writing the contract terms that apply to that paragraph. this is simple. you learned this in elementary school. just explain in words what the parties agree to do or not do paragraph by paragraph. 14.在撰寫每一段時(shí)要注意內(nèi)容集中，不要東拉西扯，是的，這很簡(jiǎn)單，你可能上小學(xué)時(shí)就學(xué)過(guò)，但我還是要提醒你，要集中火力，一段一段地分別說(shuō)明合同雙方同意做什么，不同意做什么。

15. keep a pad at hand to remember clauses to add. it is normal to think of additional clauses, wording and issues while writing a contract. jot these down on a pad as you write; they are easily forgotten. also keep your client's outline and other forms in front of you as you write, and check off items as you write them. 15.放一個(gè)便箋簿在手邊，以便記下需要添加的條款。在書寫合同的同時(shí)，你可能隨時(shí)會(huì)想到一些需要添加條款、措詞和問(wèn)題，要盡快記在便箋簿上，因?yàn)樗麄兲�容易忘了。另外，你最好將客戶列出的要點(diǎn)和一些類似的合同范本也放在眼前，以便在書寫過(guò)程中隨時(shí)查對(duì)。

16. repeat yourself only when repetition is necessary to improve clarity. ambiguity is created by saying the same thing more than once; it is almost impossible to say it twice without creating ambiguity. only if the concept is a difficult one should you write it in more than one way. in addition, if you use an example to clarify a difficult concept or formula, be sure that all possible meanings are considered and that the example is accurate and consistent with the concept as worded.

16.除非是為了更清晰地說(shuō)明問(wèn)題，否則不要在合同中重復(fù)陳述某個(gè)內(nèi)容。將一個(gè)事實(shí)來(lái)回地說(shuō)很容易讓人模棱兩可。如果你將一個(gè)概念重復(fù)地解釋，那理解起來(lái)就更有困難。另外，如果你想通過(guò)一個(gè)例子來(lái)闡明一個(gè)難以理解的概念或規(guī)則時(shí)，一定要考慮到其所有的含義、這個(gè)例子的準(zhǔn)確性以及它和概念的相符性。

what to watch out for when writing

第三部分：撰寫時(shí)的注意事項(xiàng)

17. title it "contract." do not leave this one to chance. if your client wants a contract, call it a contract. a judge now sitting on the federal bench once ruled that a document entitled "proposal" was not a contract even though signed by both parties. the lesson learned is, "say what you mean." if you intend the document to be a legally binding contract, use the word "contract" in the title.

17.標(biāo)題上注明"合同"兩字。不要為碰運(yùn)氣而忽略這個(gè)。如果你的客戶需要合同，就要注明是合同。一個(gè)仍在聯(lián)邦法院里任職的法官就曾經(jīng)裁定：有雙方簽字，但標(biāo)有"建議書"的文件并非合同。這給我們的教訓(xùn)就是，你怎么想，就應(yīng)該怎么說(shuō)。如果你想讓你的文件成為具有法律效力的合同，就要在標(biāo)題中注明"合同"字樣。

18. write in short sentences. short sentences are easier to understand than long ones.

18.寫短句子，因?yàn)槎叹渥颖乳L(zhǎng)句子讓人更容易理解。

19. write in active tense, rather than passive. active tense sentences are shorter and use words more efficiently, and their meaning is more apparent. example of active: "sellers shall sell the property to buyer." example of passive: "the property shall be sold to buyer by seller."

19.用主動(dòng)語(yǔ)態(tài)而不用被動(dòng)語(yǔ)態(tài)。相對(duì)而言，主動(dòng)語(yǔ)態(tài)的句子更簡(jiǎn)短，措詞更精練，表達(dá)更明白。還是讓我們來(lái)來(lái)看一個(gè)例子吧，主動(dòng)語(yǔ)態(tài)的句子：賣方將把此物賣給買方;被動(dòng)語(yǔ)態(tài)的句子：此物將被賣方賣給買方。

20. don't use the word "biweekly." it has two meanings: twice a week and every other week. the same applies to "bimonthly." instead, write "every other week" or "twice a week." 20.不要用“雙周”之類的詞，因?yàn)檫@有可能產(chǎn)生歧義----是兩周還是每隔一周？類似的詞還有"雙月",所以最好這樣寫:"兩周"或"每隔一周"。

21. don't say things like "active termites and organisms". avoid ambiguity by writing either "active termites and active organisms" or "organisms and active termites." when adding a modifier like "active" before a compound of nouns like "termites and organisms", be sure to clarify whether you intend the modifier to apply to both nouns or just the first one. if you intend it to apply to both, use parallel construction and write the modifier in front of each noun. if you intend it to apply to just one noun, place that one noun at the end of the list and the modifier directly in front of it.

21.不要說(shuō)"活動(dòng)著的白蟻和有機(jī)體"之類的話，為了避免模棱兩可，最好這樣寫：“活動(dòng)著的白蟻和活動(dòng)著的有機(jī)體”或是“白蟻和活動(dòng)著的有機(jī)體”。當(dāng)一組名詞（如"白蟻和有機(jī)體"）前有一個(gè)修飾語(yǔ)（如"活動(dòng)著的"）時(shí)，你一定要弄清楚這個(gè)修飾語(yǔ)是修飾兩個(gè)名詞還是僅僅修飾第一個(gè)名詞。如果是修飾兩個(gè)詞，可以用排比的手法分別在這兩個(gè)詞之前加上修飾語(yǔ)，如果你只想修飾一個(gè)名詞，那么你就應(yīng)該把這個(gè)詞放在這組詞的最后，然后在它的前面加上修飾語(yǔ)。

22. don't say "lessor" and "lessee." these are bad nicknames for a lease because they are easily reversed or mistyped. use "landlord" and "tenant" instead. the same applies to lienor and lienee, mortgagor and mortgagee, grantor and grantee, licensor and licensee, party a and party b. this is where you can use your creativity to come up with a different nickname for a party, as long as you use it consistently throughout the contract. 22.不要說(shuō)“出租人”和“承租人”。這對(duì)一個(gè)租賃合同來(lái)說(shuō)是些不好的別稱，因?yàn)樗麄內(nèi)菀妆活嵉够蛘叱霈F(xiàn)打印錯(cuò)誤�？梢杂谩胺繓|”和“房客”來(lái)代替他們。同樣，在合同中也不要說(shuō)留置權(quán)人和留置人，抵押權(quán)人和抵押人，保證人和被保證人，許可人和被許可人，當(dāng)事人a和當(dāng)事人b......到底怎么說(shuō)，這就要看你駕馭語(yǔ)言的能力了，不過(guò)，要把握的一條原則，即在整個(gè)合同中，對(duì)合同一方只能用一個(gè)別稱。

23. watch out when using "herein." does "wherever used herein" mean anywhere in the contract or anywhere in the paragraph? clarify this ambiguity if it matters. 23.使用術(shù)語(yǔ)“本文（herein，也可譯為”“在這里”）時(shí)要當(dāng)心。為了避免含糊不清，使用“本文”時(shí)最好特別申明一下“本文”是指整個(gè)合同，還是指其所在的某一段落。

24. write numbers as both words and numerals: ten (10). this will reduce the chance for errors.

24.寫數(shù)目時(shí)要文字和阿拉伯?dāng)?shù)字并用，如：拾（10）。這將減少一些不經(jīng)意的錯(cuò)誤。

25. when you write "including" consider adding "but not limited to." unless you intend the list to be all-inclusive, you had better clarify your intent that it is merely an example.

25.如果你想用"包括"這個(gè)詞，就要考慮在其后加上"但不限于....."的分句。除非你能夠列出所有被包括的項(xiàng)，否則最好用"但不限于...."的分句，來(lái)說(shuō)明你只是想舉個(gè)例子。

26. don't rely on the rules of grammar. the rules of grammar that you learned in school are not universal. the judge or jury interpreting the meaning of your contract may have learned different rules. write the contract so that no matter what rules they learned, the contract is clear and unambiguous. follow this test for clear writing: remove all periods and commas, then read it. choosing the right words and placing them in the right place makes the writing clear without punctuation.

26.不要依賴于語(yǔ)法規(guī)則。那些你在學(xué)校里得到的語(yǔ)法規(guī)則并不是放之四海而皆準(zhǔn)的東西，因?yàn)橛袡?quán)力來(lái)解釋此合同的法官或陪審團(tuán)成員學(xué)的語(yǔ)法規(guī)則可能和你學(xué)的不一樣，但不管學(xué)的是什么規(guī)則，撰寫合同都要遵循一個(gè)基本原則：簡(jiǎn)潔、明確。檢測(cè)你寫的東西是否達(dá)到這個(gè)要求有個(gè)好辦法，那就是去掉所有的句號(hào)和逗號(hào)，然后去讀它。在沒(méi)有標(biāo)點(diǎn)符號(hào)的情況下，選擇正確的詞語(yǔ)放在正確的位置上，這將使你寫出來(lái)的東西更簡(jiǎn)明，更流暢。

27. don't be creative with words. contract writing is not creative writing and is not meant to provoke reflective thoughts or controversies about nuances of meaning. contract writing is clear, direct and precise. therefore, use common words and common meanings. write for the common man and the common woman. 27.不要?jiǎng)?chuàng)造詞語(yǔ)。合同文書不是創(chuàng)造性的作品，也就不能因?yàn)橐馑嫉募?xì)微差別而引起思考或爭(zhēng)論。合同文書應(yīng)該是清晰、直接而準(zhǔn)確的。因此，要使用普通的詞語(yǔ),表達(dá)普通的意思，為普通人撰寫合同。

28. be consistent in using words. if you refer to the subject matter of a sales contract as "goods" use that term throughout the contract; do not alternately call them "goods" and "items." maintaining consistency is more important than avoiding repetition. don't worry about putting the reader to sleep; worry about the opposing lawyer a year from now hunting for ambiguities to get your contract into court.

28.用詞一致。在一份銷售合同中，如果你想用“貨物”來(lái)指整個(gè)合同的標(biāo)的物，就不要時(shí)而稱它們?yōu)椤柏浳铩�，時(shí)而又改稱它

們?yōu)椤爱a(chǎn)品”。保持用詞一致性比避免重復(fù)更加重要。不要擔(dān)心這會(huì)讓讀者打瞌睡；你應(yīng)該提防的是對(duì)方律師會(huì)因?yàn)楹�糊不清的合同而將你告上法庭�?/p>

29. be consistent in grammar and punctuation. the rules of grammar and punctuation you learned may differ from others, but you had better be consistent in your use of them. be aware of such things as where you put ending quote marks, whether you place commas after years and states, and similar variations in style.

29.在文法和標(biāo)點(diǎn)符號(hào)上保持一致。你可能學(xué)過(guò)許多不同類的文法和標(biāo)點(diǎn)符號(hào)規(guī)則，但在使用它們時(shí)最好保持一致。要特別注意句末的引號(hào)、時(shí)間和地點(diǎn)之后的逗號(hào)以及文風(fēng)的相似性。

30. consider including choice of law, venue selection, and attorneys fee clauses. if your contract gets litigated, you might as well give your client some "ammunition" for the fight. examples of these clauses appear in appendices a and c.

30.可以在合同中加入準(zhǔn)據(jù)法、審判地、律師費(fèi)等條款。有了這些條款，一旦合同引起訴訟，你就已經(jīng)為了你的客戶打這場(chǎng)訴訟戰(zhàn)準(zhǔn)備了一些“彈藥”。類似的條款見(jiàn)附錄a和b。

write for the judge and jury

第四部分：要為法官和陪審團(tuán)考慮

31. assume the reader is a knowledgeable layman. if your writing is so clear that a layman could understand it, then it is less likely it will end up in court. 31.要假設(shè)合同的讀者是一個(gè)受過(guò)教育的外行,如果你書寫的合同簡(jiǎn)明得連一個(gè)外行都能理解，那么即使到了法庭上,,你也不用害怕。

32. define a word by capitalizing it and putting it in quotes. capitalizing a word indicates that you intend it to have a special meaning. the following are two sample clauses for defining terms: wherever used in this contract, the word "goods" shall mean the goods that buyer has agreed to purchase from seller under this contract.buyer hereby agrees to purchase from seller ten (10) frying pans, hereinafter called the "goods." 32.強(qiáng)調(diào)一個(gè)合同術(shù)語(yǔ)可以這樣做：加上雙引號(hào)并將其開(kāi)頭的字母大寫。將一個(gè)詞語(yǔ)的開(kāi)頭字母大寫表明你想讓它有一個(gè)特別的意思。下面有兩個(gè)定義術(shù)語(yǔ)的例子：

一.本合同中使用的“貨物”("goods")是指買方已經(jīng)同意向賣方購(gòu)買的貨物;

二.本合同中買方同意向賣方購(gòu)買的拾（10）只平底鍋，即下文中的“貨物”("goods")。

33. define words when first used. instead of writing a section of definitions at the beginning or end of a contract, consider defining terms and concepts as they first appear in the contract. this will make it easier for the reader to follow.

33.第一次使用某個(gè)術(shù)語(yǔ)時(shí)就要下定義。定義合同術(shù)語(yǔ)不是在合同的開(kāi)頭，也不是在合同的結(jié)尾，而是在這個(gè)術(shù)語(yǔ)第一次出現(xiàn)的時(shí)候，這樣做，有利于讀者更好地理解合同。

34. explain technical terms and concepts. remember that the parties might understand technical jargon, but the judge and jury who interpret and apply the contract do not. therefore, explain the contract's terms and concepts within the contract itself. let the contract speak for itself from within its four corners.

34.勤于解釋合同中的術(shù)語(yǔ)和概念。要記住合同雙方的當(dāng)事人可能會(huì)理解合同中某些專用術(shù)語(yǔ)，但法官和陪審團(tuán)卻可能一無(wú)所知。所以撰寫合同時(shí)要讓合同自己為自己釋義。

keep your client informed while you write

第五部分：書寫時(shí)要常和你的客戶溝通

35. all contracts should come with a cover letter. this gives you a place to instruct your client on how to use and sign the contract.

35.所有的合同都應(yīng)該有一封說(shuō)明書---用來(lái)告訴你的客戶如何使用和簽署合同。

36. tell your client the ideas that come as you write. many ideas will occur to you as you write: things that could go wrong with the deal, things that might happen in the future, things that happened in the past, ways to structure things better. write these in your letter to the client. 36.告訴客戶你在撰寫過(guò)程中的一些想法。比如：哪些事情可能會(huì)隨著交易變得很遭，哪些事可能會(huì)在將來(lái)發(fā)生，哪些事情已經(jīng)發(fā)生了，哪些可以讓事情朝好的方向發(fā)展的方法.....你最好在給客戶的說(shuō)明書中都將這些都寫上。

。

37. inform your client of the risks. writing a letter to the client as you write the contract is the perfect way to inform the client of the risks and rewards of entering into the contract. frequently, problems do not become apparent until time is spent trying to word a contract.

37.告訴客戶合同的風(fēng)險(xiǎn)所在。在撰寫合同時(shí)，你最好向客戶說(shuō)訂立合同需要承擔(dān)的風(fēng)險(xiǎn)和能夠得到的利益。通常情況下，只要你花時(shí)間來(lái)起草合同，你就會(huì)發(fā)現(xiàn)真正的風(fēng)險(xiǎn)在哪里。

what to do after the first draft is written

第六部分：完成初稿后做什么

38. check spelling, paragraph numbering, and cross references both manually and with your word processor's sp

elling and grammar checker. this almost goes without saying today, especially since microsoft word now checks your spelling and grammar as you type. (unfortunately it also changes "per stirpes" to "per stupid" if you fail to watch it closely.) and now there are even computer programs that check contract documents for undefined terms. dealproof is packaged with corel wordperfect for law offices, and docproofreader is available for download for ms word 97 and 2023. 38.核實(shí)合同的拼寫情況、段落序號(hào)以及上下文的注解，你可以自己手動(dòng)來(lái)做，也可以用文字編輯軟件中的拼寫和語(yǔ)法檢查功能來(lái)完成，特別是自從有了微軟的 word軟件后，做這樣的工作你似乎不要費(fèi)多少精力（但機(jī)器有時(shí)也不可靠，如果你不看仔細(xì)，它就會(huì)把"per stirpes"改變?yōu)?"per stupid"）。現(xiàn)在，這類專業(yè)的軟件甚至可以幫你檢測(cè)到合同中沒(méi)有釋義的術(shù)語(yǔ)，如：corel公司專門為法律辦公開(kāi)發(fā)的文字處理軟件包中的 dealproof軟件，還有可供word97和word2023下載安裝的docproofreader軟件。

39. let your secretary or paralegal read it. not only will your staff frequently find spelling and grammar errors missed by your word processor's spell checker, but they will find inconsistencies and confusing areas that you missed when drafting.

39.讓你的秘書或者助手閱讀你草擬的合同。你的同事不僅能通過(guò)文字處理軟件來(lái)幫你檢查到你沒(méi)有查到的拼寫和語(yǔ)法錯(cuò)誤，而且他們還能發(fā)現(xiàn)你起草時(shí)沒(méi)有察覺(jué)到的矛盾和混淆之處。

40. sta

第三篇：補(bǔ)償貿(mào)易英文合同范本

補(bǔ)償貿(mào)易英文合同范本

compensation trade contract

contract no.： __________

date of signing： _________

place of signing： _______

the two parties：

party a： ____________解決企業(yè)和個(gè)人難題http://hi.baidu/new/zhubajiewa____________________

address： ________________________________

tel：_________________fax： _______________

e-mail： _________________________________

party b： ________________________________

address： _______________________________

tel：_________________fax： ________________

e-mail：_________________________________

witnesseth

whereas party b has machines and equipment, which are now used in party b''s manufacturing of _______, and is willing to sell to party a the machines and equipment； and

whereas party b agrees to buy the products, _______, made by party a using the machines and equipment party b supplies, in compensation for the price of the machines and equipment, and

whereas party a agrees to purchase from party b the machines and equipment, and

whereas party a agrees to sell to party b the products, _______, in compensation of the price of party b''s machines and equipment； now therefore, in consideration of the premises and covenants described hereinafter, party a and party b agree a follows：

article 1 transactions

a） party b agrees to provide party a with _________ machines to be used in production, their auxiliary machinery, accessories and spare parts and a variety of measuring and testing instruments required in the process of production. the details of the models, names, specifications,quantity, prices, packing, delivery , etc. thereof shall be specified in an additional equipment-import agreement to be concluded by and between both parties which shall serve as an component part hereof.

b） the total value of the machines, auxiliary equipment, etc. supplied by part b shall be paid off by party a with part of the manufactures made therewith and/or other goods, or with（designate name）products made in （name of the plant）if both parties agree. the specific name（s）, quantity, price, delivery, etc. of the goods granted as the make-up payment shall be decided in an additional compensation goods-supply agreement made by the parties which shall serve as a component part hereof. the equipment-import agreement and compensation-goods-supply agreement aforesaid may be merged as one called sales agreement on compensation trade（see appendix）.

article 2 payment

both parties agree to open letters of credit in favor of each other, i.e. party a will open, at regular intervals, long term letters of credit in favor of party b to pay by installments the total cost of the machines and auxiliary equipment provided by party b； whereas party b will open sight letters of credit in favor of party a to pay the products to be delivered by party a. party a shall pay for the total cost of the machines and auxiliary equipment with the money remitted by party b as reimbursement for the products to be delivered by party a. in case the sum to be paid by party b fails to cover the value of the long-term letters of credit opened by party a, the difference shall be made up by party b by paying that much

to party a in advance, before the long-term letters of credit are due, to enable party a to reimburse on time the long-term letters of credit it opens. the payment of the long-term letters of credit opened by party a is based on party b''s opening a sight letter of credit under the provisions and on its paying the advance required herein. thus, party b warrants, guarantees and covenants that it will open the letters of credit and pay the advance as provided herein.

article 3 reimbursement

party a shall reimburse party b for all the machines and auxiliary equipment supplied by party b by delivering goods to party b on a monthly basis and the reimbursement will last for___ year（s） and ____months（s）. the reimbursement shall start approximately ____month（s） after the first delivery of the machines and, in principle, the money to be reimbursed per month shall be ______percent of the total amount due for the machines. with a ______month（s） notice to party b, party a may reimburse party b in advance.

within the reimbursement period, party b shall, under the provisions of the additional sales agreement aforesaid, open, sight, irrevocable, divisible and assignable letters of credit, covering the full amount, in favor of party a.

article 4 standard money and price standard

the standard money for this transaction is （name of currency）. all the machinery, auxiliary equipment and measuring and testing instruments , etc. provided by party b shall be valued with （name of currency）, while the goods provided by party a to party b as reimbursement shall be valued with the basis price （name of currency） of the same goods exported by party a at the time when this agreement is entered into, and the total price （name of currency） shall be changed into that of （name of currency） in accordance with the exchange rate then.

article 5 intrerest

party a shall pay the interest on its long-term letters of credit and the interest on the cash in advance rendered by party b. the annual interest rate is agreed upon at_____%.

article 6 technical service

the machinery, after arrival at its destination, shall be installed by party a, party b shall dispatch its technicians to render spot instructions and other necessary technical assistance during the installation of the main machines, as may be requested by party a in case of necessity, party b shall be liable for the losses resulted in such a course of installation from technical default on its part.

article 7 additional equipment

during the enforcement of this agreement, if it is found necessary that, in addition to the machinery and equipment listed herein, some new accessories or measuring and testing instruments are needed for completion of the project,（an） additional order（s） may be made through negotiation by the parties. the new items thus added shall be incorporated in agreement.

article 8 insurance

the machinery and auxiliary equipment, after shipment, shall be insured by party b. the title thereof shall be transferred into party b after full payment therefore is made by party b, thereafter, the unforeseeable losses concerning the machinery and auxiliary equipment shall be indemnified for first by the insurance company to party b, then party b shall remit for party a,in proportion, the sum already paid by party

a for the machinery or equipment involved in the contingency.

article 9 liability for breach of agreement

party b shall , if it fails to comply with this agreement to make purchase of the goods delivered by party a as reimbursement, or party a shall, if it fails to comply with this agreement to deliver the goods it

is due to provide, be deemed liable for a breach of agreement and shall compensate the non-breaching party for the loss caused thereupon and shall pay the non-breaching party a fine accounting for % of the total value of the goods in question.

article 10 performance guarantee

to guarantee the implementation of this agreement, each party shall submit to the other party a letter of guarantee issued by its bank respectively. the guaranteeing bank of party a is ______ bank, ______, while the guaranteeing bank of party b is ______bank, ______.

article 11 amendmnet

the modification of this agreement in particular cases shall be agreed upon by both parties through negotiations.

article 12 force majeure

in case that one or both parties are impossible to perform the duties provided herein on account of force majeure, the party （or parties） in contingency shall inform the other party （or each other） of the case immediately and may, provided the case is duly verified by the competent authorities, delay in performance of or not perform the relevant duties hereunder the be partially or entirely exempted from the liability for breach of this agreement.

article 13 arbitration

any dispute arising from or in connection with this contract shall be submitted to china international economic and trade arbitration commission,shenzhen commission for arbitration which shall be conducted in accordance with the commission''s arbitration rules in effect at the time of applying for arbitration. the arbitral award is final and binding upon both parties and the applicable law is the material law of p.r.c.

notwithstanding any reference to arbitration, both parties shall continue to perform their respective obligations under the contract unless

otherwise agreed.

article language and effective date

there are two originals hereof made respectively in chinese and ______, both of which are of the same effect.

this agreement shall come into effect on the date when both parties set their hands hereunto and remain effective for_____ years. upon its expiration, the parties may, if they choose, extend the term hereof for _____years or execute a new cooperation agreement, provided they apply to and approved by the authority agencies concerned.

party aparty b

representative of___ representative of____

（authorized signature）___ （authorized signature）

第四篇：英文合同文檔

13.9“cash equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the united states or any agency or any state thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper

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maturing no more than one (1) year after its creation and having the highest rating from either standard & poor’s corporation or moody’s investors service, inc., and (c) bank’s or salomon smith barney’s certificates of deposit issued maturing no more than one (1) year after issue.

13.10“change in control” means any change, whether by a single transaction or a series of transactions, in the person or persons who control sufficient voting rights accorded to the owners of borrower’s stock (directly or indirectly, whether by stock ownership, contract, or otherwise) to direct the management of borrower; provided, however, this provision shall not be violated by any sale of the stock (and related voting rights) of borrower by borrower through the new york stock exchange, the american stock exchange, nasdaq or other public securities markets in which stocks of companies are regularly traded in the united states.

13.11“closing date” is the date of this agreement.

13.12“code” is the uniform commercial code in effect in any applicable jurisdiction.

13.13“collateral” is the property described on

13.14“committed revolving line” is an advance or advances of up to the aggregate principal amount of $6,000,000 at any time.

13.15“compliance certificate” is a compliance certificate signed by a responsible

13.16“contingent obligation” is, for any person, any direct or indirect liability,

contingent or not, of that person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that person, or for which that person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a person against fluctuation in interest rates, currency exchange rates or commodity prices; but “contingent obligation” does not include endorsements in the ordinary course of business. the amount of a contingent obligation is the stated or determined amount of the primary obligation for which the contingent obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the person in good faith; but the amount may not exceed the maximum of the obligations under the guarantee or other support arrangement.

13.17“control agreement” is an account control agreement, in form and substance

satisfactory to bank, executed and delivered by borrower, bank, and all applicable depositary institutions, with respect to borrower’s deposit or operating accounts, or applicable securities intermediaries, with respect to borrower’s securities accounts.

13.18“corporate borrowing resolutions” means those resolutions of borrower’s board of directors executed and delivered by borrower to bank in accordance with section 3.1(e) approving the loan documents and the transactions contemplated thereby, together with a certificate of incumbency signed by borrower’s secretary or a responsible officer.

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13.19“copyrights” are all copyright rights, applications or registrations and like

protections in each work or authorship or derivative work, whether published or not (whether or not it is a trade secret) now or later existing, created, acquired or held.

13.20“current liabilities” are the aggregate amount of borrower’s total liabilities which mature within one (1) year.

13.21“deferred revenue” is all amounts received in advance of performance and not yet recognized as revenue.

13.22“deposit accounts” means all present and future “deposit accounts” as defined in the code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all general and special bank accounts, demand accounts, checking accounts, savings accounts and certificates of deposit, whether maintained with bank or other institutions.

13.23“dollars”, “dollars” and “$” shall mean lawful money of the united states of

america.

13.24“eligible domestic accounts” are accounts in the ordinary course of borrower’s business that meet all borrower’s representations and warranties in section 5, and which contain selling terms and conditions acceptable to bank; provided, that bank may change eligibility standards by giving borrower notice thereof. unless bank agrees otherwise in writing, eligible domestic accounts will not include:

(a) accounts against which bank does not have a perfected, first priority security

interest;

(b) accounts that the account debtor has not paid within 90 days of invoice date;

(c) accounts for an account debtor, 35% or more of whose accounts have not

been paid within 90 days of invoice date;

(d) accounts with credit balances over 90 days from invoice date;

(e) accounts for an account debtor, including affiliates, whose total obligations

to borrower exceed 40% of all accounts, for the amounts that exceed that percentage,

unless the bank approves otherwise in writing;

(f) accounts for which the account debtor does not have its principal place of

business in the united states except for eligible foreign accounts and related party

accounts;

(g) accounts for which the account debtor is a federal, state or local government

entity or any department, agency, or instrumentality and against which bank’s security interest has not been perfected under the assignment of claims act;

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(h) accounts for which borrower owes the account debtor, but only up to the

amount owed (sometimes called “contra” accounts, accounts payable, customer

deposits or credit accounts);

(i) accounts for demonstration or promotional equipment, or in which goods are

consigned, sales guaranteed, sale or return, sale on approval, bill and hold, or other

terms if account debtor’s payment may be conditional;

(j) accounts for which the account debtor is borrower’s affiliate, officer,

employee, or agent;

(k) accounts in which the account debtor disputes liability or makes any claim

and bank believes there may be a basis for dispute (but only up to the disputed or

claimed amount), or if the account debtor is subject to an insolvency proceeding, or

becomes insolvent, or goes out of business;

(l) accounts for which bank determines collection to be doubtful, or the

account holder to be an unacceptable business risk; or

(m) the amount received on behalf of any account constituting deferred

revenue.

13.25“eligible foreign accounts” are accounts in the ordinary course of borrower’s business, the account debtors of which do not have their principal place of business in the united states, but only to the extent that such foreign accounts meet all of borrower’s representations and warranties in section 5, contain selling terms and conditions acceptable to bank in its sole discretion, and the account debtor is sony, toshiba, pioneer, and philips.

notwithstanding the foregoing, bank may change eligibility standards by giving borrower notice thereof, and the allowance of other eligible foreign accounts shall be approved by bank in its sole discretion on a case-by-case basis.

13.26“equipment” is all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and attachments in which borrower has any interest.

13.27“erisa” is the employment retirement income security act of 1974, and its

regulations.

13.28“gaap” is generally accepted accounting principles.

13.29“general intangibles” means all present and future “general intangibles” as defined in the code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all payment intangibles, royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income tax refunds, security and other deposits, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property

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damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

13.30“guarantor” is any present or future guarantor of the obligations.

13.31“indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) contingent obligations.

13.32“indenture” means that certain indenture from borrower, as issuer, to the bank of new york, as trustee, dated as of august 28, 2023.

13.33“insolvency proceeding” are proceedings by or against any person under the united states bankruptcy code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

13.34“intellectual property” is:

(a) copyrights, trademarks, patents, and mask works including amendments,

renewals, extensions, and all licenses or other rights to use and all license fees and

royalties from the use;

(b) any trade secrets and any intellectual property rights in computer software

and computer software products now or later existing, created, acquired or held; and

(c) all design rights which may be available to borrower now or later created,

acquired or held.

13.35“interest determination date” shall mean the date of delivery of a pledged cd and the date of the commencement of each interest period.

13.36“interest period” shall mean the period commencing initially on the date of delivery of a pledged cd and thereafter on the date immediately following the end of any such initial period or subsequent period, and ending on the last business day of the month ending

approximately 7, 30, 60, 90, 180, 270 or 360 days thereafter.

13.37“inventory” is present and future inventory in which borrower has any interest, including merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products intended for sale or lease or to be furnished under a contract of service, of every kind and description now or later owned by or in the custody or possession, actual or constructive, of borrower, including inventory temporarily out of its custody or possession or in transit and including returns on any accounts or other proceeds (including insurance proceeds) from the sale or disposition of any of the foregoing and any documents of title.

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13.38“investment” is any beneficial ownership of (including stock, partnership interest or other securities) any person, or any loan, advance or capital contribution to any person.

13.39“investment property” means all present and future investment property, securities, stocks, bonds, debentures, debt securities, partnership interests, limited liability company interests, options, security entitlements, securities accounts, commodity contracts, commodity accounts, and all financial assets held in any securities account or otherwise, wherever located, and all other securities of every kind, whether certificated or uncertificated.

13.40“l(fā)ien” is a mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

13.41“l(fā)oan documents” are, collectively, this agreement, including the borrower profile, the negative pledge agreement, any note, or notes or guaranties executed by borrower or guarantor in connection with this agreement, any account control agreements in connection with this

agreement,

第五篇：外教聘請(qǐng)英文合同

外教聘請(qǐng)英文合同

2023-08-04 11:24:08 來(lái)源：

外教英文合同樣本

party a:

party b:

i. party a wishes to engage the service of party b as____________________________. the two parties, in a spirit of friendly cooperation, agree to sign this contract and pledge to fulfill conscientiously all the obligations stipulated in it.

ii. the period of service will be from the _______day of ________ 2023 to the ________day of ________2023 .

iii. the duties of party b (see attached pages)

iv. party b’s monthly salary will be yuan rmb (about usd), the pay day is every month_______ .if not a full month, the salary will be prorated (days times salary/30).

v. party a’s obligations

1. party a shall introduce to party b the laws, decrees and relevant regulations enacted by the chinese government, the party a’s work system and regulations concerning administration of foreign teachers.

2. party a shall conduct direction, supervision and evaluation of party b’s work.

3. party a shall provide party b with necessary working and living conditions.

4. party a shall provide co-workers for the first week if necessary.

vi. party b’s obligations

1. party b shall observe the laws, decrees and relevant regulations enacted by the chinese government and shall not interfere in china’s internal politics affairs.

2. party b shall observe party a’s work system and regulations concerning administration of foreign teachers and shall accept party a’s agreement, direction, supervision and evaluation in regard to

his/her work. without party a’s consent, party b shall not render service elsewhere or hold concurrently any post unrelated to the work agreed on with party a.

3. party b shall complete the tasks agreed on schedule and guarantee the quality of work.

4. party b shall respect china’s religious policy, and shall not conduct religious activities

incompatible with the status of a teacher.

5. party b shall respect the chinese peoples’ moral standards and customs.

v. revision, cancellation and termination of the contract

1. both parties should abide by the contract and should refrain from revising, canceling, or

terminating the contract without mutual consent.

2. the contract can be revised, cancelled, or terminated with mutual consent. before both parties have reached an agreement, the contract should be strictly observed.

3. party a has the right to cancel the contract with written notice to party b under the following conditions.

(1) party b does not fulfill the contract or does not fulfill the contract obligations according to the terms stipulated, and has failed to amend after party a has pointed it out.

(2) according to the doctors’ diagnosis, party b cannot resume normal work after 30 days sick leave.

4. party b has the right to cancel the contract with a written notice to party a under the following conditions:

(1) party a has not provided party b with necessary working and living conditions as stipulated in the contract.

(2) party a has not paid party b as scheduled.

viii. breach penalty

when either of the two parties fails to fulfil the contract or fails to fulfill the contract obligations

according to the terms stipulated, that is, breaks the contract; it must pay a breach penalty of us $500 (or the equivalent in rmb).

if party b asks to cancel the contract due to events beyond control, it should produce certification by the department concerned, obtain party a’s consent, and pay its own return expenses; if party b cancels the contract without valid reason, it should pay its own return expenses and pay breach penalty to party a.

if party a asks to cancel the contract due to events beyond control, with the consent of party b, it should pay party b’s return expen

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