常见的合同通用条款（中英文）
&&&&&&&&&&&&&&&
GENERAL TERMS AND CONDITIONS OF CONTRACT
PRELIMINARY STATEMENT
DEFINITIONS
[OPERATIVE CLAUSES]
CONDITIONS PRECEDENT
REPRESENTATIONS AND WARRANTIES &&&&&
TERMINATION
CONFIDENTIALITY
BREACH OF CONTRACT
FORCE MAJEURE
SETTLEMENT OF DISPUTES
APPLICABLE LAW &&&&
MISCELLANEOUS PROVISIONS
CONTRACT(“Contract”)is made in [city and province],
China on this& day of&&&&&
and between [Party A name],[Party A entity form] established and
existing under the laws of China, with its legal address at
[address] (hereinafter referred to as “Party A”), and [Party B
name], [Party B entity form] organized and existing under the laws
of [Party Bjurisdiction of incoporation] with its legal address at
[address] (hereinafter referred to as “Party B”). Party A and Party
B shall hereinafter be referred to individually as a “Party ” and
collectively as the “Parties”.
PRELIMINARY STATEMENT&
[add background information if
appropriate]
friendly consultations conducted in accordance with the principles
of equality and mutual benefit, the Parties have agreed to
[describe subject matter of the Contract] in accordance with
Applicable laws and the provisions of this Contract.
Parties Hereby Agree as follows:
Definitions&
Unless the
terms or context of this contract otherwise provide, all term used
in this Contract shall have the meanings set out in Schedule A
[OPERATIVE CLAUSES]
Representatins and Warranties
2.2&& Each
party represents and warrants to the other Party that on the date
is [an independent legal person] duly organized, validly existing
and in good standing under the laws of the place of its
has full authority to enter into this Contract and to perform its
has authorized its representative to sign this Contract and from
and after the Effective Date the provisions of this Contract shall
execution of this Contract and its performance of its obligations
not violate any provision of its business license, articles of
incorporation, articles of association or similar organizational
not violate any Applicable Law or any governmental authorization or
&(iii) will not violate
or result in a default under any contract to which it is a party or
lawsuit, arbitration or other legal or governmental proceeding is
pending or, to its knowledge, threatened against it that would
affect its ability to perform its obligations under this C
has disclosed to the other Party all documents issued by and
governmental department that may have a material adverse effect on
its ability to full perform its obligations under this Contract,
and the documents previously provided by it to the other Party do
not contain any misstatements or omissions of material
2.3& consequences of
lnaccuracy in Representations
the above representations and warranties of a Party are not
accurate in all material respects on the date hereof, then such
Party shall be in breach of this Contract.
[Add undertakings if
appropriate]
Subject to
the provisions of Article&&
.2,the term of the Contract (“Term”) shall be [---] years,
commencing on the Effective Date.
shall expire automatically on the Expiration Date, unless extended
for an additional term of [__] years through a written contract
signed by the authorized representatives of the Parties at least
[sixty (60)] days prior to the Expiration Date.
Termination
Termination
(a)& This Contract shall
terminate upon the expiration of the Term unless extended pursuant
to Article&
(b)& This Contract may be
terminated at any time prior to expiration of the Term by the
mutual written contract of the Parties.
(c)& At any time prior to
the expiration of the Term, a Party (“Notifying Party ”) may
terminate this Contract through notice to the other Party in
writing if:
he other Party materially breaches this contract, and such breach
is not cured within the Cure Period granted pursuant to
(Remedies for Breach of Contract); or
(ii)&& the
other Party becomes bankrupt, or is the subject of proceedings for
liquidation or dissolution, or ceases to carry on business or
becomes unable to pay its de or
(iii)& the conditions or
consequences of Force Majeure (as hereinafter defined) which have a
material adverse effect on the affected Party’s ability to perform
continue for a period in excess of six (6) months and the Parties
have been unable to find an equitable solution pursuant to
(Consequences of Force Majeure) or
(iv)& a fundamental
provision of this Contract (without which one or both of the
Parties would not have entered into the Contract) is declared or
becomes invalid under Applicable Law.
[insert other conditions triggering temination as
appropriate]
2& Continuing
Obligations
&The provisions of
Article&&&
(Termination), Article&&
(Breach of contract) (but only with respect to claims arising prior
to the termination hereof or with respect to other continuing
obligations), Article&&&
(Confidentiality) and Article&&
(Settlement of Disputes) shall survive the termination of this
][& ][& ][& ]
Confidentiality
From time to time prior to and during the term of this Contract
either Party (“disclosing Party ”) has disclosed or may disclose
Confidential Information to the other Party (“Receiving Party ”).
The receiving Party shall, during the term of this Contract and for
[__] years thereafter:
maintain the confidentiality of Confidential
to use Confidential Information for any purpose other than those
specifically set out in this C and
disclose any such Confidential Information to any person or entity,
except to its employees or employees of its Affiliates, its agents,
attorneys, accountants and other advisors who need to know such
information to perform their responsibilities and who have signed
written confidentiality contracts containing terms at least as
stringent as the terms provided in this Article& &.
provisions of Article &&&&above
shall not apply to information that:
be shown to be known by the receiving Party by written records made
prior to disclosure by the disclosing P
or becomes public knowledge otherwise than through the receiving
Party’s breach of this C or
obtained by the receiving Party from a third party having no
obligation of confidentiality with respect to such
information.
Each party shall formulate rules and regulations to inform its
directors, senior staff, and other employees, and those of their
Affiliates of the confidentiality obligation set forth in this
Upon the expiration or termination of this Contract, [and in any
event upon the disclosing Party’s request at any time], the
receiving Party shall (i) return to the other Party, or at the
disclosing Party’s direction destroy, all materials (including any
copies thereof) embodying the other Party’s Confidential
Information and (ii) certify in writing to the other Party, within
ten days following the other Party’s request, that all of such
materials have been returned or destroyed.
Breach of Contract
Remedies for Breach of Contract
otherwise provided herein, if a Party (“breaching party”) fails to
perform any of its material obligations under this Contact, then
the other Party (“aggrieved party”) may at its option:
(a)&& give
written notice to the breaching party describing the nature and
scope of the breach and demand that the breaching party cure the
breach at its cost within a reasonable time specified in the notice
(“Cure Period”); and
the breaching party fails to cure the breach within the Cure
period, then in addition to its other rights under
Article&&&
.1(c)(i) (Termination) or Applicable Laws, the aggrieved party may
claim direct and foreseeable damages arising from the
Limitation on Liability
Notwithstanding any other provision of this Contract,
neither Party shall be liable to the other Party for damages for
loss of revenues or profits, loss of goodwill or any indirect or
consequential damages in connection with the performance or
non-performance of this Contract .The aggregate liability of a
Party for all claims for any loss, damage or indemnity whatsoever
resulting from such Party’s performance or non-performance of this
Contract shall in no case exceed&&&&&&&
United States Dollars (US$&&&&&&
) or the RMB equivalent thereof.
[& ]US[& ]
Force Majeure
Definition of Force Majeure
Force Majeure” shall
mean all eents which are beyond the control of the Parties to this
Contract, and which are unforeseen, unavoidable or insurmountable,
and which prevent total or partial performance by either of the
Such events shall include earthquakes, typhoons, flood ,fire, war,
strikes, riots, acts of governments, changes in law or the
application thereof or any other instances which cannot be
foreseens, prevented or controlled, including instances which are
accepted as Force Majeure in general international commercial
Consequences of Force Majeure
an event of Force Majeure occurs, a Party’s contractual obligations
affected by such an event under this Contract shall be suspended
during the period of delay caused by the Force Majeure and shall be
automatically extended, without penalty, for a period equal to such
suspension.
Party claiming Force Majeure shall promptly inform the other
Parties in writing and shall furnish within [fifteen (15)] days
thereafter sufficient proof of the occurrence and duration of such
Force Majeure. The Party claiming Force Majeure shall also use all
reasonable endeavours to terminate the Force Majeure.
the event of Force Majeure, the Parties shall immediately consult
with each other in order to find an equitable solution and shall
use all reasonable endeavours to minimize the consequences of such
Force Majeure.
Settlement of Disputes
Friendly consultations
event of any dispute, controversy or claim (collectively,
“dispute”) arising out of or relating to this Contract, or the
breach, termination or invalidity hereof, the Parties shall attempt
in the first instance to resolve such dispute through friendly
consultations.
Arbitration
dispute is not resolved by friendly consultations within [sixty
(60)] days after the date such consultations were first requested
by a Party, then any Party may submit the dispute for arbitration
in [Singapore] before the [Singapore International Arbitration
Centre] in accordance with its rules of arbitration procedure,
supplemented by the following:
[60][][][]
There shall be one (1) arbitrator appointed by the arbitration
arbitration proceedings shall be conducted in the English
arbitration award shall be final and binding on theParties, and the
Parties agree to be bound thereby and to act
accordingly.
costs of arbitration shall be borned by the Parties as determined
by the arbitration tribunal..
Continuing Rights and Obligations
dispute occurs and is the subject of friendly consultations or
arbitration, the Parties shall continue to exercise their remaining
respective rights and fulfil their remaining respective obligations
under this Contract, except in respect of those matters under
Enforcement of Award
upon any arbitral award may be entered in any court having
jurisdiction over the Party against which the award has been
rendered, or application may be made to any such court for judicial
acceptance of the award and an order of enforcement, as the case
may be. In the event of judicial acceptance and an order of
enforcement, each Party expressly waives all rights to object
thereto, including any defense of sovereign immunity and any other
defense based on the fact or allegation that it is an agency or
instrumentality of a sovereign state.
Injunctive Relief
Notwithstanding the foregoing, the Parties agree that each
Party has the right to seek injunctive or other similar relief in
any court of competent jurisdiction in respect of any claims of
breach of confidentiality or IPR infringement.
Applicable Law
validity, interpretation and implementation of this Contract shall
be governed by the laws of [the People’s Republic of China][another
jurisdiction] (without regard to its rules governing conflict of
Miscellangeous Provisions
Independent Contractor
Relationship
parties are only establishing an independent contractor
relationship with each other by entering into this Contract.
Nothing in this Contract shall be construed or implied
establishing between the Parties hereto any partnership or any
other form of relationship entai
constituting either of the Parties hereto as the agent of the other
Party (except with the other Party’s prior written consent);
authorizing either Party to incur any expenses or any other form of
obligation on behalf of the other Party (except with the other
Party’s prior written consent).
Binding Effect
Contract is made for the benefit of the Parties hereto and their
respective lawful successors and assignees and is legally binding
Contract shall not be changed verbally, but only by a written
instrument signed by the Parties.
No publicity
existence of this Contract, as well as its content, shall be held
in confidence by both Parties and only disclosed as may be agreed
to by both Parties or as may be required to meet securities
disclosure or export permit requirements. Neither Party shall make
public statements or issue publicity or media releases with regard
to this Contract or the relationship between the Parties without
the prior written approval of the other Party.
No Solicitation
Party shall directly solicit for employment the other Party’s
personnel who are engaged in the performance of this Contract,
during the Term of this Contract and within one (1) year after the
Expiration Date, without the prior written consent of the other
Any notice
or written communication provided for in this Contract by either
Party to the other, including but not limited to any and all
offers, writings, or notices to be given hereunder, shall be made
in [language] by courier service delivered letter or by facsimile
[or electronic mail] and confirmed by courier service delivered
letter, promptly transmitted or addressed to the appropriate Party.
The date of receipt of a notice or communication hereunder shall be
the date of delivery confirmed by the courier service in the case
of a courier service delivered letter and the next working day
after dispatch in the case of a facsimile [or email]. All notices
and communications shall be sent to the appropriate address set
forth below, until the same is changed by notice given in writing
to the other Party.
Failure or
delay on the part of any of the Parties hereto to exercise a right
under this Contract shall not operate as a waiver thereof, nor
shall any single or partial exercise of such a right preclude any
other future exercise thereof.
Assignability
Contract may not be assigned in whole or in part by the Party
without the prior written consent of the other Party
Severability
invalidity of any provision of this Contract shall not affect the
validity of any other provision of this Contract.
Entire Agreement
Contract and the Schedules and annexes hereto constitute the entire
agreement between the Parties hereto with respect to the subject
matter of this Contract and supersede all prior discussions,
negotiations and agreements between them.
Schedules and Annexes[]
Schedules and Annexes hereto are made an integral part of this
Contract and are equally binding with the main body of the
Contract. In the event of any conflict between the terms and
provisions of the main body of the Contract and the Schedules or
Annexes, the terms and provisions of the main body of this Contract
shall prevail.
Contract is executed in the Chinese language in&&&
originals and in the English language in&&&
originals. Both language versions shall be equally
authentic.
IN WITNESS
WHEREOF, each of parties hereto has caused this Contract to be
executed by its duly authorized representative on the date first
set forth above.
name]&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&
[Party B name]
By:&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&
By:&&&&&&&&&&&&&&&&&&&&
Name:& [Party A rep
name]&&&&&&&&&&&&&&&&&&&&&
[Party B rep name]
[Party A rep position]&&&&&&&&&&&&&&&&&&&
[Party B rep position]
Nationality:[Chinese]&&&&&&&&&&&&&&&&&&&&&&&&&&&
Nationality: [Party B rep nationality]
[]&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&
&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&
&&&&&&&&&&&&&&&&
[]&&&&&&&&&&&&&
&&&&&&&&&&
[]&&&&&&&&&&&&&&&&&
&&&&&&&&&&&&&&&&&&&&&&&&&&
A-Definitions-
Unless the terms or context of this Contract otherwise provide, the
following terms shall have the meanings set out below:
Affiliate” means any
entity which, directly or indirectly, is controlled by , under
common control with, or in control of, a P the term “control”
being used in the sense of power to elect or appoint a majority of
directors or to direct the management of a company.
Applicable Laws” mean
the laws, regulations, rules, and legislative, executive or
judicial notices, orders, decisions or other documents binding on
either Party or the subject matter of this Contract.
Business Day” means, in
respect of Party A and any action to be taken by Party B in the
PRC, any day on which the companies in the PRC are generally open
for business in the PRC, including a Saturday or Sunday which the
PRC government temporarily declares to be a working day (“Working
Rest Day”), but excluding a statutory holiday, or a Saturday or
Sunday other than a Working Rest D in respect of any action to
be taken by Party B in [Party B Home Country], any day on which the
companies in [Party B Home Country] are generally open for business
in [Party B Home Country].
China” and “PRC” mean
the People’s Republic of China, [but for purposes of this Contract
do not include the special administrative regions of Hong Kong and
Macau and the region of Taiwan]
Confidential
Information” means any business, marketing, technical, scientific
or other information disclosed by any Party which, at the time of
disclosure, is designated as confidential (or like designation), is
disclosed in circumstances of confidence, or would be undertstood
by the Parties, exercising reasonable business judgement, to be
confidential.
Effective Date” means
the [date of this Contract first shown above][the date on which
each of the conditions precedent in Article&& ,
have been satisfied or waived in accordance with the terms
Expiration Date” means
the day on which the initial Term or any extended Term expires in
accordance with the provisions of Articles&&&
Intellectual Property
Right” or “IPR” means any and all rights in any invention,
disvcovery, improvement, utility, model, copyrightable work,
industrial design or mask work, algorithm, data structure, trade
secrets or know-how, Confidential Information, or any idea having
commercial value. IPR shall include any trademark, trade dress,
trade name, domain name, or other marks that serve to indetify and
distinguish goods or services as coming from, or falling under the
control of, a single source.& IPR shall include all
rights of whatsoever nature in computer software and data, all
intangible rights or privileges of a nature similar to any of the
foregoing in every case in any part of te world and whether or not
registered, and all rights in any applications and granted
registrations for any of
Renminbi” or “RMB”
means the lawful currency of China.
Term” means the initial
or extended Contract term set out in Articles&& .1
.2, as appropriate.
United States Dollars”
or “US$” means the lawful currency of the United States of
[Insert other definitions as appropriate][]
References to Schedules, Annexes, Articles and Sections are
references to schedules, annexes, articles and sections of this
References in this Contract to laws, rules or regulations or to
contracts, contracts or other documents, shall mean the same as
amended from time, and references to government ministries,
bureaux, departments, commissions, agencies, etc. shall include all
successor entities thereto.
In this Contract, the masculine form includes the feminine form and
the singular form includes the plural form, and vice
Headings are for convenience of reference only and shall not affect
the construction or interpretation of this Contract.
已投稿到：