英文合同範本

第一篇：英文合同

sales agreement

銷 售 協 議

agreement no: ---

this agreement is made on this date as of june 01, 2014 , by and between the following parties:

下列買賣雙方經友好協商，同意2014年 月日訂立本協議。

the buyer 買方：beijing zhongyang global .：北京中洋環球金槍魚有限公司

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

中國北京市朝陽區京順路200號

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，買方應以書面形式通知賣方。

… page 1/5 …

the consignee 收貨人：beijing zhongyang global tuna .

北京中洋環球金槍魚有限公司

address 地址：no.200 jingshun road chaoyang district, beijing北京市朝陽區京順路200號

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

the payer 付款人：beijing zhongyang global

北京中洋環球金槍魚有限公司

address 地址：no.200 jingshun road chaoyang district, beijing北京市朝陽區京順路200號

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 .

買方需要進口協商確定的產品並具有進口該類產品所需的所有許可；賣方具有以供應該類產品的能力。

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議有效期內按照以下的條款購買/供應下述產品：

1. product & price 產品及價格

product 產品：------------frozen tuna (---------) 冷凍金槍魚

commoditygradenet/ctnq’tyunit priceamount 品 名等級單箱淨重數量單價 (cfr 新港)總價

origin 產地：

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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 .

參照市場行情價格每季度協商確定。買方以定單（參見附件一）的書面形式確認價格及數量，賣方以發票形式確認價格及數量。

2. insurance : to be covered by the seller

3.保險由賣方負擔。

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.

在本協議期內，對於每批貨，買方應事先與賣方就數量、交貨時間及其它特定條件進行洽談。

在賣方認可這些條件後，買方應向賣方發送註明數量、交貨時間及其它特定條件的訂貨單。賣方應按照訂貨單的要求安排發貨並開具銷售發票。

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.買方應使用並填寫本協議附件一所示的訂貨單。

4. delivery terms 發貨條款

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.

發貨期：

具體交貨日期會顯示在訂貨單上，並應在賣方接到買方的訂貨單後確定。 transportation 運輸方式：by sea container海運

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

賣方所提供的單據必須齊全,並符合中國有關法律。

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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.

買方應在其收到貨後15天之內將貨款付給賣方

6.收款人賬號信息:

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.

買方應在貨物運抵後即刻檢查貨物的狀態。對於提出索賠的貨物，買方不得在未經賣方許可的情況下銷售。賣方在接到買方提交的索賠報告後，應在1個月內開具索賠通知單。

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.

只有賣方開具索賠通知單（credit note）的情況下，買方才可衝抵發票金額。否則，發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爭對手、新聞媒體及任何第三方透露本協議中的內容，除非中國的法律和法規要求如此。

9. period of agreement 協議期限

the period of this agreement is june 2014 – dec. 2014

本協議有效期為自------

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10. termination of agreement 協議的解除

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.

若協議一方有任何違反上述條款的行為，則另一方有權在協議到期前單方解除協議。當違約方收到另一方解除協議的書面通知時，本協議自動失效。

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.

本協議的終止並不免除違約方在協議終止前、協議中規定的責任和義務。

11. dispute resolution 爭議的解決

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.

任何有關本協議的爭議或糾紛應先通過友好協商解決。若協商仍無法解決，則應提交北京市第二中級人民法院審理。若標的不足以達到上述法院的受理標準，則應遞交北京市朝陽區人民法院受理。

buyer：beijing zhongyang global .

買方：北京中洋環球金槍魚有限公司

for & on behalf of:

授權代表

seller:

賣方：

for & on behalf of :

授權代表：

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第二篇：英文合同

美國資深律師經驗：二十一世紀寫好合同的五十招（英漢對照） 作者：james. martin 來源： 梅世傑的日誌美國資深律師經驗：二十一世紀寫好合同的五十招（英漢對照）

作者：james. martin

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

二十一世紀寫好合同的五十招

作者：in

譯者：胡清平

published in the florida bar journal, nov. 2014

（本文於2014年11月發表於美國佛羅里達州的律師雜誌上）

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

作者注：本文僅供參考，並不旨在提供法律意見

譯者注：翻譯本文並未得到原作者同意，故譯文僅供學習和研究使用.

-------------------------------------------------------------------------------- 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.

新世紀的到來，要求我們在法律實踐中應該多用電腦和互聯網，不過，訴訟成本還是那麼地高，面對日益競爭激烈的違約訴訟，律師每月開出1萬美元的賬單也是常有的事。合同中的每一個字，每一個詞，每一句話，都意味着潛在的輸或贏，換句話説，押在這上面下的賭注也很大，所以，在起草合同時要把握兩條原則：小心謹慎和深思熟慮。

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踐中一件有意思的事兒。大約三年前，也是在這樣一個會議上，我提出了合同起草的50招。本文在那些招數的基礎上，結合一些新的工具和技能，推出了下面這個新版本,但願它們能幫助你起草無可挑剔的合同，讓你的客户免受訴訟的困擾。

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. 這些招數適用於各種合同，比如，辦公租賃合同、不動產合同、買賣合同、勞動合同、設備租賃合同、婚前協議。同樣，如果你不想讓你在訴訟中所起草的和解條款與協議再起爭議的話，也可以參考一下這些招數。另外，通過了解這些招數，你就會明白，起草合同，清晰、簡明是多麼地重要。本文的附錄提供了一些簡單的法律文書範本-----這將有助於你理解這些招數。

before you write the first word

第一部分：在動筆之前

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.要求你的客户列出合同交易的要點，也可以説是合同的清單、目錄或概述。這一招首先幫助你的客户弄清合同的重點所在。

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.讓你的客户提供一些假設可能發生的情況。好的合同不僅能夠預見到許多可能發生的情況，而且還能清楚地描述出發生這些情況後合同雙方的立場。和客户聊這些情況將有助於你發現一些你可能沒有考慮到的問題。

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.請求你的客户提供類似的合同。通常情況下，客户都保留着過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範本。典型的合同範本在一些範例書中都可能找到：比如,西方法律文書（全國版）佛羅里達州文書期刊，另外，在有些論文和佛羅里達州律師協會的法律繼續教育出版物中也可以找到一些。起草合同時，你可以把這些範本當做原始資料，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範本都有電子文本儲存在磁盤或光盤中。

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.如果沒有特別申明，不要讓你的客户在意向書上簽字。有時候，在合同未準備好之前，客户為了表示誠意，往往急於簽署某些東西，當然，在這種情況下，如果客户急於簽署的是有特別申明的意向書，這也是可以的，但一定要註明：本意向書並非合同，只是雙方為了更好地溝通協商，而擬定的對未來條款的概述。類似意向書的範例見附錄c。

writing that first word

第二部分：開始起草合同

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.從簡單、典型的合同入手。附錄a就是一個簡單、典型的合同，它提供了一個合同的基本支架。像房子一樣，一個合同必須有一個牢固的根基。

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。，這是個簡單而又不得不引起重視的問題。如果是個人，要寫清姓和名,中間有大寫字母和其他身份信息的，也要註明，例如：jr.,m.d,等等；如果是公司，為避免弄錯，寫名稱時可以到公司註冊地的相應機構去核對一下。

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（簡稱）。為便於閲讀，一般要在合同的第一段為雙方弄一個別稱，如：將詹姆士.馬丁簡寫為"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.使用法定術語作為雙方當事人的別稱時，要小心。除非一方當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，除非你想讓一方當事人成為法定上的代理人，否則不要稱其為"代理人"，如果堅持要用，最好明確一下代理範圍並找到其他可以避免將來爭執的方案。

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, 2014, contract for sale of real estate."

11.在合同的第一段要為書寫簽約時間留下空格。把簽約時間放在第一段，當合同簽署後，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文件中準確地描述這個合同提供幫助，範例如：不動產買賣合同，訂立於2014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。引述語是指那些放在合同主體前面的"鑑於"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）很快地瞭解到合同的主要內容是什麼，合同雙方是誰，以及他們為什麼簽訂合同，等等。當然，合同主體的第一段也可以加上引述語並陳述其是真實準確的，如果這樣做了，合同雙方將來就不會爭執：引述語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題詞.合同的段落是按一定的邏輯順序組織起來的，當然，你並不需要一下子列出所有段落的標題詞，想到多少就寫多少，不過，這些標題詞要力求總結出每個段落或相關段落的內容。比如：撰寫勞動合同時列出的標題詞就像下面這些：

引述語

聘用

職責

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.在撰寫每一段時要注意內容集中，不要東拉西扯，是的，這很簡單，你可能上國小時就學過，但我還是要提醒你，要集中火力，一段一段地分別説明合同雙方同意做什麼，不同意做什麼。

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，你可能隨時會想到一些需要添加條款、措詞和問題，要儘快記在便箋簿上，因為他們太容易忘了。另外，你最好將客户列出的要點和一些類似的合同範本也放在眼前，以便在書寫過程中隨時查對。

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説明問題，否則不要在合同中重複陳述某個內容。將一個事實來回地説很容易讓人模稜兩可。如果你將一個概念重複地解釋，那理解起來就更有困難。另外，如果你想通過一個例子來闡明一個難以理解的概念或規則時，一定要考慮到其所有的含義、這個例子的準確性以及它和概念的相符性。

what to watch out for when writing

第三部分：撰寫時的注意事項

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.標題上註明"合同"兩字。不要為碰運氣而忽略這個。如果你的客户需要合同，就要註明是合同。一個仍在聯邦法院裏任職的法官就曾經裁定：有雙方簽字，但標有"建議書"的文件並非合同。這給我們的教訓就是，你怎麼想，就應該怎麼説。如果你想讓你的文件成為具有法律效力的合同，就要在標題中註明"合同"字樣。

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

18.寫短句子，因為短句子比長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.用主動語態而不用被動語態。相對而言，主動語態的句子更簡短，措詞更精練，表達更明白。還是讓我們來來看一個例子吧，主動語態的句子：賣方將把此物賣給買方;被動語態的句子：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“雙週”之類的詞，因為這有可能產生歧義----是兩週還是每隔一週？類似的詞還有"雙月",所以最好這樣寫:"兩週"或"每隔一週"。

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.不要説"活動着的白蟻和有機體"之類的話，為了避免模稜兩可，最好這樣寫：“活動着的白蟻和活動着的有機體”或是“白蟻和活動着的有機體”。當一組名詞（如"白蟻和有機體"）前有一個修飾語（如"活動着的"）時，你一定要弄清楚這個修飾語是修飾兩個名詞還是僅僅修飾第一個名詞。如果是修飾兩個詞，可以用排比的手法分別在這兩個詞之前加上修飾語，如果你只想修飾一個名詞，那麼你就應該把這個詞放在這組詞的最後，然後在它的前面加上修飾語。

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.不要説“出租人”和“承租人”。這對一個租賃合同來説是些不好的別稱，因為他們容易被顛倒或者出現打印錯誤。可以用“房東”和“房客”來代替他們。同樣，在合同中也不要説留置權人和留置人，抵押權人和抵押人，保證人和被保證人，許可人和被許可人，當事人a和當事人b......到底怎麼説，這就要看你駕馭語言的能力了，不過，要把握的一條原則，即在整個合同中，對合同一方只能用一個別稱。

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.使用術語“本文（herein，也可譯為”“在這裏”）時要當心。為了避免含糊不清，使用“本文”時最好特別申明一下“本文”是指整個合同，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.寫數目時要文字和阿拉伯數字並用，如：拾（10）。這將減少一些不經意的錯誤。

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"這個詞，就要考慮在其後加上"但不限於....."的分句。除非你能夠列出所有被包括的項，否則最好用"但不限於...."的分句，來説明你只是想舉個例子。

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.不要依賴於語法規則。那些你在學校裏得到的語法規則並不是放之四海而皆準的東西，因為有權力來解釋此合同的法官或陪審團成員學的語法規則可能和你學的不一樣，但不管學的是什麼規則，撰寫合同都要遵循一個基本原則：簡潔、明確。檢測你寫的東西是否達到這個要求有個好辦法，那就是去掉所有的句號和逗號，然後去讀它。在沒有標點符號的情況下，選擇正確的詞語放在正確的位置上，這將使你寫出來的東西更簡明，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.不要創造詞語。合同文書不是創造性的作品，也就不能因為意思的細微差別而引起思考或爭論。合同文書應該是清晰、直接而準確的。因此，要使用普通的詞語,表達普通的意思，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”來指整個合同的標的物，就不要時而稱它們為“貨物”，時而又改稱它

們為“產品”。保持用詞一致性比避免重複更加重要。不要擔心這會讓讀者打瞌睡；你應該提防的是對方律師會因為含糊不清的合同而將你告上法庭。

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.在文法和標點符號上保持一致。你可能學過許多不同類的文法和標點符號規則，但在使用它們時最好保持一致。要特別注意句末的引號、時間和地點之後的逗號以及文風的相似性。

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據法、審判地、律師費等條款。有了這些條款，一旦合同引起訴訟，你就已經為了你的客户打這場訴訟戰準備了一些“彈藥”。類似的條款見附錄a和b。

write for the judge and jury

第四部分：要為法官和陪審團考慮

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.要假設合同的讀者是一個受過教育的外行,如果你書寫的合同簡明得連一個外行都能理解，那麼即使到了法庭上,,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 r hereby agrees to purchase from seller ten (10) frying pans, hereinafter called the "goods." 32.強調一個合同術語可以這樣做：加上雙引號並將其開頭的字母大寫。將一個詞語的開頭字母大寫表明你想讓它有一個特別的意思。下面有兩個定義術語的例子：

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

二.本合同中買方同意向賣方購買的拾（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.第一次使用某個術語時就要下定義。定義合同術語不是在合同的開頭，也不是在合同的結尾，而是在這個術語第一次出現的時候，這樣做，有利於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.勤於解釋合同中的術語和概念。要記住合同雙方的當事人可能會理解合同中某些專用術語，但法官和陪審團卻可能一無所知。所以撰寫合同時要讓合同自己為自己釋義。

keep your client informed while you write

第五部分：書寫時要常和你的客户溝通

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.所有的合同都應該有一封説明書---用來告訴你的客户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.告訴客户你在撰寫過程中的一些想法。比如：哪些事情可能會隨着交易變得很遭，哪些事可能會在將來發生，哪些事情已經發生了，哪些可以讓事情朝好的方向發展的方法.....你最好在給客户的説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.告訴客户合同的風險所在。在撰寫合同時，你最好向客户説訂立合同需要承擔的風險和能夠得到的利益。通常情況下，只要你花時間來起草合同，你就會發現真正的風險在哪裏。

what to do after the first draft is written

第六部分：完成初稿後做什麼

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 2014. 38.核實合同的拼寫情況、段落序號以及上下文的註解，你可以自己手動來做，也可以用文字編輯軟件中的拼寫和語法檢查功能來完成，特別是自從有了微軟的 word軟件後，做這樣的工作你似乎不要費多少精力（但機器有時也不可靠，如果你不看仔細，它就會把"per stirpes"改變為 "per stupid"）。現在，這類專業的軟件甚至可以幫你檢測到合同中沒有釋義的術語，如：corel公司專門為法律辦公開發的文字處理軟件包中的 dealproof軟件，還有可供word97和word2014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.讓你的祕書或者助手閲讀你草擬的合同。你的同事不僅能通過文字處理軟件來幫你檢查到你沒有查到的拼寫和語法錯誤，而且他們還能發現你起草時沒有察覺到的矛盾和混淆之處。

40. sta

第三篇：補償貿易英文合同範本

補償貿易英文合同範本

compensation trade contract

contract no.： __________

date of signing： _________

place of signing： _______

the two parties：

party a： ____________解決企業和個人難題____________________

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, 2014.

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“lien” is a mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

13.41“loan 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：外教聘請英文合同

外教聘請英文合同

2014-08-04 11:24:08 來源：

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 ________ 2014 to the ________day of ________2014 .

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_______ 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

編輯:gym

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