以下是小编精心整理的国际进出口贸易合同范本英文版（共含20篇），供大家阅读参考。同时，但愿您也能像本文投稿人“森葳蕤”一样，积极向本站投稿分享好文章。
贸易合同关系是平等者之间的关系，与行政关系不同，任何一方都不允许凌驾于对方之上，不得把自己的意志强加给对方。只有在法律地位平等的基础上，双方当事人才有条件，相互磋商自愿达成协议。所以说，双方当事人法律地位平等是建立贸易合同关系的基础。
SALES CONTRACT ( ORIGINAL )
Contract No. Date: Signed at:
Sellers:
Address:
Tel: Fax: E-mail:
Buyers:
Address:
Tel: Fax: E-mail:
约首： This Sales Contract is made by a nd between the Sellers a nd the Buyers whereby the Sellers agree to sell a nd the Buyers agree to buy the under—montioned goods according to the terms a nd conditions stipulated below:
麦头： Shipping Mark
To be designated by the Sellers / At the Sellers’ option.
保险条款： Insurance
在FOB, CFR 合同下，保险条款可订为：
Insurance to be covered by the Buyer.
在CIF 合同下，保险条款可订为：
Insurance to be covered by the Sellers for 110% of the invoice value against W.P.A / All Risks / War Risk including shortage in weight as per a nd subject to the Ocean Marine Carge Clauses of the People’s Insurance Company of China dated Jan. 1, 1981. If other coverage o r an additional insurance is required, the Buyers must have the consent of the Sellers before shipment, a nd the additional premium is to be borne by the Buyers.
装运条款： Shippment
Time of Shipment: during Feb./Mar. 20xx in two equal monthly lots
Port of loading / shipment :
Port of destination :London. Transhipment at HongKong allowed.
The carrying vessel shall be provided by the sellers. Partialshipment a nd transshipment are allowed. After loading is completed, the seller shall notify the buyers by cable of the contract number, name of commodity, name of the carring vessel a nd date of shipment.
付款条件： Terms of Payment
The Buyers shall open with a acceptable to the Sellers an Irrevocable Sight Letter of Credit to reach the Sellers 30 days before the month of shipment, valid for negotiation in China until the 15th day after the month of shipment. ( Export )
By Irrevocable Letter of Credit for 90% the total invoice value of the goods tb be shipped, in favour of the Sellers, payable at the issuing bank against the Sellers’ draft at sight accompanied by the shipping documents stipulated in the Credit. The balance of 10% of the proceeds is to be paid only after the goods have been inspected a nd approved at the port of destination. ( Import )
By confirmed, irrevocable Letter of Credit in favor o9f the Sellers payable at sight against Presentation of shipping documents in China , with partial shipments a nd transshipment allowed. The covering Letter of Credit must reach the Sellers 15 days before the contracted month of shipment6 a nd remain valid in the above loading port until the 15th day after shipment , failing which the Sellers reserve the right to cancel the contract without further notice a nd to claim against the Buyers for any loss resulting there from.
To be effeced by documentary draft under D / A terms.
Payment shall be made by documentary draft to be payable under D / P terms.
交货条件： Delivery Terms
Certificates of Quality, Quantity, Weight a nd Qrigin are required. The Buyers have the right to have the goods re—inspected by the Guangzhou Entry—Exit Inspection a nd Quarantine Bureau of the People’s Republic of China at the prt fo discharge. The relevant Inspection Certigficates may serve as the basis of any claim to be lodged by the Buyers against the Sellers.
检验条款： Commodity Inspection
It is mutually agreed that he Certificate of Quality a nd Weight issued by------( eg: China Entry-Exit Inspection a nd Quarantine Bureau ) / surveyor at the port of shipment shall be ( taken as the basis of delivery. ) / part of the documents to be presented for negotiation under the relevant weight of the cargo. The re—inspection fee shall be borne by the Buyer. The claim with the cargo, if any, shall be lodged to the Seller within -------days after arrival of the cargo at the port of destination.
索赔条款： Discrepancy and Claim
Any claim by the Buyers regarding the cargo shall be supported by survey report issued by a surveyor approved by the Seller a nd lodged within 45 days after the arrival of the cargo at the port of destinaton. The Seller will not consider claims in respect of matters within responsibility of insurance company o r shipping company.
Should the Seller fail to make delivery on time, the buyer shall agree to postpone the delivery on the conditon that the Seller agrees of pay a penalty which shall be deducted by the paying bank at the time of payment. The rate of penalty is charged at 0.5% of the total value of the cargo whose delivery has been delayed for every week, odddays less than a week should be counted as a week. But the total amount of penalty shall not exceed 5% of the total value of the cargo involved in the late delivery. In case the Seller fail ot make delivery 10 weeks later than the time of shipment stipulated on the contract, the Buyer shall havbe the right to cancel the contract a nd the Seller shall still pay the aforesaid penalty to the Buer without delay.
Quality / Quantity Discrepancy a nd Claim:
In case the quality and/or quantity / weight are found the Buyers to be not in conformity with the Contract after arrival of the goods at the port of destination, the Buyers may lodge claim with the Sellers supported by survey report issued by an inspection organizaiton agreed upon by both parties, with the exception, however, of those claims for which the insurance company and/or the shipping company are tobe held responsible. Claim for quality discrepancy should be filed by the Buyers within 30 days after arrival of the goods at the port of destination, while for quantity/weight discrepancy claim should be filed by the Buyers within 15days after arrival of the goods at port of destination. The Sellers shall, within 30 days after receipt of the notification of the claim, aend reply to the Buyers.
索赔期限： Validity of Claim
The Buyers have the rihgt to lodge claims for all losses sustained within 60 days after discharge of the goods at the port of destination.
综合式不可抗力条款：Force Majure
The Seller shall not be held responsible for late delivery o r non—delivery of the goods due to flood, fire, earthquake, snowstorm, drought, hailstorm,hurricane, o r other events that are beyond the control of the Seller. But the Seller shall notify the Buyer by cabel as soon as possible a nd give the Buyer a certificate by6 registered mail issuedd by the China Council for the Promotion of International Trade o r other competent authorities.
If shipment of the contracted goods is prevented o r delayed in whole o r in part due to Force Majeure, the Sellers shall not be liable for non—shipment o r late shipment of the goods under this Contract. However , the seller shall notify the Buyers by fax o r telex a nd furnish the latter within 15 days by registered airmail with a certificate issued by the competent authorities at the place of occurrence attesting such event o r events.
仲裁条款： Arbitration
规定在我国仲裁的条款：
All disputes in connection with o r arising from the contract shall be settled amicably through negotiation. In case no settlement can be reached between the two parties, the case shall be submitted to the China intermational Economic a nd Trade Arbitration Commission, Beijing for arbitraiton in accordance with its Rules of Arbitration. The arbitral award is final a nd binding upon both parties. The arbitration fee shall be borne by the losing party unless otherwise awarded by the arbitration court.
规定在被诉方仲裁的条款：
All disputes in connection with o r arising from the contract shall be settled amicably through negotiation. In case no settlement can be reached betweenthe two parties, the case shall be submitted for arbitration. The location of arbitration shall be in the country of thew domicile of the defendant. If in China, the arbitration shall be conducted by the Cjhinea International Economic a nd Trade Arbitratiton. If in------, the arbitration shall be conducted by------in accordance with its arbitral rules. The arbitral award is final a nd binding upon both parties. The arbitration fee shalll be borne by the losing paryt unless otherwise awarded bythe arbitration court.
规定在第三国仲裁的条款：
All disputes in connection with o r arising from the contract shall be settled amicably through negotiation. In case no settlement can be reached between the two parties, the case shall be submitted to------for arbitration in accordance with its Rules of Arbitration. The arbitral award is final a nd binding upon both parties. The arbitration fee shall be borne by the losing party unless otherwise awarded bythe arbitration court.
适用法律： Governing Law
This contract shall be governed by the laws of the People’s Republic of China.
定金条款： Earnest money
The Buyer shall pay --% of the total value of the cargo by T/T to the Seller as the earnest money. In the case that the Buyer fulfilled the obligations in the contract, the earnest money shall be deducted by the paying bank at the time of payment. Otherwise the earnest money shall not be returned. In the case that the Seller failed to fulfill any obligation the the contract, the Seller shall pay twice the earnest money to the Buyer.
其他： Others
签约日期：________________
签约地点：________________
卖方：____________________
地址：____________________
邮编：____________________
电话：____________________
买方：____________________
地址：____________________
邮编：____________________
电话：____________________
买卖双方本着公平、自愿、互惠互利的原则，根据《中华人民共和国合同法》，经协商一致签订本合同。此合同经买卖双方共同制订，买方愿意购入、卖方愿意售出下述进口货物，谨此签约。
1.本合同项下的合同金额、交货地点(即交货港口)、交货期限(即交货时间)以及货物品种、数量、单价、包装等内容见《新连锁商品进口供货清单》(见附件1，简称《供货清单》)，为本合同不可分割部分，买方签字后生效)。
2.包装
卖方应对本合同所售货物进行适当完全的包装，以适于长距离的远洋或内陆运输，能够很好地保护货物，防止潮湿、湿气、震动、生锈、粗暴处理。
3.装运标志
卖方须在每个运输包装物上标明本合同的合同编号，并标出包装号码、体积、毛重、净重，以及“本面向上”、“小心轻放”、“切勿受潮”等装运标志。
4.供货履约担保
(1)中国经济技术投资担保有限公司(即担保人)提供的以本合同为主合同的“供货履约担保”，买方与卖方签订本合同之日同时与卖方、担保人签订《新连锁商品进__易履约供货担保条款》(见附件2)，并由担保人通过买方当地国家邮政局邮政储汇局下属的业务服务网点(简称邮政订购代办营业机构)向买方转交由担保人出具的《新连锁商品进__ 易履约供货担保承保通知单》(见附件3，简称《供货担保承保通知单》)。
(2)买方支付的货款由邮政订购代办营业机构代收后汇入担保人和卖方指定的帐户，3个工作日内卖方委托担保人向买方开具《新连锁商品进__易履约供货担保单》(见附件4，简称《供货担保单》)，该担保单以传真和邮寄方式由担保人送达给买方。
(3)买方若因贸易融资原因需要将基于本合同项下的由担保人向买方出具的《供货担保单》项下的《供货清单》中的赔款款项转让给他人，买方在向卖方提交本合同时，须以书面方式向卖方和担保人提交申请书并由卖方和担保人进行确认，申请书应注明该赔款款项受让人的详细资料，包括：公司全称、通讯地址、电话、传真、开户名称、开户行、账号。
5.商品检测及货物交割
(1)买卖双方指定境外卖方所在国(地区)当地的瑞士sgs集团下属营业机构(简称sgs)对上述货物进行品种和数量检测，并由其出具品种和数量检测报告。
sgs中国营业机构(sgs-cstc)联系方式如下： (2)双方确认上述货物的承运人为中远国际货运有限公司(简称承运人)，买方承担从境外卖方装运
将货物运至买方指定目的港的运费、保险费。
承运人联系方式如下：
(3)卖方备妥上述货物后，卖方须在不迟于每批货物交货期限前10日以传真方式向买方提交sgs出具的检测报告及《新连锁进口商品检测报告通知单及回执》(见附件5，简称《检测报告通知单》)由买方确认。
(4)如买方对卖方以传真方式提交sgs出具的品种和数量的检测报告内容无异议，须在收到卖方《检测报告通知单》传真件24小时之内，向卖方传真签章后的《检测报告通知单》和《装运通知单》(见附件6);如买方对检测报告的内容有异议，须在收到卖方《检测报告通知单》传真件24小时之内，向卖方传真签章后的《检测报告通知单》，按本合同“7.违约处理”规定处理。
(5)买卖双方以承运人签发的提单上载明的交货时间和装运地点为货物实际交货时间和交货地点，该实际交货时间应在本合同规定的最迟一批货物交货期限内;如因买方或承运人的原因造成交货时间或交货地点的变化，买方应以书面方式通知卖方变更后的货物交货时间和交货地点。
(6)因为买方没有在规定期限内给予卖方《装运通知单》或者因为上述( 5)中买方或承运人的原因，造成交货延迟，卖方均不承担违约责任。
(7)如买方所购商品需要国家有关部门进口批文和许可证，卖方可协助买方办理，所需费用由买方承担。
(8)买卖双方同意由承运人为买方提供国际运输、进口报关报检(中国商检机构规定的进口商检)、国内配送的全程物流服务;进口所需费用(包括国际运费、保险费、报关、商检、国内运费等费用)由买方承担，具体支付方式由买方与承运人另行商定。
(9)货物进口关税及增值税应由买方在接到卖方书面通知后向卖方支付，卖方在货物完成进口后按实际发生多退少补，并按实际收取的货款、进口关税及增值税的总额向买方提供增值税发票。
(10)如买方没有按承运人及卖方的要求交纳上述货物进口所需费用、进口关税及增值税，视为买方自动放弃货物，卖方不承担由此产生的任何经济和法律责任。
6.货款支付
(1)货物总值详见附件1《供货清单》。
(2)自本合同签字之日，买方将《供货清单》项下的100%货款交纳给邮政订购代办营业机构，买方须在交款单上填写《供货清单》编号以及担保人指定的卖方货款帐户(见以下(3))后，领取《供货担保承保通知单》。
(3)卖方货款帐户
开户行：________________________________
供货方开户名称：北京新连锁商业销售网络有限公司
帐号：________________________________
7.违约处理
如卖方未按本合同中约定的期限、地点、品种或数量向买方供货，买方可以按照《新连锁商品进__易履约供货担保条款》的规定向卖方和担保人书面提出索赔。
8.质量异议
买方若对所购货物的质量提出异议，应向卖方提交相关索赔文件，包括：索赔书，瑞士sgs集团下属的通标标准技术服务有限公司(sgs-cstc)出具的相关商品质量检测报告。
9.退货
卖方如要求退回有异议部分货物并承担相关费用，买方须委托中远国际货运有限公司将该部分货物运至卖方指定港口。
10.不可抗力
卖方如因洪水等自然灾害、战争、罢工等不可抗力原因不能按期交货或不能交货时，经双方协商本合同可以延迟履行;如双方决定终止执行本合同，卖方须在交 货期限后15日内全额退回买方已支付的货款及利息(期间存款利息按企业活期存款利率计算)。
11.争议
买卖双方在本合同执行过程中如有争议，双方友好协商解决;如争议无法协商解决，则由北京仲裁委员会在北京进行仲裁。
12.有效
(1)本合同自买卖双方签章之日起生效，本合同的附件与本合同不可分割，具备同等法律效力。
(2)如买方支付的货款在本合同签订之日起3个工作日内没有存入邮政订购代办营业机构指定的帐户，本合同自动失效。
(3)任何对本合同内容的变更，须经买方、卖方和担保人三方共同认可。
附件(略)
卖方(签章)：________
日期：________________
买方(签章)：________
日期：________________
The Buyer shall pay --% of the total value of the cargo by T/T to the Seller as the earnest money. In the case that the Buyer fulfilled the obligations in the contract, the earnest money shall be deducted by the paying bank at the time of payment. Otherwise the earnest money shall not be returned. In the case that the Seller failed to fulfill any obligation the the contract, the Seller shall pay twice the earnest money to the Buyer.
其他： Others
买方：
地址：
电报：
卖方：
地址：
电报：
电传：
本合同由买卖双方商订，在合同项下，双方同意按下列条款买卖下述商品;
第一条 品名、规格、数量及单价
第二条 合同总值
第三条 原产国别及制造厂商
第四条 装运港
第五条 目的港
第六条 装运期
分运：
转运：
第七条 包装
所供货物必须卖方妥善包装，适合远洋和长途内陆运输，防潮、防湿、防震、防锈，耐野蛮装卸，任何由于卖方包装不善而造成的损失由卖方负担。
第八条 麦头
卖方须用不褪色油漆于每件包装上印刷包装编号、尺码、毛重、净重、提吊位置及“此端向上”、“小心轻放”、“切勿受潮”等样及下列麦头：
麦 na
第九条 保险
转运后由买方投保。
第十条 付款条件
1、买方在收到备货电传通知后转运期前30天，开立以卖方为受益人的不可撤销售信用证，其金额为合同总值的 %，计 。中国银行 行收到下列单证经核对无误后，承付信用证款项：
全套可议付已装船清洁海运提单，外加两套副本，注明“运费待收”，空白台头，空白背书，已通知到货口岸中国对外贸易运输公司。
商业发票一式五份，注明合同号，信用证号和麦头。
装箱单一式四份，注明每包货物数量、毛重和净重。
由制造厂家出具并由卖方签署的品质证明书一式三份。
提供全套技术文件的确认书一式两份。
装运后即刻通知买方启运日期的电报/电传副本一份。
2、卖方在装船后10天内，须挂号航空邮寄三套上述文件，一份寄买方，两份寄目的港中国对外贸易运输公司。
3、中国银行收到合同 中规定的、经双方签署的验收证明后，承付合同总值的 %，金额为 。
4、买方在付款时，有权按合同第15、18条规定扣除应由卖方支付的延期罚款金额。
5、一切在中国境内的银行费用均由买方承担，一切中国境外的银行费用均由卖方承担。
第十一条 装运条款
1、卖方必须在装运期前45天，用电报/电传向买方通知合同号、货物品名、数量，发票金额，件数，毛重，尺码及备货日期，以便买方安排订仓。
2、如果货物任一包装达到或超过重20吨，长12米、宽2.7米、高3米，卖方应在装船前50天，向买方提供五份包装图纸，说明详细尺码和每件重量，以便买方安排运输。
3、买方必须在预计船抵达装运港日期前10天，通知卖方船名，预计装船日期，合同号和装运港船方代理，以便卖方安排装船。
4、船按期抵达装运港口，如果卖方未能备货待装，一切空仓费和滞期费由卖方承担。
5、在货物越过船舷脱离吊钩前，一切风险及费用由卖方承担。在货物越过船舷脱离吊钩后，一切风险及费用由买方承担。
6、卖方在货物全部装运完毕后48小时内，须以电报/电传通知买方合同号、货物品名、数量、毛重、发票金额，载货船名和启运日期。如果由于卖方未及时电告买方，以致货物未及时保险而发生的一切损失由卖方承担。
第十二条 技术文件
1、下述全套英文本技术文件应随货物发运：
基础设计图。
接线说明书，电路图和气/液压连接图。
易磨损件制造图纸和说明书。
零备件目录。
安装、操作和维修说明书。
2、卖方应在签订合同后60天内，向买方或用户挂号航空邮寄本条(1)款规定的技术文件，否则买方有权拒开信用证和拒付货款。
第十三条 保质条款
卖方保证货物系用上等的材料和一流工艺制成，崭新、未曾使用，并在各方面与合同规定的质量、规格和性能相一致，在货物正确安装、正常操作和维修情况下，卖方对合同货物的正常使用给予 天的保证期，此保证期从货物到达 起开始计算。
第十四条 检验条款
1、卖方/制造厂必须在交货前全面、准确地检验货物的质量、规格和数量、签发质量证书，证明所交货物与合同中有关条款规定相符，但此证明书不作为货物的质量、规格、性能和数量的最后依据。卖方或制造厂商应将记载检验细节和结果的书面报告附在质量证明书内。
2、在货物抵达目的港之后，买方须申请中国商品检验局(以下称商检局)就货物质量、规格和数量进行初步检验并签发验证说明书。如果商检局的检验发现到货的质量、规格或数量与合同不符，除应由保险公司或船方负责者外，买方在货物到港后
天内有权拒收货物，向卖方提出索赔。
3、如果发现货物质量和规格与合同规定不符，或货物在本合同第13条所规定的保证期内证明有缺陷，包括内在缺陷或使用不良的原材料，买方将安排商检局检验，并有权依据商检证书向卖方索赔。
4、如果由于某种不能预料的原因，在合同有效期内检验证书不及办妥，买方须电告卖方延长商检期限 天。
第十五条 索赔
1、如果卖方对货物不符合本合同规定负有责任且买方按照本合同第13条和第14条规定，在检验和质量保证期内提出索赔时，卖方在征得买方同意后，可按下列方法之一种或几种理赔：
同意买方退货，并将所退货物金额用合同规定的货币偿还买方，并承担买方因退货而蒙受的一切直接损失和费用，包括利息、银行费用、运费、保险费、检验费、仓储、码头装卸及监管保护所退货物一切其它必要的费用。
按照货物的质量低劣程度、损坏程度和买方蒙受损失的金额将货物贬值。
用符合合同规定的规格、质量和性能的部件替换有瑕疵的部件，并承担买方所蒙受的一切直接损失和费用。新替换部件的保质期须相应延长。
2、如果卖方在收到买方索赔书后一个月之内不予答复，视为卖方接受索赔。
第十六条 不可抗力
1、签约双方中任何一方受不可抗力所阻无法履约，履约期限则应按不可抗力影响履约的期限相应延长。
2、受阻方应在不可抗力发生或终止时尽快电告另一方，并在事故发生后14天内将有关当局出具的事故证明书挂号航空邮寄给另一方认可。
3、如果不可抗力事故持续超过120天，另一方有权用挂号航空邮寄书面通知，通知受阻方终止合同。通知立即生效。
第十七条 仲裁
1、双方对执行合同时发生的一切争执均应通过友好协商解决。如果不能解决，则可诉诸仲裁。
2、仲裁应提交中国国际经济贸易仲裁委员会，根据该会的仲裁程序进行仲裁，也可提交双方同意的第三国仲裁机构。
3、仲裁机构的裁决具有最终效力，双方必须遵照执行，仲裁费用由败诉方承担，除非仲裁机构另有裁定。
4、仲裁期间，双方须继续执行合同中除争议部分之外的其他条款。
第十八条 延期和罚款
如果卖方不能按合同规定及时交货，除因不可抗力的原因外，若卖方同意支付延期罚款，买方应同意延期交货。罚款通过在议付行付款时扣除，但罚款总额不超过延期货物总值的5%计算，少于7天者按7天计。如果卖方交货延期超过合同规定船期十星期时，买方有权取消合同。尽管取消合同，但卖方仍须立即向买方交付上述规定罚款。
第十九条 附加条款(如果上述任何条款与下列附加条款不一致时，应以后者为准)
此鉴：
本合同由双方于 年 月 日用 文签署。原本一式 份，买卖双方各执 份。本合同以下述第( )款方式生效。
1、立即生效。
2、合同签署后 天内，由双方确认生效。
买方： 卖方：
签名： 签名：
采购方(以下简称“甲方”)：
法定代表人：
营业执照号码：
地址：
电话：
传真：
供货方(以下简称“乙方”)：
法定代表人：
营业执照号码：
地址：
电话：
传真：
甲、乙双方在平等、互利原则上，经充分协商一致，由买方购进，卖方出售下列货物，并按下列条款履行：
第一条、乙方向甲方供应以下产品：
风险提示：买卖的标的物
双方一定要明确约定买卖产品名称、品牌、规格、型号、等级，生产厂家，数量等详细内容，尽可能把产品的各项标示都作为标的内容写进合同。如有样品的，双方应封存样品并可进行公正。防止因产品约定不清，而就所提供合格与否产生纠纷。
同时，要求供货方对产品的所有权及处分权作出保证或承诺，防止其产品上存在权利限制，如产品被出租、抵押、涉嫌侵犯他人的知识产权等影响到标的物的交付。
1、商品名称：
2、单价：
3、商品数量：
4、单品总额：
5、总金额：
第二条、装运期限：每月交货数量必须一次交清，不得分批装运。
第三条、装运口岸：
第四条、目的口岸：
风险提示：价款及支付方式
采购合同的主要义务是一方给物，一方给钱。因此，价款是采购合同的最为重要的内容之一。采购单一货物，价格固定，价款比较清楚，一般不会产生争议。如果采购多种货物或进行长时间的货物买卖，价款较为复杂，一旦约定不明，则极易产生争议。因此，合同中应明确产品单价、计量标准、数量、产品附件等，对于涉外合同，还应当明确货币种类及外汇结算标准，防止出现分歧。
另外，支付方式也应当约定明确，价款支付是现金支付，还是用支票支付;如果采用汇款，汇费由谁负担等细节应当明确。
第五条、付款条件：买方在收到卖方关于预计装船日期及准备装船的数量的通知后，应于装运前_____天通过________银行开立以卖方为受益人的不可撤消的信用证。该信用证凭即期汇款票及本合同规定的单据在开证行付款。
第六条、单据：各项单据均须使用与本合同相一致的文字，以便买方审核查对：
1、填写通知目的口岸对外贸易运输公司的空白抬头、空白背书的全套已装船的清洁提单。
2、发票：注明合同号、唛头、载货船名及信用证号。如果分批装运，须注明分批号。
3、装箱单及/或重量单：注明合同号及唛头，并逐件列明毛重、净重和货号。
4、制造工厂的品质及数量/重量证明书。品质证明书内应列入根据合同规定的标准按货号进行化学成分、机械性能及其他各种试验的实际试验结果。数量/重量证明书应按货号列明重量。
5、按本合同规定的装运通知电报抄本。
第七条、装运条件：
1、离岸价条款：
(1)装运本合同货物的船只，由买方或卖方运输代理人________租船公司租订舱位。卖方负担货物的一切费用风险到货装到船面为止。
(2)卖方必须在合同规定的交货期限_____天前，将合同号码、货物名称、数量、装运口岸及预计货物运达装运口岸日期，以电报通知买方以便买方安排舱位。并同时通知买方在装货港的船舶代理，若在规定期限内买方未接到前述通知，即作为卖方同意在合同规定期内任何日期交货，并由买方主动租订舱位。
(3)买方应在船只受载期_____天前将船名、预计受载日期、装载数量、合同号码、船舶代理人，以电报通知卖方，卖方应联系船舶代理人配合，按期备货装船。如买方因故需要变更船只或更改船期时，买方或船舶代理人应及时通知卖方。
(4)买方所租船只按期到达装运口岸后，如卖方不能按时备货装船，买方因而遭受的一切损失包括空舱费、延期费及/或罚款等由卖方负担。如船只不能于船舶代理人所确定的受载期内到达，在港口免费堆存期满后第______天起发生的仓库租费、保险费由买方负担，但卖方仍负有载货船只到达装运口岸后立即将货物装船之义务并负担费用及风险，前述各种损失均凭原始单据核实支付。
2、成本加运费价条款：
卖方负责将合同所列货物由装运口岸装班轮到达目的口岸，中途不得转船。货物不得用悬挂买方不能接受的国家的旗帜的船只装运。载货船只在驶抵本合同规定的口岸前不得停靠________或________附近地区。
第八条、装运通知：卖方在货物装船后，立即将合同号、品名、件数、毛重、发票金额、载货船名及装船日期以电报通知买方。
第九条、保险：自装船起由买方自理，但卖方应按本合同规定通知买方。如卖方未能按此办理，买方因而遭受的一切损失全由卖方负担。
风险提示：验收标准
验收标准约定不明时，极易发生产品质量纠纷。
应在验收条款中详细列明货物的验收标准、验收手续及过程，还可选择约定验收结果的最终确认权人。同时还应详细列明货物不符合约定条件时的处理方式、及以处理过程的沟通与衔接。
第十条、检验和索赔：货卸目的口岸，买方有权申请____国商品检验局进行检验。如发现货物的品质及/或数量/重量与合同或发票不符，除属于保险公司及/或船公司的责任外，买方有权在货卸目的口岸后_____天内，根据____商品检验局出具的证明书向卖方提出索赔，因索赔所发生的一切费用(包括检验费用)均由卖方负担。fob价格条件时，买方有权同时索赔短重部分的运费。
第十一条、不可抗力：由于人力不可抗拒事故，使卖方不能在合同规定期限内交货或者不能交货，卖方不负责任。但卖方必须立即以电报通知买方，并以挂号函向买方提出有关政府机关或者商会所出具的证明，以证明事故的存在。由于人力不可抗拒事故致使交货延期一个月以上时，买方有权撤消合同，卖方不能取得出口许可证，不得作为不可抗力。
第十二条、延期交货及罚款：除不可抗拒原因外，如卖方不能如期交货，买方有权撤销该部分的合同，或经买方同意在卖方缴纳罚款的条件下延期交货。买方可同意给予卖方_____天的优惠期。罚款率为每_____天按货款总额的_____%。不足_____天者按_____天计算。罚款自第_____天起计算，最多不超过延期货款总额的_____%。
第十三条、仲裁：一切因执行本合同或与本合同有关的争执，应由双方通过友好方式协商解决。如经协商不能得到解决时，应提交________仲裁委员会，按照该仲裁委员会仲裁程序进行仲裁。仲裁委员会的裁决为终局裁决。对双方均有约束力，仲裁费用除仲裁委员会另有决定外，由败诉一方负担。
第十四条、本合同于______年______月______日于______国______市用______文签署，正本一式______份，买卖双方各持______份。
甲方(签字)：
签订地点：
_________年________月______日
乙方(签字)：
签订地点：
_________年________月______日
卖 方：____________________________________
地 址：____________ 邮码：____________ 电话：____________
法定代表人：____________ 职务：____________
买 方：____________________________________
地 址：____________ 邮码：____________ 电话：____________
法定代表人：____________ 职务：____________
卖方与买方在平等、互利基础上，经双方协商一致同意按下列条款履行，并严格信守。
第一条 货物名称、规格、包装等
第二条 数量、单价、总值：
卖方有权在3%以内多装或少装。
上述价格内包括给买方佣金____%按FOB价格计算。
第三条 装运期限
第四条 装运口岸
第五条 目的口岸
第六条
保险：由卖方按发票金额110%投保。
第七条
付款条件：买方应通过买卖双方同意的银行，开立以卖方为受益人的、不可撤消的、可转让和可分割的、允许分批装运和转船的信用证。该信用证凭装运单据在________国的____ 银行见单即付。该信用证必须在____前开出。信用证有效期为装船后15天在________国到期。
第八条
单据：卖方应向银行提供已装船清洁提单、发票、装箱单/重量单;如果本合同按CIF条件，应再提供可转让的保险单或保险凭证。
第九条
装运条件：1.载运船只由卖方安排，允许分批装运并允许转船。
2.卖方于货物装船后，应将合同号码、品名、数量、船只、装船日期以电报通知买方。
第十条
因执行本合同有关事项所发生的一切争执，应由双方通过友好方式协商解决。
如果不能取得协议时，则在被告国家根据被告国家仲裁机构的仲裁程序规则进行仲裁。
卖 方：____________(盖章)
代表人：____________
买 方：____________(盖章)
代表人：____________
____年__月__日订立
甲方(买方)：
住所：
联系电话：
风险提示：
签订前对合作对象的审查，有助于在签订合同的时候，在供货及付款条件上采取相应的对策，避免风险的发生。
注意，了解合作方的基本情况，保留其营业执照复印件，如果合作方是个人，应详细记录其身份证号码、家庭住址、电话。了解这些信息有利于我方更好地履行合同，同时，当出现纠纷的时候，有利于我方的诉讼和法院的执行。
乙方(卖方)：
住所：
联系电话：
买卖双方在平等、互利原则上，经充分协商一致，由买方购进，卖方出售下列货物，并按下列条款履行：
第一条、买卖标的
1、名称：
2、品种：
3、规格：
4、价格：
第二条、质量和数量的保证
卖方保证商品系全新的且符合合同规定的规格和质量的各项指标，质量保证有效期为货物到目的港后的________个月。
第三条、生产国别和制造厂商
1、生产国：
2、制造厂商：
第四条、包装
应当能达到防压坏、防潮的基本要求，或符合甲方提出的其他要求。
第五条、装运通知
卖方在装货结束后应立即用函电将合同号码、货物名称、数量、发票价格、毛重、船名和船期通知买方。由于卖方未能及时通知造成买方不能及时买保险，则一切损失均由卖方负责。
第六条、付款条件
风险提示：
应就对账方式、确认形式，以及付款时间、开具发票等事项进行约定，以防双方在实际履行过程产生分歧，甚至诉讼纠纷。
作为供方，应特别注意在销售合同中对需方货款支付时间、金额(应明确是否为含税价)进行明确约定。建议在合同中约定要求需方支付一定金额预付款或定金(不能超过合同总金额的20%)，供方才予以发货，或者在合同中约定供方收到需方支付的货款全款后发货。
买方在收到卖方关于预计装船日期及准备装船的数量的通知后，应于装运前_______天通过________银行开立以卖方为受益人的不可撤消的信用证。该信用证凭即期汇款票及本合同规定的单据在开证行付款。
第七条、单据
1、各项单据均须使用与本合同相一致的文字，以便买方审核查对。
2、填写通知目的口岸对外贸易运输公司的空白抬头、空白背书的全套已装船的清洁提单(如本合同为fob价格条件时，提单应注明“运费到付”或“运费按租船合同办理”字样。如本合同为cfr价格条件时，提单应注明“运费已付”字样)。
3、发票：注明合同号、唛头、载货船名及信用证号。如果分批装运，须注明分批号。
4、装箱单及重量单：注明合同号及唛头，并逐件列明毛重、净重和货号。
5、制造工厂的品质及数量、重量证明书。品质证明书内应列入根据合同规定的标准按货号进行化学成分、机械性能及其他各种试验的实际试验结果。数量、重量证明书应按货号列明重量。
6、按本合同规定的装运通知电报抄本。
7、按本合同规定的航行证明书(如本合同为cfr价格条件时，需要此项证明书。如本合同为fob价格条件时，则不需此项证明书)。
第八条、保险
自装船起由买方自理，但卖方应按本合同规定通知买方。如卖方未能按此办理，买方因而遭受的一切损失全由卖方负担。
第九条、检验和索赔
风险提示：
应对送货、签收、验收事项进行约定，特别是在发货人或收货人为一方当事人指定的第三人时，一定注意留存发货单、签收单等交易凭证并备注，以防另一方在结算、支付货款、发生质量问题时不承认存在前述交易。
为保障供方的合理利益，一般应在销售合同中对需方进行产品检验的时间进行限制规定，即在限定时间内如需方未提出质量问题，则视为检验合格。同时，在机械设备的销售中，同时建议约定需方在质量检验(验收)合格之前，不得使用产品，否则，视为验收合格，供方对此后的质量问题不再承担责任。
货卸目的口岸，买方有权申请_______国商品检验局进行检验。如发现货物的品质或数量、重量与合同或发票不符，除属于保险公司或船公司的责任外，买方有权在货卸目的口岸后_______天内，根据_______商品检验局出具的证明书向卖方提出索赔，因索赔所发生的一切费用(包括检验费用)均由卖方负担。fob价格条件时，买方有权同时索赔短重部分的运费。
第十条、不可抗力
由于人力不可抗拒事故，使卖方不能在合同规定期限内交货或者不能交货，卖方不负责任。但卖方必须立即以电报通知买方，并以挂号函向买方提出有关政府机关或者商会所出具的证明，以证明事故的存在。由于人力不可抗拒事故致使交货延期_______个月以上时，买方有权撤消合同，卖方不能取得出口许可证，不得作为不可抗力。
第十一条、延期交货及罚款
风险提示：
作为供方，应在合同中明确需方延期付款的违约责任，同时还应根据供货情况对需方货款的支付进程、期限等进行必要的控制，如发生需方货款迟延支付、差额支付等情况，应视情况追究其违约责任，减低风险。
另外，违约金的数额不应过高亦不宜过低，过高可能会有被仲裁机构或法院变更的风险，过低则不利于约束买受人。因此，建议交由专业律师协助处理。
除不可抗拒原因外，如卖方不能如期交货，买方有权撤销该部分的合同，或经买方同意在卖方缴纳罚款的条件下延期交货。买方可同意给予卖方_____天的优惠期。罚款率为每_____天按货款总额的_______%。不足_______天者按_______天计算。罚款自第_______天起计算，最多不超过延期货款总额的_______%。
第十二条、争议解决
一切因执行本合同或与本合同有关的争执，应由双方通过友好方式协商解决。如经协商不能得到解决时，应提交中国国际经济贸易仲裁委员会，按照该仲裁委员会仲裁程序进行仲裁。仲裁委员会的裁决为终局裁决。对双方均有约束力，仲裁费用除仲裁委员会另有决定外，由败诉一方负担。
第十三条、本合同于_______年_______月_______日于_______国_______市用_______文签署，正本一式_______份，买卖双方各持_______份。
风险提示：
对于一些常年合作的供销企业，每次供货都签订合同是件很繁琐的事情。双方可以签订一份常年销售合同，以消除前述烦恼。
但是，即使签订了常年销售合同，考虑到每次购销的产品规格、价格、数量均不相同，每次交易的具体事项是以经双方签字确认的订单为准，因此，应特别注意留存交易凭证及货款结算凭证并妥善保管。
甲方(签字)：
签订地点：
_________年________月______日
乙方(签字)：
签订地点：
_________年________月______日
_________公司(以下简称卖方)与_________公司(以下简称买方)订立合同如下：
第一条 合同标的卖方卖出、买方购入商品。
商品应符合下文第四款中所确定的清单。
该清单的附件，是本合同不可分割的.组成部分。
第二条 价格和合同总金额在清单中所载明的商品，以美元计价。
本合同总金额为_________元。
商品价格包括运抵_________的一切费用，同时包括在_________境外预付的包装、标记、装运、保险的费用。
第三条 供货期限和日期商品应在卖方银行通知保兑的、与第二条所列金额相符的有效信用证时起_________天内运往_________.
卖方有权提前供货，也有权视情况一次或几次供货。
第四条 商品品质商品品质和数量由买卖双方以书面协议确定，在本合同附件清单中载明。
清单附在本合同上(见第一条)。
第五条 包装和标记商品包装应在符合规定的标准和技术条件，保证货物在运输途中所做的必要处理过程中完好无损。
每件货物应有以下标记：
到达站名称;
卖方名称;
买方名称;
货件号;
毛重;
净重;
体积(用立方米表示)。
第六条 支付买方应在本合同签订后_________个工作日内开立以卖方为受益人、不可撤销的、可分割的、可转让的跟单信用证。
该信用证的总金额在合同第二条中载明，其有效期至少_________天。
信用证由卖方选择的、法律上承认的_________银行开立并确认。
以信用证付款凭卖方向银行提交以下单据进行：
发票一式三份;
全套买方名义下的运输单;
包装单一式三份;
本合同副本;
在_________境内的一切银行费用由买方负担，在_________境外的一切银行费用由卖方负担。
第七条 商品的交接所有商品应由检查人员进行必要的数量和品质检查。
检查人员的结论是最终结论、买卖双方不得对此有争议。
余下部分买方可以拒收和退还，买方应单独保管其拒收的商品，并对此承担责任，便于卖方、供货人和检查人员进行可能的检查。
patent license contract
（国际专利许可合同）
con tract no:
conclusion date:
conclusion place:
index
article 1 defininitions article 9 guarantees and claims
article 2 scope of the contract article 10confidentiality
article 3 price of the contract article 11infringements
article 4 conditions of payment article 12 taxes andduties
articfe 5 technical service and training article 13 forcemajeure
article 6 technical documentation article 14 arbitration
article 7 verification and acceptance article 15 app1icable law
article 8 technical improvement article 16 duration
appendixes
appendis 1 name， content of patent documents and application of the patents
appendix 2 models， specifications and technical lndices of the contract product
appendix 3 the starting date and counting methods of royalty
appendix 4 the content and method of licensor’s auditing
appendix 5 training of party a’s personnel
appendix 6 technical service or specialist send by party b
appendix 7 verification and acceptance of the contract product this contract made____
on_____________ day of____________，by and be-tween __________，organized and existing
under the laws of the people’s republic of china. with rehistered office at (hereinafter
referred to as party a) of the first part and __________，organized and existing under
the laws of ____________，with its principal office at________________.
witnessth
whereas the patent right which said in the contract os owned by party b.
whereas party b has the right and agreed to grant paryt a the rights to use，
manufac-ture and sell the contract products of the ppatented technology;
whereas party a hope to use the patented technology of party b to manufacture and sell
thecontract products;
both parties authorized representatives， through friendly negotiation， have agree
to en-ter into this contract under the ertms as stipulated below;
artide 1 definitions
for the purpose of this contract， the following terms have the following meanings;
1.1.‘patented technology’means those letters patent， and applications therefor
presently owned or hereafter acquired by party b and/or which party bhas or may have the
rigt to control or grant license thereof during the term hereof in any or all countries
of the world and which are applicable to or may be used in the manufacture of cotract
products.
1.2. ‘contract products’mians the products described in appendis2 annexed hereto，
to-gether with all improvements and modifications thereof or developments with respect
there-to.
1.3. ‘patty a’means____________. or his legal representative， agent and inhetitor to theproperty of the company.
1.4. ‘party b’ means___________，or his legal representative，agent and inheritor，
to the property of the company.
1.5. ‘the contraet factory’ means the place which party party a manufactures the
contract products. that is_______________.
1.6.‘spare p`menas replacement parts for contract products or for any part there-of.
1.7. ‘components’means those components and parts of contruct produets which par-ty
b has agreed or may from time to time agree in writing to permit party a to manufacture
1.8. ‘technical documents’meane engineering， manufacturing and originating
1.9 ‘net selling price’ menans remaining amount of invoice value of the
1.l0 ‘the date of coming into effect of the contract’means the date of raification
article2 scope of the contract
2.1. party a agrees to acquire from party b and party b agrees to transfer to party a
2.2 party b grants party a the non-exclusive right to design and manufacture
2.3 party b shall be responsible to provide party a with documents relevant to the
2.4 the contract does not cover the patented technology for the parts from other
2.5 party b shall be responsible for the training of party a’s technicl personnel
2.6 party b is obliged to send at its own expense technical personnel to party a’s
facto-ry for technical service (details as per appendix 6 to the contract).
2.7 if it is required by party a. pafrty b shall be under an obligation to provide party aat the most favourable price wity parts， accessories， raw materials， fittings，
2.8 party b grants party a the rignt to use party b’s trade mark， and use the
3.1 price of the contract shall be calculated on royalty in accordance with the
3.2 royalty under the contract shall be paid from__________ months after the the date
3.3 royalty at the rate of__________ % (___________percent ) shall be calcuated in
3.4 the report of the selling quantity， net selling amount of the contract products
3.5 the contract products sold by party a pursuant to the patent license herein granted shall be deemed to have been sold when paid for.
3.6 if the contract products are returned or allowances made thereon after the royalty
3.7 if party b demand to audit the accounts of party a，it shall notice party a within
3.4 of the contract.the speeific content and procedure of auditing accounts are
4.1 royalty stipulated in section 3 to the contract shall be effected by party a to
4.2 party b shall immediately issue the related documents ofter receiving the written
a. four copies of the statement on calculation of the royalty;
b. four copies of the commercial invoice;
c. two copies of the sight draft.
4.3 party a shall have the right to deduct from any of the above mentioned payment the ppenalties and/or compensations which party b shall pay in accordance with the
stipulations ofthe contract.
articie 5 technical service and training
5.1 technicgl service
5.1. l during the validity period of the contract， party b shall send a specialist to
5.1.2 party b shall twice send it’s specialists to party a’s factory to provlde
5.l.3 the first technical service sha1l start in the sixth month after the contrayt
5.1.4 the second technical service shall start during the verification of the
5.1.5 party b shall， for its specialists， bear their travelling expensee. partha
5.2 technical training
5.2 1 party b shall train party a’s technical personnel so as to enable them to
masterparty b’s design， performance test and technology in machining， erection and inspection of the contracted products， so that party a can use the technical documents
5.2.2 party a shall send twice its technical personnel to party b’s factory for
5.2.3 the first training shall be from the third to the fourth month after the
5.2.4 the second training shall be from the eighth to the nineth month. party a shall
sent 4 technical persons and an interpreter to party b’s factory for training for 160
working days/man (5 days per week). the training shall cover the designing， the
manufacturing technology，erection and adjustment of the contracted products.
5.2.5 party a shall bear the travelling expenses of its trainees; party b shall
provide party a’s trainees free of charge with boarding， lodging and means of
conveyance for travel- ling between the lodging place and the factory.
article 6 technical documents
6.1 party b shall， according to the delivery schedule and details stpulated in
appendix 2to the contract， deliver the documents at________________.
6.2 the date stamped by the air transportation ageney at____________，shll be taken
as the actual date of delivery paryt a shall send to party b a photostat copy of the
airconsignment note shwing the stampde date of arrival.
6.3 within twenty-four hours after the despatch of each lot of the technical documente，
party b shal1 notify party a by cable or telex of the contract number， number and date
of the air consignment note， items of the documents， number of pieces， airmail to
party a two copies of each of the air consignment note and detaikled list of the
technical documents.
6.4 if the technical documents are foumd lost， damaged or mutilated during air
trans-portation， party b shall supply party a free of charge with a second lot of
documents within thechortest possible time but not later than thirty days after it has
received from party a the writtennotice. within sixty days after party a has received
the documents from party b，if party a does not declare the shortage and request to
cover the same， it is considered asa-cepted.
6.5 the technical documents shall be in english and based on metric system of
measure-ments.
article 7 verification and acceptance
7.1 the verification test on the first samplemachine of the contracted product shall be carried out by the joint group consisting of party a’s and party b’s representatives
accordingto the schedule and contents stipulated in appendix 7 to the contract. lf the
performance of the contracted product is in conformity with the technical specifications
stipulated in ap-pendix 1， such testshall be considersd as qualified and the
representatives of both parties shll sign the inspection and testing certificate for the
proper performance of the contracted product in quadruplicate， 2copies for each party.
7.2 if the verification test demonstrates that the performance of the contracted
prod-uct isnot in conformity with prescribed technical specifications， both parties
shall， throughamicable negotiations，make a joint study of and analyse the cause and
take measures to e-liminate the defects and carry out asecond test. when the second test
demonstuates tha the performance is qualified， both parties shall sign a testing
certificate for the proper perfot- mance
7.3 if party b is responsible for the failure of the first test， party b shall send
at ist own expense technical ersonnel for the second test.
7.4 if the second test fails again and the failure is attributed to party b， party b
shallindemnify party a for any losses sustained and shall take effective measures to
eliminate thedefects and carry out a third test.
7.5 if the third test again fails， and if party b is responsible for the failure，
party a has the right to terminate the contract at its discretion and lodge claims as stipulated ih article9.if the responsibility for the failure lies with party a， the two
parties shall negotiate as tohow to further implement the contract.
article 8 technical improvements
8.1 if the technical documents provided by party b are not applicable to party a’s
actualproduction condidions (such as design standards， raw materials， purchased parts
for the ma-chine， production facilitie)， party b is obliged to assist party a in
modifying the technicaldocuments and confirm the same. upon the condition that the
properties of the contracted products are not affected， raw materials， fittings and
equipmint of chinese origin may be used.
8.2 during the currency of the contract. if eithet of the two parties effets improve-
ments on or developments of the products within the xcope stipulated in the contract，
thd said party shall submit， free of charge， to the other party the technological
information con-cernign such improvements or developments.
8.3 the ownership of such improvements on or developments of the ontracted product
shall belong to the party who has effected such improvements or develpments. the othe
paryt shall not apply for patent ortransfer the same to any third arty.
article 9 guarantees and claims
9.1 party b guarantees that the technical documents to be supplied by party b are the
latest technical information which has been put into practical use by party b. party b
also undertakesto supply to party a in time the technical information relevant to any develop-ment of or improvement on the contracted product.
9.2 party b guarantees that the technical documents to be supplied by party b are
com-plete，correct，legible and are to be despatched in time.
9.3 if the documents suppied by party b are not in conformity with the stipulation
in article 6， party b shall， within the shortext possible time but not later than 3o
days after re-ceipt of party a’s written notice， despatch free of charge to party a
the missing or the cor- rcet and legible technical socuments.
9.4 if party b fails to despatch the said documents within the stipulated period as
per appendix 2 party b shall pay penalty to party a in the following proportions:
(a)...percent of the total contract price for delay from 1 to 4 weeks.
(b)...percent of the total contract price for delay form 5 to 8 weeks.
(c)...percent of the total contract price for delay exceeding weeks;
9.5 the payment of penalties by party b to party a as stipulated in article 9 shll
not releve party b of its obligation to deliver the said documents.
9.6 whenever the delay in delivering the said documents exceeds 6 months， party a
shall be entitled to terminate the contract at its discretion and party b shall be
obliged to re- fund party a all its payments together with the corresponding ingerest
at the rate of... per-cent per annum.
9.7 if the verification tests fail with the responsibility lying with party b and if，as theresult，party a cannot start normal production with the contract having to be
terminated， party b shall erfund all the payments previously made by party a to party b
together with the interest at the rate of... percent per annum.
9.8 if only some aspects of the properties of the product are not up to the standards
asstipulated in the contract and the responsibility lies with party b， party b shall
10. 1 all drawings， designs， specifications and all other technical information
10.2 ln case any part (s) or all of the above-mentioned technical information have
10.3 after the termination of the contract， party a shall have the rigbt to use
manufacture，use，and export contract products.
11.1 party b guarantees that it is the legitimate owner of the patent to the
patent to party a. of accusation of infringing the rights of a third party occurs，
economicresponsibilities trising therefrom
11.2 a complete list of party b’s patents and patent applications relevant to
12.1 ail taxes， customs duties and other excises arising in connection with the
12.2 in the execution of the contract， any income made by party b within the
13.1 if either of the contracting parties is prevented from executing the contract by forcer majeure events such as war， serious flood， fire， typhoon and earthquake，
13.2 the involred party shall notify the other party by telex or cable within the
13.3 should the force majeure event last more than one hundred and twenty(120)con-
14.1 all disputes arisint from the execution of or in connection with the cotract
can be reached through consultations， then the disputes shall be submitted to
14.2 the arbitration shall take place in stockholm， sweden， and be conducted by
14.3 the arbitration award shall be final and binding upon both parties.
l4.4 the arbitiation fee shall be borne by the losing party.
l4.5 if the arbitration involves only a part of the contract， then in the course of arbitra-tion， the execution of the contract shall be continued except the part which is
article 15 applicable law
articl l6 duration
16.1 the contrant os signed on may 8， 1993， by authorized represenatives of botb
both partfies shallexert their best efforts to obtain the approval within sixty (60)
16.2 tbe contract shall be valid for ten (10) years beginning from the date of its
validity period of the contract.
16.3 the termination of this contract shall not affect in any way the outstanding
party a :_________________ party b:___________________
by_______________ by__________________
patent license contract
（国际专利许可合同）
con tract no:
conclusion date:
conclusion place:
index
article 1 defininitions article 9 guarantees and claims
article 2 scope of the contract article 10confidentiality
article 3 price of the contract article 11infringements
article 4 conditions of payment article 12 taxes andduties
articfe 5 technical service and training article 13 forcemajeure
article 6 technical documentation article 14 arbitration
article 7 verification and acceptance article 15 app1icable law
article 8 technical improvement article 16 duration
appendixes
appendis 1 name， content of patent documents and application of the patents
appendix 2 models， specifications and technical lndices of the contract product
appendix 3 the starting date and counting methods of royalty
appendix 4 the content and method of licensor’s auditing
appendix 5 training of party a’s personnel
appendix 6 technical service or specialist send by party b
appendix 7 verification and acceptance of the contract product this contract made____
on_____________ day of____________，by and be-tween __________，organized and existing
under the laws of the people’s republic of china. with rehistered office at (hereinafter
referred to as party a) of the first part and __________，organized and existing under
the laws of ____________，with its principal office at________________.
witnessth
whereas the patent right which said in the contract os owned by party b.
whereas party b has the right and agreed to grant paryt a the rights to use，
manufac-ture and sell the contract products of the ppatented technology;
whereas party a hope to use the patented technology of party b to manufacture and sell
thecontract products;
both parties authorized representatives， through friendly negotiation， have agree
to en-ter into this contract under the ertms as stipulated below;
artide 1 definitions
for the purpose of this contract， the following terms have the following meanings;
1.1.‘patented technology’means those letters patent， and applications therefor
presently owned or hereafter acquired by party b and/or which party bhas or may have the
rigt to control or grant license thereof during the term hereof in any or all countries
of the world and which are applicable to or may be used in the manufacture of cotract
products.
1.2. ‘contract products’mians the products described in appendis2 annexed hereto，
to-gether with all improvements and modifications thereof or developments with respect
there-to.
1.3. ‘patty a’means____________. or his legal representative， agent and inhetitor to theproperty of the company.
1.4. ‘party b’ means___________，or his legal representative，agent and inheritor，
to the property of the company.
1.5. ‘the contraet factory’ means the place which party party a manufactures the
contract products. that is_______________.
1.6.‘spare p`menas replacement parts for contract products or for any part there-of.
1.7. ‘components’means those components and parts of contruct produets which par-ty
b has agreed or may from time to time agree in writing to permit party a to manufacture or sell.
1.8. ‘technical documents’meane engineering， manufacturing and originating inforna-tion relatiog to the manufacture and servicing of contract products， including drawings， blueprints，design sheets， material specifications， photographs， photostats and general da-ta， and designs and pecifications relating to manufacturing contract producdts， tools and fix-tures， but includes，however， only such information as is available to party b and applicable to the operations of party a under this contract which detaile as per appendis 1 to the con-tract.
1.9 ‘net selling price’ menans remaining amount of invoice value of the contractprod-ucts， after deduction of packahing， installation and freight charges， trade and discount，commission，insurance and taxes and duties. if any， directly applicable to the prdduct.
1.l0 ‘the date of coming into effect of the contract’means the date of raification ofthe contract by the managing constructure of the parties or by the competent authorities ofboth parties， whichever comes later.
article2 scope of the contract
2.1. party a agrees to acquire from party b and party b agrees to transfer to party a the patented technology for contract products. such patented technology shall be in exact accordance with the technologyof party b’s latest products.
2.2 party b grants party a the non-exclusive right to design and manufacture contractproducts in china and to markdt the said products in china and abroad.
2.3 party b shall be responsible to provide party a with documents relevant to the saidpaptents and with special fittings of the samplemachine their concrete details and schedule ofdelivary being set out in appendix 2 to the contract.
2.4 the contract does not cover the patented technology for the parts from other coun-tres. but party b shall provide party a with the specimens and the tecincal specifications and the name of the manufacturers of the parts.
2.5 party b shall be responsible for the training of party a’s technicl personnel in party b’s relevant facilities and also do its best to enable party a’s technical personnel to masterthe patented technplogy of the aforesaid contract product (details asper appendix 5 to the contract).
2.6 party b is obliged to send at its own expense technical personnel to party a’s
facto-ry for technical service (details as per appendix 6 to the contract).
2.7 if it is required by party a. pafrty b shall be under an obligation to provide party aat the most favourable price wity parts， accessories， raw materials， fittings，etc. for con-trade mark the two parties.
2.8 party b grants party a the rignt to use party b’s trade mark， and use the combinedtrade，mark of both parties or mark the wouding ’production according to licensor’s licence’on the contract produets.article 3 price of the contract
3.1 price of the contract shall be calculated on royalty in accordance with the content and scope sipulated in artice 2 to the contract and shall be paid in___________.
3.2 royalty under the contract shall be paid from__________ months after the the date ofcoming into effect of the contract in terms of calendar year. the date of settling accountsshallbe 31，december of each year.
3.3 royalty at the rate of__________ % (___________percent ) shall be calcuated in terms ofnet selling price after the contract products are sold in this year，the contract products which not sold shall not be included.
3.4 the report of the selling quantity， net selling amount of the contract products androyalty which should be paid in last year shall be submitted to party b in written form by party a within 10 (ten) days after the date of settling accounts to royalty. the specific methods which calculatenet selling amountand royalty are detailed in appendix 3 to the contract.
3.5 the contract products sold by party a pursuant to the patent license herein granted shall be deemed to have been sold when paid for.
3.6 if the contract products are returned or allowances made thereon after the royalty thereon has been paid party a shall be entitled to take ppropriate erdit for such overpay-mentagainst royalties thereafter accruing.
3.7 if party b demand to audit the accounts of party a，it shall notice party a within l0(ten) days after receiving the written notice of party a in accordance with article
3.4 of the contract.the speeific content and procedure of auditing accounts are detailed in appendix 4 tothe contract. article 4 couditions of payment
4.1 royalty stipulated in section 3 to the contract shall be effected by party a to arty bthrough the bank____________(here it is the business bank of party a， and the bank_________(here it is the busines bank of party b)， payrnent shall be settled in________.
4.2 party b shall immediately issue the related documents ofter receiving the written notieesubmitted by party a in accordance with artiele 3.4 of the contract， the royalty shall be paid by party a to party b within 30(thirty) days after party a has received the fol-lowing documents whichare provided by party b and found them in confoumity with the stipulations of thcontract.
a. four copies of the statement on calculation of the royalty;
b. four copies of the commercial invoice;
c. two copies of the sight draft.
4.3 party a shall have the right to deduct from any of the above mentioned payment the ppenalties and/or compensations which party b shall pay in accordance with the
stipulations ofthe contract.
articie 5 technical service and training
5.1 technicgl service
5.1. l during the validity period of the contract， party b shall send a specialist to partya`s factory to explain the drawings and technical documents and to provide teehnical servise indesigning.manufacturing， adjustment，inspection and maintenance of the contracted pro-duet so to eheble party a to use， as fast as possible， home materials and raw components without affeeting the properties of the products so manufactured.
5.1.2 party b shall twice send it’s specialists to party a’s factory to provlde technicalservice for a total of 30 working days man.
5.l.3 the first technical service sha1l start in the sixth month after the contrayt comesinto effect. party b shall send a specialist to party a’s factory to provide technical service for 12 working days/man.
5.1.4 the second technical service shall start during the verification of the cortractedproduets.parth b shall send a specialist to party a’s factory to provid technical servicefor18 working days/man.
5.1.5 party b shall， for its specialists， bear their travelling expensee. partha shall be responsible for boarding and lodging and affording the means of conveyance from the lodgingplace to the factoty.
5.2 technical training
5.2 1 party b shall train party a’s technical personnel so as to enable them to
masterparty b’s design， performance test and technology in machining， erection and inspection of the contracted products， so that party a can use the technical documents and know-how supplied by party b toproducethe same products in the contract factory. party b shall do its best to arrange for party a’s personnel to visit the majorusers and the manufacturing process of the components from other countries of the contracted products.
5.2.2 party a shall send twice its technical personnel to party b’s factory for training， andthe total number of the participants shall not exceed 320 days/man (excluding the inter-preter).
5.2.3 the first training shall be from the third to the fourth month after the contract comes into effect. there shall be 4 technical persons and an interpreterto be sent to party b for training for 16o working days/man (5 days week). the training shall cover the design of the contracted products and manufacturing technology.
5.2.4 the second training shall be from the eighth to the nineth month. party a shall
sent 4 technical persons and an interpreter to party b’s factory for training for 160
working days/man (5 days per week). the training shall cover the designing， the
manufacturing technology，erection and adjustment of the contracted products.
5.2.5 party a shall bear the travelling expenses of its trainees; party b shall
provide party a’s trainees free of charge with boarding， lodging and means of
conveyance for travel- ling between the lodging place and the factory.
article 6 technical documents
6.1 party b shall， according to the delivery schedule and details stpulated in
appendix 2to the contract， deliver the documents at________________.
6.2 the date stamped by the air transportation ageney at____________，shll be taken
as the actual date of delivery paryt a shall send to party b a photostat copy of the
airconsignment note shwing the stampde date of arrival.
6.3 within twenty-four hours after the despatch of each lot of the technical documente，
party b shal1 notify party a by cable or telex of the contract number， number and date
of the air consignment note， items of the documents， number of pieces， airmail to
party a two copies of each of the air consignment note and detaikled list of the
technical documents.
6.4 if the technical documents are foumd lost， damaged or mutilated during air
trans-portation， party b shall supply party a free of charge with a second lot of
documents within thechortest possible time but not later than thirty days after it has
received from party a the writtennotice. within sixty days after party a has received
the documents from party b，if party a does not declare the shortage and request to
cover the same， it is considered asa-cepted.
6.5 the technical documents shall be in english and based on metric system of
measure-ments.
article 7 verification and acceptance
7.1 the verification test on the first samplemachine of the contracted product shall be carried out by the joint group consisting of party a’s and party b’s representatives
accordingto the schedule and contents stipulated in appendix 7 to the contract. lf the
performance of the contracted product is in conformity with the technical specifications
stipulated in ap-pendix 1， such testshall be considersd as qualified and the
representatives of both parties shll sign the inspection and testing certificate for the
proper performance of the contracted product in quadruplicate， 2copies for each party.
7.2 if the verification test demonstrates that the performance of the contracted
prod-uct isnot in conformity with prescribed technical specifications， both parties
shall， throughamicable negotiations，make a joint study of and analyse the cause and
take measures to e-liminate the defects and carry out asecond test. when the second test
demonstuates tha the performance is qualified， both parties shall sign a testing
certificate for the proper perfot- mance
7.3 if party b is responsible for the failure of the first test， party b shall send
at ist own expense technical ersonnel for the second test.
7.4 if the second test fails again and the failure is attributed to party b， party b
shallindemnify party a for any losses sustained and shall take effective measures to
eliminate thedefects and carry out a third test.
7.5 if the third test again fails， and if party b is responsible for the failure，
party a has the right to terminate the contract at its discretion and lodge claims as stipulated ih article9.if the responsibility for the failure lies with party a， the two
parties shall negotiate as tohow to further implement the contract.
article 8 technical improvements
8.1 if the technical documents provided by party b are not applicable to party a’s
actualproduction condidions (such as design standards， raw materials， purchased parts
for the ma-chine， production facilitie)， party b is obliged to assist party a in
modifying the technicaldocuments and confirm the same. upon the condition that the
properties of the contracted products are not affected， raw materials， fittings and
equipmint of chinese origin may be used.
8.2 during the currency of the contract. if eithet of the two parties effets improve-
ments on or developments of the products within the xcope stipulated in the contract，
thd said party shall submit， free of charge， to the other party the technological
information con-cernign such improvements or developments.
8.3 the ownership of such improvements on or developments of the ontracted product
shall belong to the party who has effected such improvements or develpments. the othe
paryt shall not apply for patent ortransfer the same to any third arty.
article 9 guarantees and claims
9.1 party b guarantees that the technical documents to be supplied by party b are the
latest technical information which has been put into practical use by party b. party b
also undertakesto supply to party a in time the technical information relevant to any develop-ment of or improvement on the contracted product.
9.2 party b guarantees that the technical documents to be supplied by party b are
com-plete，correct，legible and are to be despatched in time.
9.3 if the documents suppied by party b are not in conformity with the stipulation
in article 6， party b shall， within the shortext possible time but not later than 3o
days after re-ceipt of party a’s written notice， despatch free of charge to party a
the missing or the cor- rcet and legible technical socuments.
9.4 if party b fails to despatch the said documents within the stipulated period as
per appendix 2 party b shall pay penalty to party a in the following proportions:
(a)...percent of the total contract price for delay from 1 to 4 weeks.
(b)...percent of the total contract price for delay form 5 to 8 weeks.
(c)...percent of the total contract price for delay exceeding weeks;
9.5 the payment of penalties by party b to party a as stipulated in article 9 shll
not releve party b of its obligation to deliver the said documents.
9.6 whenever the delay in delivering the said documents exceeds 6 months， party a
shall be entitled to terminate the contract at its discretion and party b shall be
obliged to re- fund party a all its payments together with the corresponding ingerest
at the rate of... per-cent per annum.
9.7 if the verification tests fail with the responsibility lying with party b and if，as theresult，party a cannot start normal production with the contract having to be
terminated， party b shall erfund all the payments previously made by party a to party b
together with the interest at the rate of... percent per annum.
9.8 if only some aspects of the properties of the product are not up to the standards
asstipulated in the contract and the responsibility lies with party b， party b shall compensate party a with ... percent of the total contract price according to concredt circumstances. ifthe responsibility lies with party a， party a shall pay the total
contract price in accordancewith the stipulations.
article 10 confidentiality
10. 1 all drawings， designs， specifications and all other technical information made available under this contract by party b shall be kept strictly confidential by party a who.shall not sell， transfer or divulge it in any manner to anyone except those of its own employ-ees who will be using it in the manufacture of the products， without prior written consent ofparty b. party a may. however，supply such technical information to its subcontractor to the extent necessary for such subcontractor to manufacture parts of contract products，pro-vidingthat party a shall have such subcontractor agree， in writing， to hold suchnical information strictly in confidence.
10.2 ln case any part (s) or all of the above-mentioned technical information have been madepublic by party b or any third party. party a shall be thus released form the responsi-bilityfor keeping secret the part(s) or all of the technology already published.
10.3 after the termination of the contract， party a shall have the rigbt to use theatents supplide by b， i. e. paryt a shall still have the right to design，
manufacture，use，and export contract products.article 11 infringement
11.1 party b guarantees that it is the legitimate owner of the patent to the stipulations of the contract， and that it is lawfully in a position to transfer the
patent to party a. of accusation of infringing the rights of a third party occurs，party b shall be responsible for the matter and fully the legal and
economicresponsibilities trising therefrom
11.2 a complete list of party b’s patents and patent applications relevant to contrarct product are specified in appendixl to the contract. within one month after the contract has comeinto force party b shall despatch to party a two photostat copies of the letters patentsand patent application(s).article l2 taxes and duties
12.1 ail taxes， customs duties and other excises arising in connection with the perfor-mance of the contract outside the territory of party a’s country shall be borne by partyb.
12.2 in the execution of the contract， any income made by party b within the territory of china shall be subject to taxation according to the tax laws of the people`s republic of china. article l3 force majeure
13.1 if either of the contracting parties is prevented from executing the contract by forcer majeure events such as war， serious flood， fire， typhoon and earthquake，or other events agreed upon between both parties， the term for the execution of the contract may be extenede by a period equal to that affected by the event(s).
13.2 the involred party shall notify the other party by telex or cable within the shortest possible time of the occurrence of the force majeure event and within l4 days thereaftersend by registered airmail to the other party a certificate issued by the relevant competent authori- ties for confirmation by theother party.
13.3 should the force majeure event last more than one hundred and twenty(120)con- secutive days，both， parties shall settle the question of further exccution of the contract through friendly negotiations as soonas possible. article l4 arbitration
14.1 all disputes arisint from the execution of or in connection with the cotract shallbesettled through fricndly consultations between both parties. in case no settlement
can be reached through consultations， then the disputes shall be submitted to arbitration.
14.2 the arbitration shall take place in stockholm， sweden， and be conducted by thearbitration tribunal of thestockholm chamber of commerce in accordance with the statutes of the said tribunal.
14.3 the arbitration award shall be final and binding upon both parties.
l4.4 the arbitiation fee shall be borne by the losing party.
l4.5 if the arbitration involves only a part of the contract， then in the course of arbitra-tion， the execution of the contract shall be continued except the part which is under arbit ra-tion.
article 15 applicable law this contract shall be governed by the laws if the people’s republic of china as tothe interpretation and performance of the contract.
articl l6 duration
16.1 the contrant os signed on may 8， 1993， by authorized represenatives of botb par-ties.after the contract has been signed， the two parties shall apply to their respective the managing onstructure of the parties or government authorities for apprval. the date of ap-proval last obtained shall be taken as the date of effectiveness of the contract.
both partfies shallexert their best efforts to obtain the approval within sixty (60) says and inform the oth-er party by telex and thereafter confirm the same by letter. if the contract can not come into affect within six (6) months after the date of signing， both parties are entitlid to consider themselves absolved from the contract.
16.2 tbe contract shall be valid for ten (10) years beginning from the date of its be-comingeffective， and shall become null and void automatically upon the expiry of the
validity period of the contract.
16.3 the termination of this contract shall not affect in any way the outstanding claims and the liabilities existing between the two parties upon the expiry of the validity of the contractand the debtor shall be kept liable until he fully pays up his debts to the creditor. the contract is made out in chinese and in englsh. in case of doubt as to theinterpreta-tion of any provisions gerof， the chinese version shall be controlling.
party a :_________________ party b:___________________
by_______________ by__________________
银行借款合同英文版
应届毕业生合同范本频道推荐份英文版的银行借款合同
─ ─ ─ ─ ┌ ─ ─ ─ ─ ─ ─ ┬ ┬ ─ ─ ─ ─ ─ ┬ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ┐
│ borrowing unit (household) │ │ address │ │
─ ─ ─ ─ ├ ─ ─ ─ ─ ─ ─ ┼ ┴ ─ ─ ─ ─ ┼ ─ ─ ─ ─ ┬ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ┤
│ borrowing purpose │ │ you borrow-and that is per month % │ │ interest rates
─ ─ ─ ─ ├ ─ ─ ─ ─ ─ ─ ─ ┴ ─ ─ ─ ─ ┼ ┬ ┼ ─ ─ ─ ┬ ┬ ┬ ─ ─ ─ ┬ ┬ ┬ ┬ ─ ┤
│ │ thousand │ the │ ten │ │ all │ the ten thousands │ │ yuan │ Angle │ │ points
│ borrowing amount (capital) ├ ─ ─ ─ ─ ┼ ┼ ┼ ─ ─ ─ ┼ ┼ ┼ ─ ─ ─ ┼ ┼ ┼ ┤
│ │ │ │ │ │ │ │ │ │ │ │
│ │ │ │ │ │ │ │ │ │ │ │
─ ─ ─ ─ ├ ─ ─ ─ ─ ─ ┬ ─ ─ ─ ─ ┬ ┴ ┴ ─ ─ ─ ┼ ┴ ┴ ─ ─ ─ ┴ ┴ ┴ ┴ ─ ─ ┴ ┤
│ borrowing date in May │ │ due date on th │ │ years
─ ─ ─ ─ ├ ─ ─ ─ ─ ┴ ┬ ─ ─ ─ ─ ─ ┴ ─ ─ ─ ─ ─ ┴ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ┤
│ repayment plan │ reimbursement situation │ registration
├ ─ ─ ─ ─ ┬ ┬ ┬ ─ ─ ─ ─ ┼ ┬ ┬ ─ ─ ─ ┬ ─ ─ ─ ─ ┬ ─ ─ ─ ─ ┬ ─ ─ ─ ─ ┬ ┤
│ years on │ th │ │ │ years on │ │ amount, principal amount │ │ also interest amount │ “owe the principal │ │ orgnaization of member
├ ─ ─ ─ ─ ┼ ┼ ┼ ─ ─ ─ ─ ┼ ┼ ┼ ─ ─ ─ ┼ ─ ─ ─ ─ ┼ ─ ─ ─ ─ ┼ ─ ─ ─ ─ ┼ ┤
│ │ │ │ │ │ │ │ │ │ │ │
├ ─ ─ ─ ─ ┼ ┼ ┼ ─ ─ ─ ─ ┼ ┼ ┼ ─ ─ ─ ┼ ─ ─ ─ ─ ┼ ─ ─ ─ ─ ┼ ─ ─ ─ ─ ┼ ┤
│ │ │ │ │ │ │ │ │ │ │ │
├ ─ ─ ─ ─ ┼ ┼ ┼ ─ ─ ─ ─ ┼ ┼ ┼ ─ ─ ─ ┼ ─ ─ ─ ─ ┼ ─ ─ ─ ─ ┼ ─ ─ ─ ─ ┼ ┤
│ │ │ │ │ │ │ │ │ │ │ │
└ ─ ─ ─ ─ ┴ ┴ ┴ ─ ─ ─ ─ ┴ ┴ ┴ ─ ─ ─ ┴ ─ ─ ─ ─ ┴ ─ ─ ─ ─ ┴ ─ ─ ─ ─ ┴ ┘
Borrowers agree to abide by the following terms:
1. The above borrowing, ensure use according to the above, and without approval of the lenders, not be diverted to any other purposes. As to how to move the loan USES, lenders have the right to give extra __ % take back the land in advance, such as loan default credit sanctions.
2. The above borrowing, ensure back on schedule. If return on schedule has difficulties, due in three days before the party to apply for loan extension procedures; If not approved extension or not to apply for extension procedures, from the date of expiration, the lenders charge interest according to regulations.
3. The above borrowing, in late after a month still don't return, lenders from borrowers have the right to deduct the deposit account, or through legal procedures.
Borrow money borrow money party party
- - - - - - -
Borrowing unit (people) seal loan unit seal
To address ShenPiRen seal
Bank and account number
Borrowers agent for the loan officer seal seal
出租人(下称甲方)
承租人(下称乙方)
身份证号：
联系电话：
乙方为合法住宿之需要，就租用甲方房屋事宜，双方经充分协商，达成如下一致合同条款。
一、租赁物及用途
甲方愿意将拥有完整所有权及处分权的坐落于____________________面积约为______平方米的房屋租赁给乙方使用。乙方愿意承租上述房屋，保证在约定范围内使用房屋，并不得进行违法活动及超经营范围从事活动。
二、租赁期间
乙方租赁甲方房屋的期限为 ，自_____ 年_____月_____日起至_____ 年_____ 月_____日止。
三、租赁费用及给付
乙方租用甲方房屋的月租金为______元/月，采取先付租金后使用的原则，按______月缴纳。下一次租金需提前______天内交纳。
乙方所用水、电、煤气、物管、清洁等相关生活费用由乙方自行承担，并按时缴纳，逾期造成停水停电的，由乙方承担全部责任。采暖费由______方承担。
四、乙方对房屋进行任何装修或增设他物可能影响甲方房屋结构或安全的，应事先征得甲方的书面同意，并不得破坏房屋结构。
五、乙方不得利用承租房屋进行违规经营或违法活动，损害公共利益。
六、未尽事宜，甲、乙双方协商解决。
七、本合同书经双方签字或盖章后生效。
八、本合同书一式二份，双方各执一份。
甲 方(签字) ： 联系电话：
身份证号码：
乙 方(签字) 联系电话：
年 月 日租赁合同范本简单(二)
甲方(出租方)：_________身份证号码：_________
乙方(承租方)：_________身份证号码：_________
现经甲乙双方充分了解、协商，一致达成如下租房合同：
一、房屋的坐落、面积、装修及设施、设备：
二、租赁期限：_________，即年月日至年月日。
三、租金及交纳时间：每月元，乙方应每月付一次，先付后住。第一次乙方应于甲方将房屋交付同时，将房租付给甲方;第二次及以后付租金，乙方应提前一个月付清。
四、租房押金：乙方应于签约同时付给甲方押金元，到期结算，多余归还。
五、租赁期间的其他约定事项：
1、甲乙双方应提供真实有效的房产证、身份证等证件。
2、甲方提供完好的房屋、设施、设备，乙方应注意爱护，不得破坏房屋装修、结构及设施、设备，否则应按价赔偿。如使用中有非人为损坏，应由甲方修理。
3、水、电、煤气、电话、网络、有线电视等的使用费及物业、电梯、卫生费等所有费用都由乙方支付。入住日抄见：水度，电度，煤气度。所有费用乙方应按时付清。
4、房屋只限乙方使用，乙方不得私自转租、改变使用性质或供非法用途。租下本房后，乙方应立即办好租赁登记、暂住人口登记等手续。若发生非法事件，乙方自负后果。在租赁期限内，甲方确需提前收回房屋时，应当事先商得乙方同意，给乙方造成损失的，应当予以赔偿。
5、合同一经签订，双方都不得提前解除。租赁期内，如遇不可抗力因素导致无法继续履行本合同的，本合同自然终止，双方互不承担违约责任。
6、甲乙双方约定，乙方如需开具房租发票，因此产生的税费由乙方支付。
7、此合同未尽事宜，双方可协商解决，并作出补充条款，补充条款与本合同有同等效力。双方如果出现纠纷，先友好协商，协商不成的，由人民法院裁定。
8、本合同经签字(盖章)生效。
9、其他约定事项：
六、违约责任：
甲乙双方中任一方有违约情况发生的，违约方应向守约方支付违约金，违约金为元，损失超过违约金时，须另行追加赔偿。
七、本合同一式两份，甲乙两方各执一份，具有同等 法律效力。
甲方(签字)：__________________乙方(签字)：____________________
联系电话：____________________联系电话：______________________
甲方（承租方）：
乙方（出租方）：
甲方因为工程施工的需要，租赁乙方一辆。车号：负责此段面人员接送，及其它临时工作。为加强安全施工的管理，确保工程安全施工的落实，特签订本合同，条款如下：
一、甲方的责任和义务
1、加强乙方驾驶员安全操作教育，督促乙方做好安全驾驶。
2、甲方负责解决乙方驾驶员的食宿问题。
二、乙方的责任和义务
1、乙方要随时配合甲方施工管理人员的工作。
2、乙方定期保养维护机械，不得耽误甲方日常工作。
3、在安排过程中，乙方若不服从甲方调配，甲方有权无条件解除聘用合同。
三、租赁期限及租金
自*年*月*日至工程结束止。机械租赁费*每月。
四、机械燃油、维修与税金
燃油由甲方负责供应。机械维修与保养均由乙方自行负责解决。税金由乙方支付。
五、安全管理
在工作中，如由乙方失误造成的事故损失由乙方自负。由甲方安排指挥失误造成的损失甲方负责。
本合同一式二份，甲乙双方各执一份，本合同自签定之日起至工程竣工止生效。
甲方（承租方）： 乙方（出租方）：
年月日 年月日
买方：__________________________
The Buyer:________________________
地址： __________________________
Address: _________________________
电话(Tel):___________ 传真(Fax):__________
电子邮箱(E-mail):______________________
卖方：___________________________
The Seller:_________________________
地址：___________________________
Address: __________________________
电话(Tel):_________ 传真(Fax):___________
电子邮箱(E-mail):______________________
买卖双方同意按照下列条款签订本合同：
The Seller and the Buyer agree to conclude this Contract subject to the terms and conditions stated below:
1. 货物名称、规格和质量(Name, Specifications and Quality of Commodity)：
2. 数量(Quantity)：
允许____的溢短装(___% more or less allowed)
3. 单价(Unit Price)：
4. 总值(Total Amount)：
5. 交货条件(Terms of Delivery) FOB/CFR/CIF_______
6. 原产地国与制造商 (Country of Origin and Manufacturers):
7. 包装及标准(Packing)：
货物应具有防潮、防锈蚀、防震并适合于远洋运输的包装，由于货物包装不良而造成的货物残损、灭失应由卖方负责。卖方应在每个包装箱上用不褪色的颜色标明尺码、包装箱号码、毛重、净重及“此端向上”、“防潮”、“小心轻放”等标记。
The packing of the goods shall be preventive from dampness, rust, moisture, erosion and shock, and shall be suitable for ocean transportation/ multiple transportation. The Seller shall be liable for any damage and loss of the goods attributable to the inadequate or improper packing. The measurement, gross weight, net weight and the cautions such as ”Do not stack up side down“, ”Keep away from moisture“, ”Handle with care“ shall be stenciled on the surface of each package with fadeless pigment.
8. 唛头(Shipping Marks)：
9. 装运期限(Time of Shipment)：
10. 装运口岸(Port of Loading)：
11. 目的口岸(Port of Destination)：
12. 保险(Insurance)：
由____按发票金额110%投保_____险和_____附加险。
Insurance shall be covered by the ________ for 110% of the invoice value against _______ Risks and __________ Additional Risks.
13. 付款条件(Terms of Payment)：
(1) 信用证方式：买方应在装运期前/合同生效后__日，开出以卖方为受益人的不可撤销的议付信用证，信用证在装船完毕后__日内到期，
Letter of Credit: The Buyer shall, ______ days prior to the time of shipment /after this Contract comes into effect, open an irrevocable Letter of Credit in favor of the Seller. The Letter of Credit shall expire ____ days after the completion of loading of the shipment as stipulated.
(2) 付款交单：货物发运后，卖方出具以买方为付款人的`付款跟单汇票，按即期付款交单(D/P)方式，通过卖方银行及_____银行向买方转交单证，换取货物。
Documents against payment: After shipment, the Seller shall draw a sight bill of exchange on the Buyer and deliver the documents through Sellers bank and ______ Bank to the Buyer against payment, i.e D/P. The Buyer shall effect the payment immediately upon the first presentation of the bill(s) of exchange.
(3) 承兑交单：货物发运后，卖方出具以买方为付款人的付款跟单汇票，付款期限为____后__日，按即期承兑交单(D/A__日)方式，通过卖方银行及______银行，经买方承兑后，向买方转交单证，买方在汇票期限到期时支付货款。
Documents against Acceptance: After shipment, the Seller shall draw a sight bill of exchange, payable_____ days after the Buyers delivers the document through Seller’s bank and _________Bank to the Buyer against acceptance (D/A ___ days). The Buyer shall make the payment on date of the bill of exchange.
(4) 货到付款：买方在收到货物后__天内将全部货款支付卖方(不适用于FOB、CRF、CIF术语)。
Cash on delivery (COD): The Buyer shall pay to the Seller total amount within ______ days after the receipt of the goods (This clause is not applied to the Terms of FOB, CFR, CIF).
14. 单据(Documents Required)：
卖方应将下列单据提交银行议付/托收：
The Seller shall present the following documents required to the bank for negotiation/collection:
(1) 标明通知收货人/受货代理人的全套清洁的、已装船的、空白抬头、空白背书并注明运费已付/到付的海运/联运/陆运提单。
Full set of clean on board Ocean/Combined Transportation/Land Bills of Lading and blank endorsed marked freight prepaid/ to collect;
(2) 标有合同编号、信用证号(信用证支付条件下)及装运唛头的商业发票一式__份;
Signed commercial invoice in ______copies indicating Contract No., L/C No. (Terms of L/C) and shipping marks;
the contract for sino-foreign cooperative joint venturechapter 1 general provisions
in accordance with the law of the people’’s republic of china on chinese-foreign cooperative joint ventures and other relevant chinese laws andregulations, _______________company and _________company, in accordancewith the principle of equality and mutual benefit and through friendlyconsultations, agree to jointly set up a cooperative venture in _______the people’’s republic of china.
chapter 2 parties of the cooperative venturearticle
1 parties to this contract are as follows: _________company (hereinafterreferred to as party a), registered with ______in china, and its legaladdress is at____________(street)_______(district)_____________(city)_____________china. legal representative: name: position: nationality: ___________company (hereinafter referred to as party b), registeredwith_______. its legal address at___________. legal representative: name: position: nationality: (note: in case there are more than two investors, they will be calledparty c, d... in proper order).
chapter 3 establishment of the cooperative venture company
article 2 in accordance with the cooperative venture law and other relevantchinese laws and regulations, both parties of the cooperative ventureagree to set up ___________cooperative venture limited liability company(hereinafter referred to as the cooperative venture company).
article 3 the name of the cooperative venture company is______________ limitedliability company. the name in foreign language is _________. the legal address of the joint venture company is at__________street________(city)____________province.
article 4 all activities of the cooperative venture company shall be governed bythe laws, decrees and pertinent rules and regulations of the people’’srepublic of china.
article 5 the organization form of the cooperative venture company is a limitedliability company. the profits, risks and losses of the cooperativeventure company shall be shared by the parties according to the relevantprovisions thereafter. chapter 4 the purpose, scope and scale of production and business
article 6 the goals of the parties to the cooperative venture are to enhanceeconomic cooperation technical exchanges, to improve the product quality,develop new products, and gain a competitive position in the world marketin quality and price by adopting advanced and appropriate technology andscientific management methods, so as to raise economic results and ensuresatisfactory economic benefits for each cooperator. (note: this article shall be written according to the specificsituations in the contract).
article 7 the productive and business scope of the cooperative venture companyis to produce ________products; provide maintenance service after the saleof the products; study and develop new products. (note: it shall be written in the contract according to the specificconditions). article 8 the production scale of the cooperative venture company is as follows: 1. the production capacity after the cooperative venture is put intooperation is _________. 2. the production scale may be increased up to_____________ with thedevelopment of the production and operation. the product varieties may bedeveloped into ____________. (note: it shall be written according to the specific situation).
chapter 5 total amount of investment and the registered capital
article 9 the total amount of investment of the cooperative venture company isrmb____________(or a foreign currency agreed upon by both parties).
article 10 the registered capital of the joint venture company is rmb __________.(exclusive of the right to the use of the site or the right to theexploitation of the natural resources and premises contributed by partya.)
article 11 party a and party b will contribute the following to the cooperativeventure: party a: premises__________m2 the right to the use of the site_________m2 party b: cash ______________yuan machines and equipment ____________yuan industrial property __________yuan others _____________yuan, ___________yuan in all. (note: when contributing industrial property as investment, party aand party b shall conclude a separate contract to be a part of this maincontract).
出口合同一般都包括货物的详尽描述、数量、价格、总值、交货日期和运输方式， 对于其它条款比如“不可抗力”、“手工制作与样版有出入”也予以列明。
货物出口合同【中英文】(Sales Contract)
卖方(Seller) :________________________
地址(Address) :_______________________
电话(Tel) :__________传真(Fax) :__________
电子邮箱(E-mail) :_____________________
买方(Buyer) : ______________________
地址(Address) : ______________________
电话(Tel) :：_________传真(Fax) :_____________
电子邮箱(E-mail) : ______________________
买卖双方经协商同意按下列条款成交：
The undersigned Seller and Buyer have agreed to close the following transactions according to the terms and conditions set forth as below:
1. 货物名称、规格和质量 (Name, Specifications and Quality of Commodity):
2. 数量(Quantity)：
3. 单价及价格条款 (Unit Price and Terms of Delivery) :：
(除非另有规定，”FOB“、”CFR“和” CIF“均应依照国际商会制定的《国际贸易术语解释通则》(INCOTERMS )办理。)
The terms FOB,CFR,or CIF shall be subject to the International Rules for the Interpretation of Trade Terms (INCOTERMS 2000) provided by International Chamber of Commerce (ICC) unless otherwise stipulated herein.)
4. 总价 (Total Amount):
5. 允许溢短装(More or Less): ___%。
6. 装运期限(Time of Shipment):
收到可以转船及分批装运之信用证___天内装运。
Within _____ days after receipt of L/C allowing transhipment and partial shipment.
7. 付款条件(Terms of Payment)：
买方须于____ 前将保兑的、不可撤销的、可转让的、可分割的即期付款信用证开到卖方，该信用证的有效期延至装运期后_____天在中国到期，并必 须注明允许分批装运和转船。
By Confirmed, Irrevocable, Transferable and Divisible L/C to be available by sight draft to reach the Seller before ______ and to remain valid for negotiation in China until ______after the Time of Shipment. The L/C must specify that transshipment and partial shipments are allowed.
买方未在规定的时间内开出信用证，卖方有权发出通知取消本合同，或接受 买方对本合同未执行的全部或部份，或对因此遭受的损失提出索赔。
The Buyer shall establish a Letter of Credit before the above-stipulated time, failing which, the Seller shall have the right to rescind this Contract upon the arrival of the notice at Buyer or to accept whole or part of this Contract non fulfilled by the Buyer, or to lodge a claim for the direct losses sustained, if any.
8. 包装(Packing)：
9. 保险(Insurance)：
按发票金额的___%投保_____险，由____负责投保，
Covering _____ Risks for______110% of Invoice Value to be effected by the ____________.
10. 品质/数量异议 (Quality/Quantity discrepancy)：
如买方提出索赔，凡属品质异议须于货到目的口岸之日起30天内提出，凡属 数量异议须于货到目的口岸之日起15天内提出，对所装货物所提任何异议于保险 公司、轮船公司、其他有关运输机构或邮递机构所负责者，卖方不负任何责任。
In case of quality discrepancy, claim should be filed by the Buyer within 30 days after the arrival of the goods at port of destination, while for quantity discrepancy, claim should be filed by the Buyer within 15 days after the arrival of the goods at port of destination. It is understood that the Seller shall not be liable for any discrepancy of the goods shipped due to causes for which the Insurance Company, Shipping Company, other Transportation Organization /or Post Office are liable.
11. 由于发生人力不可抗拒的原因，致使本合约不能履行，部分或全部商品 延误交货，卖方概不负责。本合同所指的.不可抗力系指不可干预、不能避免且不 能克服的客观情况。
The Seller shall not be held responsible for failure or delay in delivery of the entire lot or a portion of the goods under this Sales Contract in consequence of any Force Majeure incidents which might occur. Force Majeure as referred to in this contract means unforeseeable, unavoidable and insurmountable objective conditions.
12. 仲裁(Arbitration)：
因凡本合同引起的或与本合同有关的任何争议，如果协商不能解决，应提 交中国国际经济贸易仲裁委员会深圳分会。按照申请仲裁时该会当时施行的仲裁 规则进行仲裁。仲裁裁决是终局的，对双方均有约束力。
Any dispute arising from or in connection with the Sales Contract shall be settled through friendly negotiation. In case no settlement can be reached, the dispute shall then be submitted to China International Economic and Trade Arbitration Commission (CIETAC) ,Shenzhe Commission for arbitration in accordance with its rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.
13. 通知(Notices)：
所有通知用___文写成，并按照如下地址用传真/电子邮件/快件送达给各方。如果地址有变更，一方应在变更后___日内书面通知另一方。
CONTRACT
Date: Contract No.:
The Buyers： The Sellers:
This contract is made by and between the Buyers and the Sellers; whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter:
(1) Name of Commodity：
(2) Quantity:
(3)Unit price:
(4) Total Value:
(5) Packing:
(6) Country of Origin :
(7)Terms of Payment:
(8) Insurance:
(9) Time of Shipment:
(10)Port of Lading:
(11)Port of Destination:
(12)Claims:
Within 45 days after the arrival of the goods at the destination, should the quality, Specifications or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable. The Buyers shall, have the right on the strength of the inspection certificate issued by the C.C.I.C and the relative documents to claim for compensation to the Sellers.
(13)Force Majeure:
The sellers shall not be held responsible for the delay in shipment or non-deli-very of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The sellers shall advise the Buyers immediately of the occurrence mentioned above the within fourteen days there after. The Sellers shall send by airmail to the Buyers for their acceptance certificate of the accident. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.
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All disputes in connection with the execution of this Contract shall be settled friendly through negotiation. In case no settlement can be reached, the case then may be submitted for arbitration to the Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Provisional Rules of Procedure promulgated by the said Arbitration Commission. The Arbitration committee shall be final and binding upon both parties. And the Arbitration fee shall be borne by the losing parties.
Contract No:0616
Conclusion Date: November 7th ,
Conclusion Place: Zhongxin digital Building,Beijing,China
The Buyer: Great World Store,Newyork ,America
TEL:01188745608002
The Seller:Gome Home Appliance Company, Beijing,China
TEL:86-010-82871276
The Seller agrees to sell and the buyer agrees to buy the undermentioned commodity according to the terms and conditions stated below:
(1) Name of Commodity: Haier refrigerator
Product description:
(a) model number:BCD—226STV
(b)About the exterior appreance:
total volume(L):226
power comsumption(kW.h/24h):0.6
effective area of freezer:58
effective area of variable greenhouse:43
effective area of storage room:125
dimentions(L*W*H):580*560*1786mm
(c)About the function:
Fresh kept; automatic thermostat;
over-temperature alarm; led display;
individual shutdown.
Unit Price: $680 (680 dollars)per set
Quantity:1000 sets
(2)Contract Value：$680,000(six hundred and eighty dollars )
(3)Country of Origin: China
(4)Port of Shipment: Dalian,China
(5)Port of Destination: Newyork,Ameirica
(6)Time of Shipment: November 12th, 2009
(7)Packing: The goods must be properly packaged, suitable for ocean-going and long-distance land transport, moisture, shock, anti-rust resistance, rough handling, to ensure that the goods will not be damaged by the above reasons, so good to arrive safely. Any loss caused by poor packing should be born by the seller.
(8)Marks: The seller must use non-fading paint to print each box number, size, gross weight, net weight, hanging position, ”this side up“, ”Handle with care“, ”keep dry“ and other words.
(9) Insurance：The insurance shall be covered by the Seller under the term of CIF for 110% of the invoice value against all risks.
(10) Terms of Payment: Letter of Credit.
The buyer shall 30 days prior to shipment open an irrevocable credit contained the buyer as the payer and the seller as the beneficiary through U.S. bank. China bank should commit the credit after he received and verificated the following documents.
(a)Full set of clean on board ocean Bills of Lading made out to Great World Store and blank endorsed marked freight to collect;
(b)Commercial lnvoice;
(c) The Inspection Certificate of Quality issued by CCIC of China;
(d)Certificate of Origin;
(e)Notice of Shipment.
(11)Terms of Shipment:
(a)The seller must notify the buyer name of the booking vessel and itstransportation routes 40 days before sail, for the buyer to confirm.
(b)The seller must notify the buyer expected time of delivery, contract number, invoice amount, the number and the shipment weight and size of each piece 20 days before shipment.
(C) The seller must notify the buyer of goods, quantity, gross weight, invoice amount, name of the vessel, and departure dates by telegraph/telex within 48 hours after shipment.
(d) If any piece of cargo to meet or exceed the weight of 10 tons, 15meters long , 10 meters wide, the seller shall 50 days before shipment provide the buyer with five copies of detailed packing drawing, indicating detailed size and weight, so that the buyer can arrange inland transport.
(e)Transhipment and Partial shipment are both not allowed.
(12) Inspection:
(a)The seller must test the quality of goods, specification and quantity fully and accurately, and issue a quality certificate to prove that the delivery is in accordance with the relevant provisions of the contract , but this certificate is not the fianl basis toprove quality of the goods, specifications, performance, and number .The seller should attach the written report contained inspection details and results of tests to the quality manual.
(b)After the goods arrive at the port of destination, the buyer must apply to the U.S. Commodity Inspection Bureau for inspecting the quality of goods, specification and quantity , and issue a certificate of inspection. If you find that the quality, specification and quantity do not match with the contract, in addition to which insurance companies or ship shall be responsible for, the buyer has the right to refuse accepting the goods and claim to the seller,within 7 days after arrival at the port of destination .
(c) If the inspection certificate can not be settled within the validity period of the contract for some unforeseen reasons, the buyer should telephone the seller to extend the inspection period for 3 days.
(13)Claims:
(a) Within 3 days from the date of the arrival of the goods at the final destination,if the quality,specification,quantity and packing of the goods are found not in conformity with the stipulations of this contract,the Buyer shall give a notice of claims to the Seller within the above mentioned time limit and have the right to lodge claims .
(b)Considering the result from the defect of the goods ,the Buyer has the right to bring the claims for their damages against the Seller. The Seller shall undertake to make the compensation for claims,except those for which the insurrance company should undertake the obligations.
(14)Force Majeuer:
(a)If any contracting party could not fulfill the contract by resistance of force majeure, the period of time for compliance should be extended accordingly.
(b) Hindered side should telegraph the other in the force majeure and termination , and deliever the Certificate issued by the competent bodies of the accident to the other for recognition by registered air mail within 14 days after the accident.
(C)IF force majeure event continues more than 120 days, the other party have the right to send written notice by registered air mail, asking a party to terminate the contract,and notification come to effect immediately.
(15)Law Application:
(a)It will be governed by the law of the People's Republic of China under the circumstances that the contract is signed or the goods while the disputes arising are in the People's Republic of China or the defendant is Chinese legal person, otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods.
(b)The terms in the contract are based on INCOTERMS 1990 of the International Chamber of Commerce.
(16)Arbitration:
(a)All disputes in connection with this contract or the execution thereof shall be settled friendly through negotiations.
(b)In case no settlement can be reached, the case shall then be submitted for arbitration to China International Economic And Trade Arbitration Commission in accordance with the provisional Rules of Procedures promulgated by the said Arbitration Commission.
(c)The arbitration shall take place in Beijing and the decision of the Arbitration Commission shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision.
(d)Arbitration fee shall be borne by the losing party.
(17)Additional terms:
This contract shall come to effect since being signed/sealed by both parties.Each party holds one copy.
Representative of the sellers: Mingming
Representative of the buyers: George sullivan
BUSINESS AGREEMENT
THIS AGREEMENT made and entered into under the doctrine of good faith by and between:
O-Line, a Chinese corporation having its principal office at XXXXXX
and
PIUS W. XXXX, an independent consultant having its principal office at XXXXXXX
THIS AGREEMENT relates to the products which O-Line Technology designs and/or produces (THIS PRODUCT).
ARTICLE-1: Purpose
The purpose of THIS AGREEMENT shall be both XXXX Technology and XXXX benefit by widely disseminating THIS PRODUCT.
ARTICLE-2: Doctrine of Good Faith
XXXX Technology and XXXXX under the doctrine of good faith, shall maintain mutual confidence and implement THIS AGREEMENT and/or other individual contracts based on THIS AGREEMENT.
ARTICLE-3: Tasks
XXXXTechnology shall delegate the following tasks (THIS TASK) to XXXXX, and XXXXX shall be entrusted with THIS TASK. THIS TASK shall mean that, all acts of sales and marketing of O-Line Technology products (THIS PRODUCT) by XXXXX for closing contracts between O-Line Technology and telecom companies (CUSTOMERS) in Tanzania and possibly in other African nations. And it includes the following;
(1) Introduce THIS PRODUCT to CUSTOMERS.
(2) Marketing of THIS PRODUCT.
(3) Provide market information (business plan and purchase details of CUSTOMERS).
(4) Conduct field test of THIS PRODUCT.
ARTICLE-4: CommissionCommission fee of THIS TASK shall be paid in contingent fee system, and O-Line Technology shall wire money into XXXXX’s bank account within 7 days after full-payment from CUSTOMERS. Commission fee shall be not less that US$3 per each unit of the products sold to CUSTOMERS.
Comments: Generally, the commission fee will keep with xxxUSD. However, If CUSTOMERS do not accept xxxx price policy, commission fee should depend on the practical situation, since OLine will decrease price for CUSTOMERS accordingly, this will reduce both xxx and XXXXX’s profit.
ARTICLE-5: After-sales service
XXXXX, in collaboration with xxxxx Technology shall provide after-sales service of THIS PRODUCT as per sales contract entered between O-Line Technology and CUSTOMERS.
ARTICLE-6: Secrecy
Both O-Line Technology and XXXXX shall not disclose to any third party any technical, economic, financial, marketing, customer or other information became to known through THIS BUSINESS, except the following;
(1) Information which has become publicly known.
(2) Information which both O-Line Technology and XXXXX has known before THIS
BUSINESS.
(3) Information which law requires to be disclosed.
(4) Information which is excluded from confidential information by mutual agreement
between O-Line Technology and XXXXX for safety reasons.
(5) Information which is excluded from confidential information by mutual agreement
between O-Line Technology and XXXXX.
ARTICLE-7: Term
THIS AGREEMENT shall remain in full force and effect for one (1) year from the date of execution hereof.
And THIS AGREEMENT shall be extended another one (1) year, unless otherwise either party notifies the other party of its unwillingness to extend the duration of THIS AGREEMENT in writing not later than thirty (30) days prior to the scheduled end of the then current terms of its desire to terminate.
Notwithstanding the foregoing, the secrecy provisions of Article-6 shall remain in full force and effect after termination of THIS AGREEMENT.ARTICLE-8: Consultation
Any question arising out of, or in connection with, THIS AGREEMENT, or any matter not stipulated herein shall be settled each time upon consultation between O-Line Technology and XXXX.
ARTICLE-9: Dispute Resolution
About any dispute which may arise out of or in relation to or in connection with THIS AGREEMENT and/or other individual contract between O-Line Technology and XXX, both parties shall consent to non-exclusive jurisdiction of either …………….. or Commercial Court of XXXX.
IN WITNESS WHEREOF, the parties hereto have executed THIS AGREEMENT in duplicate by placing their signatures thereon, and each party shall keep one copy of the originals.
February 11, 20**.
Name: ………..
Position: ………..
英文版技术服务合同
Technical Consultancy Service Contract
Contract No.:________________________.
Date of Signature:____________________.
Place of Signature:____________________.
This Contract is made and entered into through friendly negotiation by and between China____________________ (hereinafter referred to as “Client”), as one party, and____________________ (hereinafter referred to as“Consultant”),as the other party, concerning the technical consultancy service of__________, under the following terms and conditions:
Article 1 Contents of Technical Consultancy Service
1.1 Whereas Client desires to obtain the technical consultancy service of from Consultant and Consultant has agreed to perform such services.
1.2 The Scope of Technical Services is defined in Appendix 1.
1.3 The Time Schedule for the Services is shown in Appendix 2.
1.4 The Manning Schedule is described in Appendix 3.
1.5 Consultant shall complete the Services within__________months from the Effective Date of this Contract and furnish the final technical service report, including drawings, designing documents, all kinds of standards and photos, within____months. Consultant shall keep aware, free of charge, Client of the latest development of similar projects and any progress made in order to improve the designing of the project.
Article 2 Both Parties' Responsibility and Liability
2.1 Client shall furnish to Consultant the pertinent data, technical service reports, maps and information available to him and shall give to Consultant the reasonable assistance necessary for carrying out of his duties. Particularly Client shall nominate a general representative who shall be available at reasonable time.
2.2 Client shall assist Consultant with the responsible authorities for obtaining visas, work permits and other documents required by Consultant to enter the country and to have access to the Site of the Project. The above expenses shall be borne by Consultant.
2.3 Consultant shall furnish a sufficient number of competent personnel to perform its obligation hereunder, in addition to those personnel specifically listed in Appendix 3. All personnel employed by Consultant in carrying out the work shall be exclusively Consultant's responsibility, and Consultant shall hold Client harmless from any claims of any kind by Consultant's personnel arising out of any acts by Consultant or its personnel in connection with the work performed hereunder.
2.4 Consultant shall provide Client all the technical technical service reports and relevant documentation within the Scope of Technical Services and within the Time Schedule of the Time Schedule for the Services.
2.5 Consultant shall assist Client'S personnel in his country in obtaining visas and in arranging lodgings. Hotel and boarding expenses shall be borne by Client. Consultant shall supply to Client'S personnel office space and necessary facilities as well as transportation.
2.6 Consultant shall be responsible for and shall indemnify Client and his employee in respect of injury to person or damage to property occurring in connection with the services, to the extent that such damage or injury directly results from negligence of Consultant's personnel while engaged in activities under this Contract.Consultant shall be liable only to the work under this Contract.
2.7 Any and all liability of Consultant with respect to this Contract shall be limited to the Total Contract Price received by Consultant for his profession services and shall terminate upon expiration of the warranty period set forth in Article 7.3.
Article 3 Price and Payment
3.1 The total contract price is__________(say __________________only) in________(currency). The breakdown prices of the above mentioned total contract price are as follows:
Contract Price for Item 1: ______(say ____________only) in________ (currency); Contract Price for Item 2: ______(say ____________only) in________ (currency); Contract Price for Item 3: ______(say ____________only) in________ (currency); Contract Price for Item 4: ______(say ____________only) in________ (currency).
3.2 The total contract price will include all the service and technology provided by Consultant. The total contract price shall be firm and fixed and shall not fluctuate with any inflation. The total contract price shall include all charges and expenses incurred by Consultant in performing his obligations both in his own country and in the People's Republic of China and includes the expenses incurred in sending the Technical Documentation to Client's office by all kinds of forms.
In the event of Force Majeure as defined in the Contract, the total contract price shall be readjusted through friendly negotiations between the parties. If Client requires services not contemplated in the Scope of Services the parties shall friendly discuss an amendment to the
total contract price. Any such amendment shall be in writing countersigned by both parties. This document shall then form integral part of the Contract.
3.3 All payments to be made by Client to Consultant under the present Contract shall be made by telegraphic transfer. In case of any payment by Client, the payment shall be effected through__________in China to _________ for the account of Consultant.
In consideration for the services provided by Consultant hereunder, Client shall effect the payment to Consultant in accordance with the following manner and percentage:
3.3.1 _______ percent (________ %) of the total contract price, i.e._____________ (Say: ________ only), shall be paid by Client to Consultant within ________ (____) days after the client has received the following documents provided by Consultant and found them in order.
A. One (1) original and two (2) duplicate copies of Consultant's government approval, or a written statement of the competent authorities or relevant agency of Consultant's country certifying that such document is not required;
B. One (1) original and one (1) duplicate copy of Irrevocable Letter of Guarantee for advance payment issued by Consultant's Bank in favor of Client covering_______(Say:________ only), specimen of which is as per Appendix 4;
C. Five (5) copies of profoma invoice covering the total contract price;
D. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
E. Two (2) copies of sight draft.
The said shall be delivered by Consultant not later than ____days after the effective date of the ________present Contract.
3.3.2 ________percent (____%) of the Contract price for Item 1, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Consultant has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 1;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.3 ________ percent (____%) of the Contract price for Item 2, i.e. ___________ (Say: ____________ only) shall be paid by Client to Consultant within ________ (___) days after Licensee has received the following documents provided by Consultant and found themin order.
A. Ten (10) copies of technical service report on Item 1;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.4 ________percent (____%) of the Contract price for Item 3, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Consultant has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 1;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.5 ________percent (____%) of the Contract price for Item 4, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Consultant has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 1;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.6 ________percent (____%) of the Total Contract price , i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Consultant has received the following documents provided by Consultant and found them in order.
A. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
B. Two (2) copies of sight draft.
3.4 In case Consultant is liable for paying to Client the penalty under the Contract, Client shall have the right to deduct it from any said payment.
3.5 The banking charges of both parties incurred in China for the execution of the Contract shall be borne by Client and those incurred outside China shall be borne by Consultant.
Article 4 Delivery Schedule
4.1 The deadline for the arrival of the Technical service reports CIF _____ are:
A. Technical service report on Item 1 : _________months after effectiveness of the Contract;
B. Technical service report on Item 2 : _________months after effectiveness of the Contract;
C. Technical service report on Item 3 : _________months after effectiveness of the Contract;
D. Technical service report on Item 4 : ________months after effectiveness of the Contract.
4.2 Consultant will inform Client by Fax when the Technical service reports are airmailed to Client indicating the date and number of airway bill. Client will inform Consultant when the Technical service reports have been received.
4.3 Should any document be missing or damaged during the transport Consultant shall be notified accordingly and within two (2) weeks the missing or damaged document shall be replaced by Consultant free of charge.
Article 5 Confidentiality
5.1 All data assembled, developed, compiled, reproduced, studied, and prepared in connection with the work done hereunder and furnished to Consultant by Client shall be considered confidential and shall not be divulged to any person, firm or corporation other than Client or its designated representatives. This Clause shall remain binding on Consultant notwithstanding the termination of the Contract for any reason.
5.2 Within the validity period of Contract, Both parties shall take proper measures to keep the materials or information strictly confidential. The other party shall not disclose or divulge to any third party without prior written consent of one party.
5.3 Either party shall be obliged to keep confidential any secret information of the other party which either party and its personnel may obtain or be accessible to in the course of the performance of Contract. Either party shall not make use of or disclose such secret information obtained from the other party without prior written permission issued by the other party.
Article 6 Taxes and Duties
6.1 All taxes and duties in connection with and in the execution of Contract levied by the Chinese government on Client in accordance with the tax laws of PRC shall be borne by Client.
6.2 All taxes and duties levied by the Chinese government on Consultant, in connection with and in the execution of Contract, according to Chinese tax laws and the agreement between the government of PRC and the government of Consultant's country for the reciprocal avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income shall be borne by Consultant.
Client is legally obliged to withhold, as a withholding agent, the amount of taxes pro rata each taxable payment under Contract and pay them to the relevant Chinese tax authorities. After receiving the tax receipts issued by the relevant Chinese tax authorities for the aforesaid withholding taxes, Client shall forward them to Consultant without undue delay.
6.3 All taxes and duties arising outside PRC in connection with and in the execution of Contract shall be borne by Consultant.
Article 7 Warranty
7.1 Consultant warrants that he has the experience and capability to efficiently and expeditiously perform the services in a satisfactory manner and that the services performed by him under this Contract shall be performed by competent personnel in accordance with accepted standards.
7.2 In the event of a failure of Consultant to provide to Client satisfactory services within the scope of work described in Appendix at any time for any reason within the control of the Consultant, Client may notify Consultant of such dissatisfaction. Consultant shall be afforded a period of days to correct or remedy the matter. Should Consultant within the time afforded by Client fail to correct or remedy the matter to the satisfaction of Client, all charges shall cease forthwith until such time as Consultant is able to provide satisfactory services in accordance with the Scope of work described in Appendix.
7.3 Consultant guarantees to Client that he shall, after receipt of notice from Client, promptly correct at no cost any errors in the services arising out of the negligent performance thereof.
Article 8 Ownership of Technical Service Reports
8.1 Final version of the technical service report submitted to Client and all relevant data such as maps, plans and supporting material compiled in performing the Scope of Services, shall be the property of Client. Such materials shall be sorted and indexed by Consultant prior to transmission to Client.
8.2 Consultant shall be permitted to retain copies thereof, provided however that such materials, including the material furnished by Client as stated in Article 5 of this Contract, shall not be used by Consultant for purposes not related with this Project without the prior written approval of Client.
Article 9 Assignment
9.1 Neither Client nor Consultant shall assign or sublet their rights or obligations hereunder without the prior written consent of the other party.
Article 10 Termination
10.1 If, due to the responsibility of Consultant, the technical service reports have not been delivered at dates according to the delivery schedules as stipulated in Article 4 of the Contract, Consultant shall be obliged to pay to Client penalty for such delay in delivery at the following rates:
A. ______ percent (____%) of the total contract price per week for the first four weeks;
B. _____ percent (____%) of the total contract price per week from the fifth week to the eighth week;
C. ______ percent (____%) of the total contract price per week from the ninth week of delay.
Odd days less than one (1) week shall be counted as one (1) week for calculating the liquidated damage.
10.2 The total liquidated damage for late delivery shall not exceed ______ percent (____%) of the total contract price. Payment of the liquidated damage for late delivery shall not release
Consultant from its obligation to deliver technical service reports.
10.3 Client may, without prejudice to any other remedy for Consultant's following breach of Contract, terminate Contract in whole or in part by a written notice of default send to Consultant, if Consultant
A. Fails to deliver any or all of technical service reports within______(____) days after the scheduled delivery date as specified in Article 1; or
B. Fails to make the technical service reports meet the minimum level of Acceptance Standards as specified in Appendix 1.
Consultant shall refund to Client all the payments effected by Client to Consultant plus an interest at the rate of______ percent (____%) per annum in case of such a termination.
10.4 Either party may, without prejudice to any other remedy, terminate Contract in whole or in part by a written notice send to the other party, if the other party.
A. fails to perform its confidentiality obligation under Contract; or
B. fails to perform any other obligations under Contract except minor parts thereof, and does not remedy for its failure within a period of______ (____) days upon receipt of the written notice or a period agreed upon between the parties; or
C. becomes bankrupt or insolvent; or
D.Affected by any event of Force Majeure for more than ______ days.
Article 11 Force Majeure
11.1 Should either party be prevented from performing any of its obligations under Contract due to event of Force Majeure, such as war, serious fire, typhoon, earthquake, flood and any other events which could not be expected, avoided and overcome, the affected party shall notify the other party of its occurrence by fax and send by registered airmail a certificate issued by the competent authorities or agency within fourteen (14) days following its occurrence.
11.2 The affected party shall not be liable for any delay or failure in performing any or all of its obligations due to the event of Force Majeure. However, the affected party shall inform the other party by fax the termination or elimination of the event of Force Majeure without delay.
11.3 Both parties shall proceed with their obligations immediately after the cease of the event of Force Majeure or removal of the effects. The validity period of Contract and/or the scheduled period for relative execution of Contract shall be extended correspondingly.
Article 12 Arbitration
12.1 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 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.
12.2 Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed.
Article 13 Language and Standards
13.1 Correspondance except this Contract between Client and Consultant, data and documents made available by Client to Consultant and the technical service reports and drawings prepared by Consultant shall be in the English language.
13.2 Measures shall be written in the metric system.
Article 14 Governing Law
14.1 The construction, validity and performance of this Contract shall be governed by the laws of the People's Republic of China.
Chapter 15 Effectiveness of the Contract and Miscellaneous
15.1 Both parties shall make effort to obtain the approval from the respective authorities, if necessary, within thirty (30) days after Contract is signed by the authorized representatives of the two parties. Either Party shall notify in writing the other party of the approval date. The later date of approval shall be taken as the Date of Effectiveness of Contract.
15.2 Contract shall be valid and remain in force for_______(____) years from the Date of Effectiveness.
15.3 The outstanding credit and debt between the parties under Contract shall not be affected upon the termination or expiration of Contract.
15.4 Appendices hereof shall be integral parts of Contract and have the same legal force as the text of Contract itself. The text of Contract shall prevail in case of any discrepancies between the text of Contract and Appendices.
15.5 All amendments, supplements, subtractions, or alterations to Contract shall be made in written form and become valid upon the signature of the authorized representatives of both parties. The valid amendments, supplements, subtractions, or alterations shall from an integral partof Contract. and shall have the same legal force as the text of Contract.
15.6 All communications between the parties shall be in English in written form during implementation of Contract. Faxes concerning important matters shall be confirmed timely by registered or express mails.
15.7 The Contract is made in two counterparts each in Chinese and English, each of which shall deemed equally authentic. The Contract is in four (4) originals, two (2) for the Buyer and two (2) for the Seller.
Client :________________________________________________.
Address :______________________________________________.
Post Code :____________________________________________.
Telephone :________________. Fax :_________________.
E-mail:_______________________________________________.
Authorized Representative signature :____________________.
Signing Date :__________________________________________.
Consultant :____________________________________________.
Address :______________________________________________.
Post Code :____________________________________________.
Telephone :________________. Fax :_________________.
E-mail:_______________________________________________.
Authorized Representative signature :___________________.
Signing Date :__________________________________________.
courtesy of Peter B. Finn, ESQ, Senior Partner, Rubin and Rudman LLP (), .
CONSULTING AGREEMENT
, 200_ (the ”Effective Date“) by and between XYZ Corporation, a ______________ corporation duly organized under law and having an usual place of business at _______________________(hereinafter referred to as the “Company”) and (hereinafter referred to as the “Consultant”).
WHEREAS, the Company wishes to engage the Consultant to provide the services described herein and Consultant agrees to provide the services for the compensation and otherwise in accordance with the terms and conditions contained in this Agreement,
NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, accepted and agreed to, the Company and the Consultant, intending to be legally bound, agree to the terms set forth below.
1. TERM. Commencing as of the Effective Date, and continuing for a period of ____ (__) years (the “Term”), unless earlier terminated pursuant to Article 4 hereof, the Consultant agrees that he/she will serve as a consultant to the Company. This Agreement may be renewed or extended for any period as may be agreed by the parties.
2. DUTIES AND SERVICES.
(a) the “Duties” or “Services”).
(b) Consultant agrees that during the Term he/she will devote up to ____ (__) days per month to his/her Duties. The Company will periodically provide the Consultant with a schedule of the requested hours, responsibilities and deliverables for the applicable period of time. The Duties will be scheduled on an as-needed basis.
(c) The Consultant represents and warrants to the Company that he/she is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, or which will interfere with the performance of his/her Duties. Consultant represents
courtesy of Peter B. Finn, ESQ, Senior Partner, Rubin and Rudman LLP (), .
and warrants that the execution and performance of this Agreement will not violate any policies or procedures of any other person or entity for which he/she performs Services concurrently with those performed herein.
(d) In performing the Services, Consultant shall comply, to the best of his/her knowledge, with all business conduct, regulatory and health and safety guidelines established by the Company for any governmental authority with respect to the Company’s business.
3. CONSULTING FEE.
(a) Subject to the provisions hereof, the Company shall pay Consultant a consulting ($______) Dollars for each hour of Services provided to the Company (the ting form, a listing of his/her hours, the Duties performed and a summary of his/her activities. The Consulting Fee shall be paid within fifteen (15) days of the Company’s receipt of the report and invoice.
(b) Consultant shall be entitled to prompt reimbursement for all pre-approved expenses incurred in the performance of his/her Duties, upon submission and approval of written statements and receipts in accordance with the then regular procedures of the Company.
(c) The Consultant agrees that all Services will be rendered by him/her as an independent contractor and that this Agreement does not create an employer-employee relationship between the Consultant and the Company. The Consultant shall have no right to receive any employee benefits including, but not limited to, health and accident insurance, life insurance, sick leave and/or vacation. Consultant agrees to pay all taxes including, self-employment taxes due in respect of the Consulting Fee and to indemnify the Company in the event the Company is required to pay any such taxes on behalf of the Consultant.
4. EARLY TERMINATION OF THE TERM.
(a) If the Consultant voluntarily ceases performing his/her Duties, becomes physically or mentally unable to perform his/her Duties, or is terminated for cause, then, in each instance, the Consulting Fee shall cease and terminate as of such date. Any termination “For Cause” shall be made in good faith by the Company’s Board of Directors.
(b) This Agreement may be terminated without cause by either party upon not less than thirty (30) days prior written notice by either party to the other.
(c) Upon termination under Sections 4(a) or 4(b), neither party shall have any further obligations under this Agreement, except for the obligations which by their terms survive this termination as noted in Section 16 hereof. Upon termination and, in any case, upon the
courtesy of Peter B. Finn, ESQ, Senior Partner, Rubin and Rudman LLP (), .
Company’s request, the Consultant shall return immediately to the Company all Confidential Information, as hereinafter defined, and copies thereof.
5. RESTRICTED ACTIVITIES. During the Term and for a period of one (1) year thereafter, Consultant will not, directly or indirectly:
(i) solicit or request any employee of or consultant to the Company to leave
the employ of or cease consulting for the Company;
(ii) solicit or request any employee of or consultant to the Company to join the
employ of, or begin consulting for, any individual or entity that researches,
develops, markets or sells products that compete with those of the Company;
(iii) solicit or request any individual or entity that researches, develops,
markets or sells products that compete with those of the Company, to employ or
retain as a consultant any employee or consultant of the Company; or
(iv) induce or attempt to induce any supplier or vendor of the Company to
terminate or breach any written or oral agreement or understanding with the
Company.
6. PROPRIETARY RIGHTS.
(a) For the purposes of this Article 6, the terms set forth below shall have the following meanings:
(i) to Consultant or which are first developed by Consultant during the course of the performance of Services hereunder and which relate to the Company' present, past or prospective business activities, services, and products, all of which shall remain the sole and exclusive property of the Company. The Consultant shall have no publication rights and all of the same shall belong exclusively to the Company.
(ii) For the purposes of this Agreement,
Confidential Information shall mean and collectively include: all information relating to the business, plans and/or technology of the Company including, but not limited to technical information including inventions, methods, plans, processes, specifications, characteristics, assays, raw data, scientific preclinical or clinical data, records, databases, formulations, clinical protocols, equipment design, know-how, experience, and trade secrets; developmental, marketing, sales, customer, supplier, consulting relationship information, operating, performance, and cost information; computer programming techniques whether in tangible or intangible form, and all record bearing media
courtesy of Peter B. Finn, ESQ, Senior Partner, Rubin and Rudman LLP (), .
containing or disclosing the foregoing information and techniques including, written business plans, patents and patent applications, grant applications, notes, and memoranda, whether in writing or presented, stored or maintained in or by electronic, magnetic, or other means.
Notwithstanding the foregoing, the term “Confidential Information” shall not
include any information which: (a) can be demonstrated to have been in the public domain or was publicly known or available prior to the date of the disclosure to Consultant; (b) can be demonstrated in writing to have been rightfully in the possession of Consultant prior to the disclosure of such information to Consultant by the Company; (c) becomes part of the public domain or publicly known or available by publication or otherwise, not due to any unauthorized act or omission on the part of Consultant; or (d) is supplied to Consultant by a third party without binder of secrecy, so long as that such third party has no obligation to the Company or any of its affiliated companies to maintain such information in confidence.
(b) Except as required by Consultant's Duties, Consultant shall not, at any time now or in the future, directly or indirectly, use, publish, disseminate or otherwise disclose any Confidential Information, Concepts, or Ideas to any third party without the prior written consent of the Company which consent may be denied in each instance and all of the same, together with publication rights, shall belong exclusively to the Company.
(c) All documents, diskettes, tapes, procedural manuals, guides, specifications, plans, drawings, designs and similar materials, lists of present, past or prospective customers, customer proposals, invitations to submit proposals, price lists and data relating to the pricing of the Company' products and services, records, notebooks and all other materials containing Confidential Information or information about Concepts or Ideas (including all copies and reproductions thereof), that come into Consultant's possession or control by reason of Consultant's performance of the relationship, whether prepared by Consultant or others: (a) are the property of the Company, (b) will not be used by Consultant in any way other than in connection with the performance of his/her Duties, (c) will not be provided or shown to any third party by Consultant, (d) will not be removed from the Company's or Consultant’s premises (except as Consultant's Duties require), and (e) at the termination (for whatever reason), of Consultant's relationship with the Company, will be left with, or forthwith returned by Consultant to the Company.
(d) The Consultant agrees that the Company is and shall remain the exclusive owner of the Confidential Information and Concepts and Ideas. Any interest in patents, patent applications, inventions, technological innovations, trade names, trademarks, service marks, copyrights, copyrightable works, developments, discoveries, designs, processes, formulas,
courtesy of Peter B. Finn, ESQ, Senior Partner, Rubin and Rudman LLP (), .
know-how, data and analysis, whether registrable or not (“Developments”), which Consultant, as a result of rendering Services to the Company under this Agreement, may conceive or develop, shall: (i) forthwith be brought to the attention of the Company by Consultant and (ii) belong exclusively to the Company. No license or conveyance of any such rights to the Consultant is granted or implied under this Agreement.
(e) The Consultant hereby assigns and, to the extent any such assignment cannot be made at present, hereby agrees to assign to the Company, without further compensation, all of his/her right, title and interest in and to all Concepts, Ideas, and Developments. The Consultant will execute all documents and perform all lawful acts which the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Agreement.
7. EQUITABLE RELIEF. Consultant agrees that any breach of Articles 5 and 6 above by him/her would cause irreparable damage to the Company and that, in the event of such breach, the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation or threatened violation of Consultant's obligations hereunder.
8. WAIVER. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof. All waivers by the Company shall be in writing.
9. SEVERABILITY; REFORMATION. In case any one or more of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement; and this Agreement shall, to the fullest extent lawful, be reformed and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible. Without limiting the foregoing, if any provision (or part of provision) contained in this Agreement shall for any reason be held to be excessively broad as to duration, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the fullest extent compatible with then existing applicable law.
10. ASSIGNMENT. The Company shall have the right to assign its rights and obligations under this Agreement to a party which assumes the Company' obligations hereunder. Consultant shall not have the right to assign his/her rights or obligations under this Agreement without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the Consultant's heirs and legal representatives in the event of his/her death or disability.
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