合同范本英文版本-合同英語格式范本

1、 合同范本英文版本-合同英語格式范本 隨著改革開放，中國與世界其他國家的交流越加頻繁，商務(wù)來往也多了起來，中國的企業(yè)也參與到了國際競爭中去了，小編搜集了幾篇關(guān)于合同范本的英文版本，希望能對你的工作有所幫助，下面是為你提供的合同范本英文版本，歡送閱讀。想了解更多合同范本，請繼續(xù)關(guān)注本欄目。 【合同范本英文版本(一)】 DATED 200 CONTRACT NAME - by and between - PARTY A NAME PARTY A - and - PARTY B NAME PARTY B TABLE OF CONTENTS PRELIMINARY STATEMENT 1 1. DEF

2、INITIONS AND INTERPRETATION 1 2. OPERATIVE CLAUSES 1 A. CONDITIONS PRECEDENT 1 B. REPRESENTATIONS AND WARRANTIES 1 C. TERM 2 D. TERMINATION 3 E. CONFIDENTIALITY 3 F. BREACH OF CONTRACT 4 G. FORCE MAJEURE 5 H. SETTLEMENT OF DISPUTES 5 I. MISCELLANEOUS PROVISIONS 8 SCHEDULE A-DEFINITIONS AND INTERPRET

3、ATION 12 CAVEATS AND DRAFTING NOTES 15 CONTRACT NAME THIS CONTRACT ("Contract") is made in city and province, China on this day of , 200 by and between Party A name, Party A entity form established and existing under the laws of China, with its registered addressprinciple place of business

4、 at address (hereinafter referred to as "Party A"), and Party B name, Party B entity form organized and existing under the laws of Party B jurisdiction of incorporation with its registered addressprinciple place of business at address (hereinafter referred to as "Party B"). Party

5、 A and Party B shall hereinafter be referred to individually as a "Party" and collectively as the "Parties". PRELIMINARY STATEMENT After friendly consultations conducted in accordance with the principles of equality and mutual benefit, the Parties have agreed to describe subject

6、matter of the Contract in accordance with Applicable Laws and the provisions of this Contract. Now the Parties Hereby Agree as Follows: 1. DEFINITIONS AND INTERPRETATION Unless the terms or context of this Contract otherwise provide, this Contract shall be interpreted in accordance with, and each of

7、 the terms used herein shall have the meaning ascribed to it in Schedule A. 2. OPERATIVE CLAUSES A. CONDITIONS PRECEDENT insert conditions precedent as appropriate B. REPRESENTATIONS AND WARRANTIES Standard Representations and Warranties Each Party represents and warrants to the other Party that on

8、the date hereof and as of the Effective Date: (a) it is an independent legal person duly organized, validly existing in good standing under the laws of the place of its establishment or incorporation; (b) it has full authority to enter into this Contract and to perform its obligations hereunder; (c)

9、 it has authorized its representative to sign this Contract and from and after the Effective Date the provisions of this Contract shall be legally binding upon it; (d) its execution of this Contract and its performance of its obligations hereunder: (i) will not violate any provision of its business

10、license, articles of incorporation, articles of association or similar organizational documents; (ii) will not violate any Applicable Laws or any governmental authorization or approval; and (iii) will not violate or result in a default under any contract to which it is a party or to which it is subj

11、ect; (e) no lawsuit, arbitration or other legal or governmental proceeding is pending or, to its knowledge, threatened against it that would affect its ability to perform its obligations under this Contract; and (f) it has disclosed to the other Party all documents issued by any governmental departm

12、ent that may have a material adverse effect on its ability to fully perform its obligations under this Contract, and the documents previously provided by it to the other Party do not contain any misstatements or omissions of material facts. Consequences of Inaccuracy in Representations and Warrantie

13、s If any of the above representations and warranties of a Party are not accurate in all material respects on the date hereof or the Effective Date, then such Party shall be in material breach of this Contract. C. TERM Initial Term Subject to the provisions of Articles and (b) and (c), the initial te

14、rm of the Contract shall be years, commencing on the Effective Date. Extension Choose one of the following alternatives: Option (1): Automatic Expiration The Term shall expire automatically on the Expiration Date, unless extended for an additional term of years through a written agreement signed by

15、the authorized representatives of the Parties at least sixty (60) days prior to the Expiration Date. Option (2): Automatic Renewal On the Expiration Date, the Term shall automatically renew for an additional term of years, unless either Party notifies the other Party of its decision not to renew thi

16、s Contract through a written notice signed by its authorized representative and delivered to the other Party at least sixty (60) days prior to the Expiration Date. Option (3): Client with Option to Renew Client shall have the option to renew this Contract through a written notice signed by its autho

17、rized representative and delivered to the other Party at least sixty (60) days prior to the Expiration Date. If Client fails to exercise its option to renew the Contract, then the Term shall expire automatically on the Expiration Date. D. TERMINATION Termination (a) This Contract shall terminate upo

18、n the Expiration Date unless extended pursuant to Article (b) This Contract may be terminated at any time prior to Expiration Date by the mutual written agreement of the Parties. (c) At any time prior to the Expiration Date, a Party (“Notifying Party) may terminate this Contract through notice to th

19、e other Party in writing if: (i) the other Party materially breaches this Contract, and such breach is not cured within the Cure Period granted pursuant to Article (a); (ii) the other Party becomes bankrupt, or is the subject of proceedings for liquidation or dissolution, or ceases to carry on busin

20、ess or becomes unable to pay its debts as they come due; (iii) the conditions or consequences of Force Majeure which have a material adverse effect on the affected Partys ability to perform continue for a period in excess of six (6) months and the Parties have been unable to find an equitable soluti

21、on pursuant to Article (c) hereof; or (iv) insert other conditions triggering termination as appropriate Continuing Obligations The provisions of Article E (Confidentiality), Article F (Breach of Contract) (but only with respect to claims arising prior to the termination hereof or with respect to ot

22、her continuing obligations) and Article H (Settlement of Disputes) shall survive the termination of this Contract. E. CONFIDENTIALITY Confidentiality Obligations From time to time prior to and during the Term either Party (“disclosing Party) has disclosed or may disclose Confidential Information to

23、the other Party (“receiving Party). The receiving Party shall, during the Term and for years thereafter: (a) maintain the confidentiality of Confidential Information; (b) not use Confidential Information for any purposes other than those specifically set out in this Contract; and (c) not disclose an

24、y such Confidential Information to any person or entity, except to its employees or employees of its Affiliates, its agents, attorneys, accountants and other advisors who need to know such information to perform their responsibilities and who have signed written confidentiality agreements containing

25、 terms at least as stringent as the terms provided in this Article E (collectively "Permitted Disclosure Parties"). Confidentiality Exceptions The provisions of Article above shall not apply to information that: (a) can be shown to be known by the receiving Party by written records made pr

26、ior to disclosure by the disclosing Party; (b) is or becomes public knowledge otherwise than through the receiving Partys breach of this Contract; or (c) was obtained by the receiving Party from a third party having no obligation of confidentiality with respect to such information. Confidentiality R

27、ules Each Party shall formulate rules and regulations to inform its directors, senior staff, and other employees, and those of their Affiliates of the confidentiality obligation set forth in this Article E. Return of Material On the Expiration Date or upon the disclosing Partys request at any time,

28、the receiving Party shall (i) return to the other Party, or at the disclosing Partys direction destroy, all materials (including any copies thereof) embodying the other Partys Confidential Information and (ii) certify in writing to the other Party, within ten (10) days following the other Partys req

29、uest, that all of such materials have been returned or destroyed. F. BREACH OF CONTRACT Remedies for Breach of Contract Except as otherwise provided herein, if a Party ("breaching Party) fails to perform any of its material obligations under this Contact or otherwise is in material breach of th

30、is Contract, then the other Party (“aggrieved Party) may: (a) give written notice to the breaching Party describing the nature and scope of the breach and demand that the breaching Party cure the breach at its cost within a reasonable time specified in the notice ("Cure Period") (provided

31、that if any representation and warranty of a Party under Article is not true and correct in all material respects when made, or if there is a breach of Article E, then there shall be no Cure Period); and (b) if the breaching Party fails to cure the breach within the Cure Period (or, if there is none

32、, at any time following such breach), then in addition to its other rights under Article (c)(i) or Applicable Laws, the aggrieved Party may claim direct and foreseeable damages arising from the breach. Limitation on Liability Notwithstanding any other provision of this Contract, except for breach of

33、 confidentialityobligations or infringement of the other Partys IPR, neither Party shall be liable to the other Party for damages for loss of revenues or profits, loss of goodwill or any indirect or consequential damages in connection with the performance or non-performance of thisContract. Except f

34、or breach of confidentiality obligations or infringement of the otherPartys IPR, the aggregate liability of a Party for all claims for any loss, damage or indemnity whatsoever resulting from such Partys performance or non-performance of this Contract shall in no case exceed United States Dollars (US

35、$) or the RMB equivalent thereof. G. FORCE MAJEURE Definition of Force Majeure "Force Majeure" shall mean all events which are beyond the control of the Parties to this Contract, and which are unforeseen, unavoidable or insurmountable, and which prevent total or partial performance by eith

36、er of the Parties. Such events shall include earthquakes, typhoons, flood, fire, war, strikes, riots, acts of governments, changes in law or the application thereof or any other instances which cannot be foreseen, prevented or controlled, including instances which are accepted as Force Majeure in ge

37、neral international commercial practice. Consequences of Force Majeure (a) If an event of Force Majeure occurs, a Partys contractual obligations affected by such an event under this Contract shall be suspended during the period of delay caused by the Force Majeure and shall be automatically extended

38、, without penalty or liability, for a period equal to such suspension. (b) The Party claiming Force Majeure shall promptly inform the other Parties in writing and shall furnish within fifteen (15) days thereafter sufficient proof of the occurrence and duration of such Force Majeure. The Party claimi

39、ng Force Majeure shall also use all reasonable endeavours to terminate the Force Majeure. (c) In the event of Force Majeure, the Parties shall immediately consult with each other in order to find an equitable solution and shall use all reasonable endeavours to minimize the consequences of such Force

40、 Majeure. H. SETTLEMENT OF DISPUTES Friendly Consultations In the event of any dispute, controversy or claim arising out of or relating to this Contract, or the breach, termination or invalidity hereof ("dispute"), the Parties shall attempt in the first instance to resolve such dispute thr

41、ough friendly consultations. Arbitration Choose one of the following two alternatives: Either Option (1): CIETAC Rules (a) In the event such dispute is not resolved through consultations within sixty (60) days after the date such consultations were first requested in writing by a Party, then any Par

42、ty may submit the dispute for arbitration in Beijing before the China International Economic and Trade Arbitration Commission ("CIETAC") in accordance with CIETAC Arbitration Rules then in force, and as amended by this Article ("Arbitration Rules"). (b) The arbitration tribunal s

43、hall consist of three arbitrators, one appointed by each Party and, if either of the Parties fails to appoint an arbitrator within the time specified in the Arbitration Rules, the Chairman of CIETAC shall make such appointment, taking into consideration the criteria set out in this Article (c) A thi

44、rd arbitrator (the "Presiding Arbitrator") shall be appointed by agreement between the Parties in accordance with the provisions of Articles (d) and (e) below, and, if the Parties fail to jointly appoint the Presiding Arbitrator within the time specified in the Arbitration Rules, the Chair

45、man of CIETAC shall make such appointment, taking into consideration the criteria set out in this Article (d) No arbitrator may be a national of (i) the PRC or (ii) home country of Party B. (e) The Presiding Arbitrator (and any successor or replacement appointee in place of any Presiding Arbitrator

46、initially appointed) shall, unless otherwise agreed in writing by the Parties, be a national of one of the following countries: (i) Australia; (ii) Belgium; (iii) Canada; (iv) New Zealand; (v) Sweden; (vi) Switzerland; (vii) The Netherlands; or (viii) The United Kingdom. (f) The arbitration proceedi

47、ngs shall be conducted in the English language. (g) All costs of arbitration (including but not limited to arbitration fees, costs of arbitrators and legal fees and disbursements) shall be borne by the losing party, unless otherwise determined by the arbitration tribunal. (h) The provisions of Chapt

48、er III of the Arbitration Rules (concerning summary procedure) are excluded, regardless of whether the total amount of the claim amounts to RMB 500,000. NB: This clause could be considered to be a variation to the CIETAC Rules. Article 7 of the CIETAC Rules states that variations to the Rules are su

49、bject to consent by the Arbitration Commission. Or Option (2): SIAC Rules (a) In the event the dispute is not resolved through consultations within sixty (60) days after the date such consultations were first requested in writing by a Party, then any Party may submit the dispute to Singapore Interna

50、tional Arbitration Centre ("SIAC") for arbitration in Singapore in accordance with the Arbitration Rules of the SIAC then in force, and as amended by this Article ("Arbitration Rules"). (b) The tribunal shall consist of one three arbitrator(s) to be appointed by the Chairman of t

51、he SIAC. (c) The language of the arbitration shall be English. Procedural Compliance The Parties undertake: (g) to comply strictly with the time limits specified in the Arbitration Rules for the taking of any step or the performance of any act in or in connection with any arbitration; and (h) to com

52、ply with and to carry out, in full and without delay, any procedural orders (including, without limitation to, any interim measures of protection ordered) or any award (interim or final) made by the arbitral tribunal. Enforcement of Award Each of the Parties irrevocably: (a) agrees that any arbitral

53、 award shall be final and binding; (b) undertakes that it will execute and perform the arbitral award fully and without delay. In the event of judicial acceptance and an order of enforcement, each party expressly waives all rights to object thereto, including any defense of sovereign immunity and an

54、y other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state; and (c) waives any rights which it may have to contest the validity of the arbitration agreement set forth in this Article or the jurisdiction of the relevant arbitration institution to hear

55、 and to determine any arbitration begun pursuant to this Article H. When any dispute occurs and is the subject of friendly consultations or arbitration, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Contract, exc

56、ept in respect of those matters under dispute. Injunctive Relief Notwithstanding the foregoing, the Parties agree that each Party has the right to seek temporary or permanent injunctive or other similar relief in any court or other authority of competent jurisdiction in respect of any claims of breach of confidentiality or IPR infringement or for an order of specific performance or other injunctive relief as permitted under Applicable Laws. Governing Law The validity, interpretation a