英文合同起草规则及范文
2014-11-13 18:03阅读：
泛瑞翻译分享
英文合同按繁简不同，可以采取不同书面形式，如正式合同(Contract)、协议书(Agreement)、确认书(Confirmation)、备忘录(Memorandum)、订单(Order)等等，但是一般都包含如下几个部分：
一、 合同名称(Title)
二、前文(Preamble)
1. 订约日期和地点
Date and place of signing
2. 合同当事人及其国籍、主营业所或住所
Signing parties and their nationalities, principal place of
business or residence
addresses
3. 当事人合法依据
Each party\'s authority，比如，该公司是“按当地法律正式组织而存在的”(a
corporation duly organized and existing under the laws of
XXX)
4. 订约缘由/说明条款
Recitals or WHEREAS clause
三、本文(Body)
1. 定义条款(Definition clause)
2. 基本条款(Basic conditions)
3. 一般条款(General terms and conditions)
a. 合同有效期(Duration)
b. 合同的终止(Termination)
c. 不可抗力(Force Majeure)
d. 合同的让与(Assignment)
e. 仲裁(Arbitration)
f. 适用的法律(Governing law)
g. 诉讼管辖(Jurisdiction)
h. 通知手续(Notice)
i. 合同修改(Amendment)
j. 其它(Others)
四、结
尾条款(WITNESS clause)
1. 结尾语，包括份数、使用的文字和效力等(Concluding sentence)
2. 签名(Signature)
3. 盖印(Seal)
以上的格式和内容并非一成不变，当事人可以根据各自交易情况做出调整或
增删。
如何起草涉外合同：用语方面
一、力求严谨，明白无误：
The following documents shall be deemed to form and be read and
construed as
an integral part of this Contract.
下列文件应被认为、读作、解释为本合同的组成部分;
This Contract can only be altered, amended or supplemented in
accordance with
documents signed and sealed by authorized representatives of both
parties.
本合同只能按照双方授权代表签名盖章的文件进行修改或增补;
All activities of ABC Co. shall be governed by the laws, decrees
and pertinent
rules and regulations of China.
ABC公司的一切活动必须受中国的法律、法令和有关规章条例的管辖。
二、多用主动语态，少用被动语态：
Party B is hereby appointed by Party A as its exclusive sales agent
in Singapore.
(不宜)
乙方被甲方委托为在新加坡的独家销售代理商;
Party A hereby appoints Party B as its exclusive sales agent in
Singapore. (适宜)
甲方委托乙方为在新加坡的独家销售代理商;
三、多用现在时，少用将来时，尽管很多条款规定的是合同签订以后的事项：
Licensee may terminate this Contract 90 days after a written notice
thereof is
sent to Licensor upon the happening of one of the following
events:
当有下列事件之一发生，被许可人提前90天向许可人发送书面通知后，可
以终止合同：
1. Licensor becomes insolvent or a liquidator of Licensor is
appointed;
许可人无力偿付债务或其破产清算人以被指定;
2. The patent described in Article 2 is not issued within 30 days
from signing this
Contract; and
第二条规定的专利未在签约后30天之内发布;
3. Licensor fails to perform its obligations under this
Contract.
许可人未能履行其合同义务。
四、直接表达方式用得多，间接表达方式用的较少：
This Article does not apply to bondholders who have not been paid
in full. (用得
少)
本条款不适用于尚未全部偿付的债券持有者。
This Article applies only to bondholders who have been paid in
full. (用得多)
本条款只适用于已全部偿付的债券持有者。
五、尽量使用一个动词，避免使用“动词+名词+介词”的同意短语：
Party A shall make an appointment of its representative within 30
days after
甲方应于签约后30天内指派其授权代表。宜用appoint代替 make an
appointment of.
Party A will give consideration to Party B\'s proposal of
exclusive agency.
甲方愿意考虑乙方独家代理的建议。宜用consider代替give consideration to.
六、下列特殊用语使用频繁：
1. WHEREAS 鉴于
正式而重要的合同，尤其是英美法系的合同，多用它在前文中引出签约背景
和目的，起连词作用：
WHEREAS the Employer is desirous that manpower can be rendered
available f
or the construction of High-Rise Residential Complex in Baghdad,
Iraq;
鉴于雇主欲请劳动力建造伊拉克巴格达的高层住宅综合大楼;
WHEREAS the Contractor is desirous to provide the manpower for
the Works;
鉴于承包人想为此工程提供劳动力;
2. WITNESS 证明
在合同前文中常用作首句的谓语动词：
This Agreement, made by ...
WITNESSES
WHEREAS..., it is agreed as follows:
本协议由……签订证明：鉴于……特此达成协议如下：
3. IN WITNESS WHEREOF 作为所协议事项的证据：
该短语常用于合同的结尾条款：
IN WITNESS WHEREOF, the parties have executed this Contract in
duplicate
by their duly authorized representatives on the date first above
written.
以下是一份企业间的合作协议模板：
DATED THIS[] DAY OF [ ] XXXX
BETWEEN
AND
COOPERATION AGREEMENT
THIS AGREEMENT is made on the [ ]day of[ ] XXXX.
BETWEEN
,a law firm company represented by [insert the name], of
[address].(“Party A”)
AND
XXXXXX, a XXXX registered in China with Registration No: [XXXXXX]
having with registered office at XXXXXXX.
PARTIES
[
] and XXXXX shall
collectively be referred to as the ‘Parties’ or individually as the
‘Party’.
RECITALS
WHEREAS, [
] is a XXXX specialized in [
].
WHEREAS, LONG AN LAW FIRM is a law firm specialized in FDI,
Corporate Governance, labor law, anti-unfair competition,
anti-bribe, investment & immigration, real estate, financial
legal services based in Shanghai, China.
NOW, THEREFORE, the Parties follow the principle of mutually
beneficial cooperation and common development, through
negotiations, reached agreement on the following terms related to
cooperation in field of providing legal assistance to clients
willing to invest in the country of the registered office of the
parties, and will adhere to the terms.
TERMS AND CONDITIONS
DEFINITIONS AND INTERPRETATION.
Unless contrary intention appears, the following terms shall have
the following meanings:
‘Associated companies’ means any subsidiary or holding company of
the Parties.
‘Cooperation Period’ means the term of cooperation between the
Parties.
‘Mutual Client’ means a corporation or individual, which is in need
of information about possible investments and legal assistance for
the purpose of his/her/its investment abroad.
‘Services’ has the meaning as ascribed to it under Provision 3 of
this Agreement.
‘Service Fees’ means the fee payable to the service providing
Party, including the legal service fees and any related referral
fees to be negotiated or agreed upon between the Parties.
‘Confidential Information’ has the meaning as ascribed to it under
Provision 8 of this Agreement.
‘Default’ has the meaning as ascribed to it under Provision 9 of
this Agreement.
‘Time of entrusting the legal works’ means the moment the Mutual
Client returns signed Terms and Conditions Agreement to the Party
and the Party receives the provision of funds.
‘Engagement letter” is the agreement between the mutual Client and
the Party describing the legal services to be rendered.
“Referring Commission” is the fee payable to party for
referring clients to each other.
References to a Party are intended to bind their executors,
administrators and permitted transferees;
References to a person includes a corporation and vice versa;
Any document referred to in this Agreement will mean that document
as well as any other document in substitution for that document
which has been approved in writing by the Parties;
Where any word or phrase is defined in this Agreement, any other
grammatical form of that word or phrase will have a corresponding
meaning;
Obligations under this Agreement affecting more than one party bind
them jointly and
each of them severally.
COOPERATION
For the common purpose of proceeding with the best interest of the
Parties’ Mutual Client, the Parties hereby agree that:
XXXXX shall provide[ Party A ] and the mutual Clients:
Referral of clients wishing to invest in [
] XXXX will target potential clients and, independently or
together during proper commercial events, provide them consultation
about the investment/immigration policies of [ ]
and real estate/geography information provided by [ Party A ], and
refer [ Party A ] to such clients, also inform them the expected
legal procedure, financial/time costs, etc.
Information about possible investments in China that best suit the
interest of the referred Clients or prospective Clients.
Information on the China jurisdiction that may affect the
investment or the residence application during the Cooperation
period such us the movement of money from China to overseas.
[Party A] shall provide XXXXX and the mutual Clients:
Referral of clients wishing to invest in China. [Party A] will
target potential clients and, independently or together during
proper commercial events, provide them consultation about the
investment/immigration policies of China and real estate/geography
information provided by Long XXXXX, and refer XXXX to such clients,
also inform them the expected legal procedure, financial/time
costs, etc
Information about possible investments in [ ] that best
suit the interest of the referred Clients or prospective
Clients.
Information on the [ ] Jurisdiction, especially
real estate law and immigration issues.
The cooperation is
deemed to be realized according with the following procedure:
The Parties will send each other General information of possible
investment projects, regulations, and operation procedures in
regarding to immigration and real estate including but not limited
to PPT, photos, documents, etc.
The party will start Promoting and referring potential clients
wishing to invest in [ ]/China and
providing information about the investment they would like to make
in accordance to Provision 2
The party will send each other specific information of possible
investments according with the potential clients preferences.
When mutual Clients show interest into the properties or
investments introduced, the Parties will, if necessary, jointly
organize a tour for them to investigate the properties and
investments in [ ]/China or jointly host other kinds of
business events. The commission/cost issues of such activities will
be agreed in advance.
Once a mutual Client selects the corresponding investment, and only
in the event the Client instructs the parties to provide the Legal
Services by signing the agreement referred in Provision 6.2.1. The
Party will send a scanned copy of such agreement duly signed by the
mutual client to the other party for its records.
The mutual Client shall complete the money Laundering Prevention
Protocol set out by each other successfully as a condition for the
party to undertake the Legal Services entrusted.
The mutual Client may requests the Parties support in relation with
the legal services provided by the counter party by signing the
agreement referred in Provision 6.3.1.
SERVICES
For the purpose of Provision 2, Services mean the legal services
provided by parties in connection with the Jurisdiction and the
intermediary services of providing information about possible
investments in each parties’ country during the Cooperation
Period.
For the avoidance of doubt, Legal Services shall mean all legal
assistance and support required for the Mutual Client wishing to
invest in each parties’ country during the Cooperation Period and
in particular those referred in Provision 6.2.1.
SERVICE PERFORMANCE
The Parties must engage in all necessary conducts to provide the
Mutual Clients with the Services as described in Provision 2 of
this Agreement during the Cooperation Period.
The Parties shall provide all personnel who are qualified to
perform the Services, or otherwise engage in assigning other
personnel necessary in providing any of the Services to meet the
needs of the Mutual Clients.
All Services performed by The Parties or the assigned personnel
must abide to the applicable industry standards and any
specifications pertinent to the Services.
DURATION.
The Parties hereby acknowledge that this Agreement becomes
effective upon formal signing by the Parties. Unless terminated by
the Parties in writing, this Agreement shall continue in full force
and effect until the Cooperation Period expires.
Should this Agreement be terminated by either Party by any reason
whatsoever, this Provision shall survive the termination or
expiration of this Agreement and either Party is entitled to its
corresponding fees for their rendered respective Services. For the
avoidance of doubt, the Service Fees shall be proportioned in
accordance to the Services rendered on and until the last day of
Service.
FEES POLICY IN RELATION TO REAL ESTATE INVESTMENTS
For referring and
introducing Clients:
For referring and introducing Clients, the referring commission for
the parties and the legal fees will be agreed case by case and
normally maximum 50% of the legal services fees and 10%
minimum.
For legal services rendered by the Party to mutual
Clients:
The Legal Services provided by The Party to a mutual Client will be
covered by an independent agreement (Engagement Letter) entered
into directly by the party and the Client. This agreement shall
cover the following terms:
Description of the Legal Services to be provided by the party being
the following ones:
Legal due diligence on the investment in order to make sure it is
safe and free of charges or encumbrances.
Legal assistance throughout all the steps necessary to complete the
investment transaction.
Legal advice on the Visa Residence application and any other matter
concerning immigration law.
Fees agreed: preferential rate and decided case by case.
Method of payment: the Client will pay 50% of the legal fees at the
signing of the Engagement Letter and the other 50% following.
Money laundering prevention protocol: before the legal works start
the Clients must have passed the money laundering prevention
protocol successfully.
The Party under no circumstances shall be held liable for the
performance or non-performance for the count-party of any Clients
of such an agreement above mentioned.
CONFIDENTIALITY
Both Parties shall keep the terms of this Agreement confidential at
all times and each party hereto undertakes that it shall not at any
time after the date of this Agreement use, divulge or communicate
to any person (except to its professional representatives or
advisers or as may be required by any applicable law or any legal
or regulatory authority) any information concerning the terms of
this Agreement, and each party hereto shall use his reasonable
endeavors to prevent the publication or disclosure of any such
information.
Other than in the performance of this Agreement, neither Party’s
assigned personnel, shall use or disclose to any person or entity
any Confidential Information of the Mutual Client whether in
written, oral, electronic or otherwise prepared or discovered
either in the performance of this Agreement, through access to the
Mutual Client’s documents, systems or information.
For the avoidance of doubt, the term ‘Confidential Information’
shall include, without limitation, all information relating to the
Mutual Client and / or its’ Associated company, whether original,
duplicated, computerized, memorized, hand-written, or in any other
form which contains information which is of confidential nature
such as:
Trade secrets, known-how, patents, copyrights, trademarks and
technical specifications.
Non-public information concerning financial data, business plans,
valuation models, product development, customer lists, marketing
plans, employee lists, information regarding to distributors,
suppliers, contract details and financial information.
Documents/ information about, business operations, marketing, sales
products, pricing methods and investment research.
Personnel files, performance evaluations, compensation
information.
Any information designated by the Mutual Client as
confidential.
If not otherwise described above, is of such a nature that a
reasonable person would believe it to be confidential and
proprietary.
Both Parties shall protect the Confidential Information with the
same degree of care as they use for their own similar information.
Nothing herein will preclude either Party from using and accessing
any or all the above information provided the same is granted
solely for the purpose of the Party performing the Services under
this Agreement.
The foregoing confidentiality obligations will not apply to
Confidential Information that:
is already known to the Party(s) prior to disclosure; or
becomes a matter of public knowledge through no fault of either
Party(s); or
is disclosed under operation of law; or
is disclosed to the Party(s) with the prior written approval.
Unless otherwise agreed in writing, the obligations under this
Provision shall continue to survive the termination and expiration
of this Agreement.
In the event of a violation or threatened violation of the
terms contained this Provision hereof, the aggrieved party, in
addition to and not in limitation of any other rights, remedies or
damages available at law or in equity, shall be entitled to seek
equitable relief including a temporary and permanent injunction
against the other, or other equitable relief as the court sees fit
and proper.
WARRANTIES
Both Parties hereby represents and warrants to each other
that:
All Services provided shall be of professional quality and conform
to generally accepted industry practices; and
For the avoidance of doubt, the Services and work shall be
“Accepted” if such Services have been performed substantially in
accordance with the standards set forth in Provision 4 above and
are consistent with any specifications as requested by the Mutual
Client. Unless such Services are expressly rejected within the
thirty (30) day period, such Services shall deemed to be ‘Accepted’
and the performance of the same shall allow the service providing
Party be entitled to the corresponding Service Fees for the
Services rendered.
LIABILITIES, DEFAULT AND TERMINATION
The Parties agree that, if any Party commits material breach of any
Provision hereof (‘the Defaulting Party’), or materially fails to
perform any obligation hereunder, such breach or failure shall
constitute a default under this Agreement (‘the Default’), then the
non-defaulting Party shall be entitled to demand the Defaulting
Party to rectify such Default or take remedial measures within a
reasonable period with consideration of the surrounding
circumstances.
If the Defaulting Party fails to rectify such Default or take
remedial measures within such reasonable period or within fifteen
(15) days following the written notice issued by the
non-defaulting Party enclosing rectification requirements, the
non-defaulting Party shall be entitled to decide, at its discretion
to either:
Terminate this Agreement and require the Defaulting Party to
indemnify all the damages; or
Demand the Defaulting party to perform the originally agreed
obligations as set out in this Agreement.
Notwithstanding the termination of this Agreement, this Provision
and those obligations intended to survive termination of this
Agreement shall remain in full force and effect until their
expiration, if any, including but not limited to obligations or
liabilities concerning payment, confidentiality, indemnifications
and governing jurisdiction.
The parties shall not be deemed to be in default of any provision
of this Agreement, nor be liable for any delay, failure in
performance or interruption of Services, resulting directly or
indirectly from acts of God or any such other cause beyond its
control.
FORM OF NOTICE
All notices, requests, demands or other communications between the
Parties shall be done using the following emails and
addresses:
XXXXXX:
Email: XXXX@XXXX.com
Address:XXXXXXXXXX
Email:
Address:
If the aforementioned details are modified during the term of this
contract, the new details are to be provided to the other Party by
any written means for evidence, and attached to the same as an
appendix.
ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties
with respect to the subject matter hereof and supersedes all
previous agreements, representations, and undertakings between the
Parties.
Any provision of this Agreement may be amended or modified in whole
or in part at any time by an agreement in writing between the
parties hereto executed in the same manner as this Agreement. No
failure on the part of any party to exercise, and no delay in
exercising any right shall operate as a waiver thereof nor shall
any single or partial exercise by any party of any right preclude
any other or future exercise thereof or the exercise of any other
right.
EXECUTION OF DOCUMENTS
Each party shall execute such documents, deeds and things as the
other party reasonably requires for completely effectuating the
provisions of this Agreement.
ASSIGNMENT
Neither Party may assign its, his or her rights under this
Agreement without the prior written consent from the other
Party.
GOVERNING LAW & DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance
with the laws of People’s Republic of China and the parties hereby
irrevocably submit to the exclusive jurisdiction of Shanghai
Arbitration committee.
IN WITNESS WHEREOF the Parties have duly executed this Agreement as
of the date first written above.
SIGNED by
_________________________________
Name:
Position: Director
For and on behalf of
SIGNED by
_________________________________
Name: …
Position: …
for and on behalf of XXXXXX
