英文合同

時間：2024-08-23 10:31:42 合同我要投稿

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【實用】英文合同3篇

　　隨著法律觀念的日漸普及，合同的法律效力與日俱增，簽訂合同可以使我們的合法權(quán)益得到法律的保障。那么正式、規(guī)范的合同是什么樣的呢？下面是小編整理的英文合同3篇，供大家參考借鑒，希望可以幫助到有需要的朋友。

【實用】英文合同3篇

英文合同篇1

　　有限公司（以下簡稱甲方）系外商投資經(jīng)營企業(yè)，現(xiàn)聘用（以下簡稱乙方）為甲方合同制職工。根據(jù)《勞動法》和《上海市勞動合同條例》以下簡稱（條例），甲乙雙方本著誠信、平等、協(xié)商的原則，一致同意簽定本合同。

　　(hereinafter referred to as “party A”) is a foreign- invested enterprise and employs xx hereinafter referred to as “party B”) as an employee by contract, according to the“l(fā)abor law” and the “ordinance on shanghai labor contract”, (hereinafter referred to as “regulation”), both parties agree to sign the contract on the principle of good faith, equality and consultation.

　　第一條合同期限 article 1 term of the contract

　　合同有效期限自至止，為期壹年。其中至為試用期。

　　The term of contract starts as from to ; totally one year(s). the probation period thereof is as from to .

　　第二條工作崗位 article 2 work position

　　1乙方應(yīng)從事辦公室經(jīng)理工作。乙方將按照甲方的要求工作。其基本職責(zé)如下:

　　（1）人力資源

　　（2）自德國總部進(jìn)口產(chǎn)品

　　（3）日常辦公室事務(wù)處理

　　（4）觀察收集市場信息

　　（5）客戶服務(wù)

　　（6）會計相關(guān)信息支持

　　（7）銷售團(tuán)隊相關(guān)信息支持

　　（8）倉庫管理，包括貨物和樣品管理

　　Party B shall engage office manager in. party B shall perform his duties according to instructions of party A. party B’s basic duties are detailed as follows:

　　（1）labor management

　　（2）import the products from German headquarter

　　（3）manage the daily office routine

　　（4）monitor and collect market information

　　（5）customer service

　　（6）support accountant with relevant information

　　（7）support the sales team with relevant information

　　（8）warehouse management ,including the goods and samples.

　　2. 甲方因工作安排需要和根據(jù)乙方的工作能力和工作表現(xiàn)，可隨時更改乙方勞動報酬，但應(yīng)在國家法律規(guī)定的范圍內(nèi)。

　　According to the needs of work, the work ability and the work performance of party B, party A can change the income of party B at any time, but subject to the regulations made by the state.

　　3.如果甲方認(rèn)為乙方的工作能力和工作表現(xiàn)不符合本條第1款規(guī)定的工作要求，甲方有權(quán)在任何時候調(diào)換乙方的工作崗位、工作地點及勞動報酬，或解除本勞動合同。

　　If party A thinks that party B’s work ability and work performance can not meet the requirements under item 1 of this article , party A has the right to change party B’s work position, the location of working, the income, or terminate the labor contract at any time.

　　第三條工作條件和勞動保護(hù) article 3 working conditions and working protection

　　甲方須為乙方提供符合國家規(guī)定的安全衛(wèi)生的工作環(huán)境，并向乙方提供必要的勞動防護(hù)用品。

　　Party A shall provide party B with the safe and healthful working environment and essential working protection according to the prc regulations.

　　第四條工作時間 article 4 working time

　　1. 乙方每天和每周工作時間參照甲方有關(guān)規(guī)定。

　　The daily and the weekly working time refer to party A’s relative regulations.

　　2．乙方享有國家規(guī)定的法定節(jié)假日、年假和其他法律法規(guī)和員工手冊規(guī)定的假日。

　　Party B is entitled to mandatory public holidays, the annual leave and other leaves according to laws and regulations and labor handbook.

　　3．乙方為甲方工作滿12個月后，乙方每年可享有10天帶薪休假；工作滿五年后每年享有15天帶薪休假；滿十年后每年享有20天帶薪休假。乙方要休假時，應(yīng)提前壹個月向甲方提出書面申請，得到甲方書面批準(zhǔn)后，乙方才可休假。但員工每年可以享有最多五天的跨年度帶薪休假。跨年度休假必須在第二年第一季度最后一天前休完。

　　After working for party A for 12 months, party B is entitled to 10 days annual leave with full income each year. after working for party A for 5 years, party B is entitled to 15 days annual leave with full income each year. after working for party A for 10 years, party B is entitled to 20 days annual leave with full income each year. when party B wants to have a vacation, party B should provide an application in writing one month in advance. upon the written approval from party A, party B may have a vacation with full income. but party B may enjoy at most five days’ trans- year annual leaves that shall be completed by the last day of march in the next year.

　　第五條勞動報酬 article 5 compensation

　　1. 乙方收入?yún)⒄毡竞贤懈郊?的規(guī)定。甲方實行新的工資制度時，乙方的工資待遇按新的制度予以調(diào)整。

　　The income of party B is set out in appendix i of this contract. the income of party B will be adjusted accordingly when party A carries out a new income system.

　　2. 甲方實行年12個月薪金制，工作滿一年后,每年十二月份發(fā)雙薪。發(fā)薪日為第二個月的5號左右。甲方視乙方在服務(wù)的上一年中的表現(xiàn)和甲方的財務(wù)狀況決定乙方是否享有年終獎金。乙方若在得到年終獎金后的六個月內(nèi)辭職的，應(yīng)在其離開公司前返還其全額年終獎金。 Party A carries out a system of 12 months’ income each year，after he or she have worked for one year,he or she can get the double salary in decmber of each year. the day of payment is about the 5th day of the next month. the annual bonus is subject to party A’s financial situation and party B’s work performance in the previous year. if party B resigns within 6 months after party B received the annual bonus for the previous year, party B shall refund this bonus back to party A before party B leaves the company.

　　第六條勞動保險和福利待遇 article 6 insurance and welfare

　　乙方因生、老、病、傷、殘、死，甲方按國家和地方有關(guān)規(guī)定辦理。

　　If party B gives birth, retires, falls in sickness, is injured, disabled, died, party A shall deal with it according to the national and local regulations relating to birth, pension, sickness, injure, disability and death.

　　第七條勞動紀(jì)律及獎懲 article 7 working regulations, reward and punishment

　　1. 乙方應(yīng)遵守國家的法律法規(guī)，并遵守甲方的各項規(guī)章制度。

　　Party B should abide by the law and regulations and the internal rules made by party A.

　　2. 乙方被依法追究刑事責(zé)任的, 合同自動解除。

　　this contract shall be terminated automatically if party B is accused by criminal charge.

　　3.未經(jīng)甲方書面同意，乙方不得在外兼職，也不能在任何情況下使用或準(zhǔn)許他人使用其為甲方工作期間所獲得的任何信息，包括但不限于，泄漏任何技術(shù)，市場或財務(wù)文件或信息給第三方。任意此類違反將被視為嚴(yán)重違反合同，一經(jīng)發(fā)現(xiàn)，乙方應(yīng)向甲方支付違約金50,000元人民幣。如造成甲方的經(jīng)濟(jì)損失，乙方應(yīng)當(dāng)承擔(dān)賠償責(zé)任。

　　Without the writing approval by party A, party B shall neither have a part time job outside at the same time nor in any form use or permit any person to use any information obtained during the period of its working for party A, including but not limited to, divulging or leaking any technical, market or financial documents or information to any third party. any disobey shall be considered as the serious breach of the contract. once found out, party B shall pay a penalty fee, amounting to 50,000 yuan to party A. if such breach causes the losses of party A, party B shall bear all liability for compensation.

　　4.對于甲方為了業(yè)務(wù)需要給予乙方的預(yù)支款，一般情況下，乙方應(yīng)在預(yù)支后的十個工作日內(nèi)提供甲方要求的結(jié)算憑證，返還剩余預(yù)支款，與甲方完成結(jié)算；無論如何，該預(yù)支款應(yīng)在預(yù)支后一個月內(nèi)結(jié)算完畢。

　　As to the advance granted by party A to party B for the business needs, in the normal case, party B shall provide invoices or bills for settlement required by party A, refund the remainder and complete the settlement with party A within ten working days from the date of the granting; in any event, such advance shall be settled in one month from the date of the granting.

　　第八條合同的解除 article 8 terminate of the contract

　　1. 符合下列情況之一（除了第四項），甲方可以無需事先通知乙方解除本合同:

　　If any following situation (exclusive of item 4) occurs, party A has the right to terminate the contract without the notice in advance;

　　(1)在試用期內(nèi)，甲方可無條件辭退乙方；

　　During the probation, party A may dismiss party B without any reason at any time;

　　(2)甲方認(rèn)為乙方因嚴(yán)重違反勞動紀(jì)律或規(guī)章制度的；

　　Party A thinks that party B seriously violates the working discipline and stipulations;

　　(3) 乙方嚴(yán)重失職、營私舞弊、泄露重要商業(yè)信息；

　　Party B has serious neglect of duty，jobbery or leak out of important business information;

　　(4) 甲方認(rèn)為乙方工作表現(xiàn)及能力不能達(dá)到本合同第二條第一款的要求；

　　Party A thinks that party B’s work performance and ability cannot meet the requirements under article 2 item 1 hereunder;

　　(5) 如果乙方嚴(yán)重違反最新<<員工手冊>>及其他不時制定的規(guī)章制度。

　　If party B seriously violates any rules or regulations set out in the latest version of “l(fā)abor handbook” and internal rules stipulated from time to time.

　　2. 符合下列情況之一的，甲方不得解除本合同，但本合同第八條第一款規(guī)定和法律法規(guī)規(guī)定的情況除外。

　　If any following situation occurs, party A has no right to terminate the contract, but except the situation set out in article 8 item 1 and laws and regulations.

　　(1) 乙方因病或非因工負(fù)傷在規(guī)定的醫(yī)療期內(nèi)。

　　If party B is sick or injured, party A has no right to terminate the contract during the treatment or convalescence period.

　　(2) 實行計劃生育的乙方（指女方）在孕期、產(chǎn)期和哺乳期間。

　　During the period of the pregnant, giving birth and lactation of party B who abide by the birth control regulation of prc.

　　3. 乙方提出辭職的。應(yīng)提前以書面形式向甲方提出申請。未經(jīng)甲方書面批準(zhǔn)，乙方不得辭職。甲方只有在每年下述兩個時期對乙方辭職申請進(jìn)行答復(fù)。該兩個時期為每年五月至六月（針對去年十一月至當(dāng)年四月提出的申請），十一月至十二月（針對當(dāng)年五月至當(dāng)年十月提出的申請）。在甲方批準(zhǔn)乙方的辭職，乙方將工作項目與甲方交接后，并將所使用的所有儀器、工具以完好，清潔，功能正常的狀態(tài)返還給甲方后，方可辦理解除或終止合同的手續(xù)，但是前提是乙方還應(yīng)自甲方接受其辭職后根據(jù)甲方要求，繼續(xù)為甲方工作二個月，除非甲方放棄該權(quán)利。該二個月期滿后，雙方勞動關(guān)系最終解除或終止，乙方所享有的所有待遇如工資都即刻終止，其放棄提出任何經(jīng)濟(jì)要求。如果乙方不按照上述規(guī)定辦理離職手續(xù)，在勞動關(guān)系正式解除前未經(jīng)甲方同意即停止工作或不辦理交接，即視乙方放棄所有根據(jù)法律和合同其享有的權(quán)利和待遇,如休假、任何補(bǔ)償金等,甲方也不再對乙方負(fù)有任何責(zé)任，并有權(quán)追究其違約責(zé)任。

　　If party B wants to resign, she should provide party A with a written application in advance. without the written approval, party B is not allowed to resign the job. party A only makes a reply in response to party B’s application of resignation during the following two periods, which is the period from may to june and the period from november to december each year, respectively. the reply during the period from may to jun each year is made for the application provided in the period from november last year to april this year. the reply during the period from november to december each year is made for the application provided in the period from may to october this year. after party A approves, in writing, the resignation, party B handed over the works it is responsible for to party A and delivered all working tools used by party B in complete, clean, and good condition back to party A, party B can be allowed to go through the procedure of terminating the contract, provided however that per requirements of party A, party B shall continue working for party A for two months as from the date of the acceptance by party A of his resignation, unless party A waives the right of such requirement. when such two months expires, the contract is formally terminated, any claim and right enjoyed or had by party B, such as income claims, shall be deemed as termination or expiration. party B gives up all rights of any claims against party A. if party B fails to handle the procedure of resignation stipulated above, stop working for party A or reject handing over his works to party A without the consent of party A before the formal termination of labor contract, such activities of party B shall be deemed as the waive of any right and claims party B enjoys or provides according to the labor contract and laws, such as holidays and severance payment in all kinds, and therefore party A has no any liability to party B and has the right to take action against it.

　　4．甲乙雙方任何一方提出解除合同，應(yīng)提前壹個月書面通知對方 ( 本合同第8.1和 9.3條規(guī)定的情況除外)。該書面通知原則上應(yīng)由雙方簽字。如接受通知一方不同意簽字，則通知方可將該通知以掛號信的方式郵寄至下述對方地址即視為送達(dá)。但按照本合同第8.1條(1)、(2)、(3)、(5)項規(guī)定解除勞動合同的不必提前通知對方除外。

　　If any party wants to terminate the labor contract, a written notice should be given to the other party 1 month in advance (exclusive of any one of article 8.1 and article 9.3). both parties should sign on this notice in principle. if the party receiving the notice is not willing to sign this notice, the notifying party shall post the notice by registered letter to the other party At the following address, which shall be deemed as delivery. according to any one of article 8. regulation 1. item (1),(2), (3),and (5),a written notice in advance is not required to be given by one party to the other party. party A’s address:

　　第九條雙方約定其他條款 article 9 other provisions agreed by parties

　　1. 在合同期間，所有與甲方雇用有關(guān)或執(zhí)行甲方的任務(wù)或者主要是利用甲方提供的條件所完成的發(fā)明創(chuàng)造和成績，無論是通過腦力或體力，均屬職務(wù)發(fā)明創(chuàng)造，歸甲方所有，未經(jīng)甲方批準(zhǔn)不得以乙方名義申請專利，不得對外公開或交付其他方使用。

　　All inventions and other achievements of party B whatever through intellectual as well as physical, which are made during and in connection with the employment at party A, or for completing the assignment of party A, or by the condition provided by party A, shall be deemed as employment invention and achievement and therefore belong to party A. without the approval by party A, party B shall not apply for patents and make it public and use it by other methods in the name of party B.

　　2. 對于甲方在本合同期內(nèi)向乙方提供的培訓(xùn)，乙方應(yīng)遵守甲方的培訓(xùn)規(guī)定, 并不得向第三方泄露培訓(xùn)涉及的.事宜.

　　For each training provided by party A to party B during the term of the contract, party B shall follow the traininging instructions of party A strictly. any information provided relating to such training is not allowed to be disclosed to any third party.

　　3．乙方掌握甲方生產(chǎn)技術(shù)，專利，經(jīng)營等商業(yè)秘密的，其不得向任何第三方透露任何與上述有關(guān)的信息，即使在合同終止或解除后。如果乙方在要求解除勞動合同時，應(yīng)提前6個月向甲方提出書面申請，以便甲方進(jìn)行必要的崗位調(diào)整，乙方同意在該期間內(nèi)的工資按照調(diào)整后的崗位工資標(biāo)準(zhǔn)計算。

　　Where party B has access to technical, patent or management secrets, it is strictly forbidden for party B to leak out any of these information to any third party, even after termination of this contract. if party B wants to terminate this contract he should notify party A 6 months in advance with written resignation letter so that party A may move the position of party B. party B agrees that during said period, the income of party B is calculated according to the income standard for new position for party B.

　　第十條違約責(zé)任 article 10 breach liability

　　1. 乙方違反本合同第八條第3款和第4款規(guī)定的時限解除勞動合同，必須支付相當(dāng)于乙方一個月收入的賠償金。

　　If party B violates the provisions relating to the time for terminating the contract prescribed in article 8. regulation 3 and 4 to terminate the contract, such party shall pay one-month income of party B to the other party As compensation.

　　2．無論雙方以任何形式解除勞動關(guān)系，乙方必須及時根據(jù)甲方的要求辦理完整工作交接手續(xù)，否則甲方將要求乙方支付相當(dāng)于乙方一個月收入乘以乙方在甲方工作年限數(shù)的賠償金。 Party B shall completely hand over the job in time to party A no matter under which condition to terminating the contract, otherwise party B should pay party A a compensation, amounting to one month income of party B multiplying the amount of years party B has been working for party A.

　　3. 乙方如違反本合同第九條任意一款，乙方必須支付甲方至少50，000元人民幣。

　　If party B violates any regulation of article 9. party B shall pay at least 50,000 rmb a penalty to party A.

　　第十一條勞動爭議 article 11 dispute

　　本合同在上海簽訂. 甲乙雙方發(fā)生勞動爭議時，由爭議的一方或雙方向上海市區(qū)勞動爭議仲裁委員會申請仲裁。

　　this contract is signed by both parties in shanghai. if any dispute arises between party A and party B, the dispute can be solved by applying for arbitration with the district’s labor arbitration committee of shanghai.

　　第十二條其他 article 12 miscellaneous

　　1. 本合同一式二份，甲乙雙方各執(zhí)一份，經(jīng)甲方法定代表人或授權(quán)人簽字和乙方簽字并加蓋甲方公章后生效。兩份合同具有同等的法律效力。雙方間的勞動關(guān)系正式從乙方的招工錄用手續(xù)辦理完畢之日起開始計算。

　　The contract is made in 2 originals, each party holding one. this contract becomes effective upon the execution of the legal representative of party A or authorized persons and party B, together with the company seal of party A. both originals have the same legal force. the labor relationship between both parties shall formally commerce as from the date of the completion of recruitment of party B.

　　2. 本合同簽署后，乙方應(yīng)配合甲方辦理其招工錄用手續(xù)。如因乙方個人原因?qū)е抡泄や浻檬掷m(xù)無法及時辦理完畢，乙方應(yīng)承擔(dān)由此引起的一切后果。

　　After the execution of this contract, party B shall cooperate with party A to handle the procedure of recruitment. in the event that party B’s personal reason causes the failure of completion of such recruitment, party B shall bear all liability incurred.

　　3. 如果與合同條款有關(guān)的國家法律法規(guī)有所變更, 該合同其他部份將繼續(xù)有效。

　　If any clause or regulation of this contract is or will become invalid due to the change of national laws and regulations, the rest of this contract will remain valid.

　　4．甲方不時制定或修改的規(guī)章制度及《員工手冊》是本合同的組成部分。

　　The internal rules and employee handbook stipulated or modified by party A from time to time constitute a part of this contract.

　　甲方: party A: 代表: representative: 蓋章: stamp

　　乙方 party B: 身份證號碼

英文合同篇2

　　年（征求意見稿）中國棉花協(xié)會制定 ,替代20xx年5月版本)

　　(20xx 月起生效

　　中國棉花協(xié)會

　　進(jìn)口棉花買賣合同

　　合同編號: 日期: 買方: 賣方: 地址: 地址: 電話: 電話: 傳真: 傳真: 電子郵件：電子郵件：

　　代理（買方）：代理（賣方）：地址：地址：電話：電話：傳真：傳真：電子郵件：電子郵件：

　　本合同由買賣雙方訂立，根據(jù)本合同規(guī)定的條款，買方同意購買、賣方同意出售下述商品:

　　1 商品

　　產(chǎn) 地：

　　生產(chǎn)年度：

　　類別： ?細(xì)絨棉?長絨棉

　　加工方式： ?鋸齒棉?皮輥棉

　　2 品質(zhì)/規(guī)格

　　級別:? USDA通用棉花標(biāo)準(zhǔn)

　　? 憑小樣（小樣型號）

　　? 其它

　　長度: （英寸，毫米）

　　馬克隆值: NCL

　　斷裂比強(qiáng)度值: 最小值 GPT(克/特克斯)

　　3 重量

　　（1）凈重：（? 噸，? 磅），其中：1噸=2204.6磅

　　（2）回潮率（最高為8.5%）

　　（3）溢短裝率：（默認(rèn)值為3％）

　　4 價格

　　單價：（美分/磅），總價:（美元）

　　價格條件：

　　5 付款

　　?信用證 ? 憑單托收 ? 其它

　　6 裝運(yùn)/交貨

　　7 品質(zhì)、重量檢驗

　　貨物到目的地后由CIQ檢驗，其出具的品質(zhì)檢驗證書和重量檢驗證書，作為買賣雙方結(jié)算和索賠的依據(jù)。

　　8條款適用

　　本合同適用《中國棉花協(xié)會進(jìn)口棉一般條款》。

　　9 仲裁

　　凡因本合同引起的或與本合同有關(guān)的任何爭議，雙方同意提交：

　　?中國國際經(jīng)濟(jì)貿(mào)易仲裁委員會[CIETAC]；

　　? 國際棉花協(xié)會[ICA];

　　? 其它仲裁機(jī)構(gòu) ；

　　按照申請仲裁時該仲裁機(jī)構(gòu)現(xiàn)行有效的仲裁規(guī)則進(jìn)行仲裁。 10 其它約定

　　買方簽字: 賣方簽字: 日期：日期：

　　中國棉花協(xié)會

　　進(jìn)口棉一般條款

　　（20xx年月起生效）

　　1 定義

　　條款中,下列詞語的.含義如下:

　　? CIQ：中國出入境檢驗檢疫機(jī)構(gòu)。

　　? USDA：美國農(nóng)業(yè)部。

　　? ICE：紐約洲際交易所。

　　? NCL：不允許超出控制界限。

　　? 通知：指采用電報、信函、傳真、電子郵件等方式告知對方。 ? P級：指以USDA通用標(biāo)準(zhǔn)為依據(jù)，位于上下相鄰品級之間的1/2級，即：SMP位于GM和SM級之間，MP位于SM和M之間，依次類推。

　　? 問題棉包：指霉變、水漬、油污和火燒的棉包；或者混有非棉物質(zhì)、棉短絨、廢棉、危害性雜物的棉包；或者含有一定數(shù)量不同品級、不同長度或不同顏色類型棉花的棉包。 ? 到岸重量：指貨到目的地后，由CIQ檢驗確定的落地重量。 ? 溢短裝率：指發(fā)票重量與合同重量的差異部分占合同重量的百分率。

　　? 回潮率：指棉纖維中所含水份的重量，占其纖維完全干燥時重量的百分比。

　　? 國際通用貨包：指根據(jù)國際標(biāo)準(zhǔn)化組織制定的ISO8115的規(guī)

英文合同篇3

　　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 writ

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