英文合同

2022-08-07 合同范本

　　随着人们法律观念的日益增强，我们用到合同的地方越来越多，签订合同是减少和防止发生争议的重要措施。知道吗，写合同可是有方法的哦，以下是小编为大家收集的英文合同7篇，供大家参考借鉴，希望可以帮助到有需要的朋友。

英文合同篇1

　　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 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 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 with all the technical service reports and relevant documentation within the Scope of Technical Services and within 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 Client’s personnel with 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 shall 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 Client 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 Client has received the following documents provided by Consultant and found them in order.

　　A. Ten (10) copies of technical service report on Item 2;

　　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 Client has received the following documents provided by Consultant and found them in order.

　　A. Ten (10) copies of technical service report on Item 3;

　　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 Client has received the following documents provided by Consultant and found them in order.

　　A. Ten (10) copies of technical service report on Item 4;

　　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 Client 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 _____ is:

　　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; and

　　D. Technical service report on Item 4: ________months after effectiveness of the Contract.

　　4.2 Consultant shall inform Client by fax when the Technical service reports are airmailed to Client indicating the date and number of airway bill. Client shall 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 Client with satisfactory services within the scope of work described in Appendix 1 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 1.

　　7.3 The Consultant‘s guarantee liability shall expire _____ months after its consultancy service is finally inspected and accepted by Client, or after final payment is made.

　　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 4; 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;

　　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 Sub-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 Correspondence 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.

　　Article 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 part of 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: __________________________________________.

英文合同篇2

　　FOB CRUDE OIL SALES AGREEMENT

　　离岸原油销售协议

　　This is to confirm the Agreement between us as follow:

　　我们之间的协议现来确认如下：

　　Parties:

　　当事人：

　　SELLER- SAUDI ARABIAN OIL COMPANY, A COMPANY WITH LIMITED LIABILITY ORGANIZED UNDER THE LAWS OF THE KINGDOM OF SAUDI ARABIA

　　卖方：沙特阿拉伯石油公司，一家依照阿拉伯法律下的有限责任公司。

　　BUYER- A COMPANY INCORPORATED UNDER THE LAWS OF买方：国家法律下的股份有限公司

　　Term of Agreement

　　合同条款

　　This Agreement shall be effective as of and shall continue tin effect through and including with automatic one-year extensions thereafter unless terminated at the option of either party,other than for cause,upon at least sixty(60)days written notice prior to the expiration of the original term or,if applicable,any subsequent anniversary date.

　　此合同自。。起开始生效。若双方未提出终止合同，该合同将自动延期一年。在终止期前至少60天开出书面证明原始条款有效，如果适用的话,其后任何年均可继续生效。

　　Grade,Quantity and Quality:

　　数量和质量等级

　　3.1 Subject to availability and the production policies determined by the

　　Government of the Kingdom of Saudi Arabia,SELLER shall deliver and sell to BUYER and BUYER shall lift or receive and buy from SELLER a total of ｛ quantity in numbers and words｝

　　Barrels per day of Arabian Light crude oil, minus up to ten percent(10%)if BUYER s or SEELERs option,or plus up to ten percent (10%)if BUYER so requests and SELLER agrees. Additional volumes of crude oil of similar or different grades may be delivered under this agreement as the parties may from time to time agree.

　　依据由沙特阿拉伯政府出台的有效相关产品政策，卖方应该将货物发送并卖给买家，买家也应该接受并且同意接手从卖方手里买的总数{插入数量的数字和文字}-------阿拉伯轻质原油，数量的上下幅度为总数量的10%。如果买家这样要求并且卖家同意的话。额外大量的原油同品级的或是不同品级的将会遵从买卖双方的意愿按照合同的要求发货。

　　The availability of each grade of crude oil specified in Paragraph 3.1 will be advised by SELLER from time to time in accordance with the production policies of Government of the Kingdom of Saudi Arabia. Subject to availability, and underless otherwise mutually agreed, the quantitied of each grade of crude oil to be lifted or received and purchased by BUYER during the term of this Agreement shall be spread over the term of this Agreement as evenly as practicable.

　　每个可用的原油等级的表述在条款3.1，根据沙特王国的生产政策通知给卖方。双方同意，每个品级的原油数量被买房收到和被购买的，在被协议期限之内，将会遍及又很轻的实用性的条款。

　　Notwithstanding anything to the contrary contained else where in this Agreement and without prejudice to any other rights or remedies available to SELLER hereunder if at any time BUYER,for at any reason other than force majeure(as defined in Paragraph 11.6)or a reason attributable to SELLER, fails

　　to lift or receive and purchase quantities of crude oil in accordance with this Paragraph 3, SELLER may at one time or from time to time thereafter, at its sole discretion, and upon notice to BUYER, reduce any or all quantities and grades of crude oil which BUYER would have otherwise been entitled to lift and buy.

　　尽管任何相反的1包含在这个协议和其他地方不影响其他权利或补救措施提供本协议项下卖方有任何时候,如果买方在任何理由,不可抗力除外)项所定义的(11.6)或一个原因致使卖方不能提升,或接受和购买数量的原油依照本第三项规定,卖方可以在同一时间或从时间,以时间之后,行驶他的自由决定权,在通知买方,减少任何或全部数量、等级的原油,否则会被买方有权解除选购。

　　The quality of each grade of crude oil delivered hereunder shall be the usual quality of that grade being made available by SELLER at the time of loading of the crude oil at the SELLER's loading port in Saudi Arabia. SELLER warrants that it has good and marketable title to the crude oil, free and clear of all charges, liens and encumbrances but THERE ARE NO GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE CRUDE OIL, FOR ANY PARTICULAR PURPOSE OR OTHERWISE, WHICH EXTEND BEYOND THE DESCRIPTION OF THE CRUDE OIL AND ANY SPECIFICATIONS THEREFOR CONTAINED IN THIS AGREEMENT.

　　每个品级质量的原油是日常质量的，由卖方在装船原油卖方装运港美国在沙特的卖方的装运港。卖方保证具有良好的所有权与市场的原油、自由和明确的、留置物的所有指控,但没有及抵押担保或保证,明示或暗示,适销,或适度性的原油、适合于某特殊目的性或其他的描述,超越了微生物对原油的任何规格因此包含在本协议。

　　Price:

　　4.1 The price per barrel of each grade of crude oil to be sold hereunder shall be the average of the means of Oman and Dubai crude oil quotations (as

　　published in Platt's Crude Oil Marketwire under the heading "Spot Assessment") for the entiremonth in which the Bill of Lading date falls, plus or minus a differential for each grade to be provided by SELLER to BUYER as per Paragraph 4.2.

　　每个品级的原油的每桶价格买的价格将会取阿曼和迪拜的原油报价的均值的平均数。（正如在泼辣托市场上的点评估标题下的），一整个月的提单在日落期，加或减一个不同对于每个品级的由卖方提供给买方如段落4.2中的。

　　On or before the fifth (5th) day of each month, SELLER shall notify BUYER of the differential to be used to determine the price per barrel of each grade of crude oil for sale under this Agreement during the following month ("Scheduled Month of Delivery"). Within five (5) calendar days after receipt of SELLER's notification as set forth in the preceding sentence, BUYER may elect to terminate this Agreement by delivering written notice thereof to SELLER. Unless BUYER elects to terminate this Agreement in accordance with the immediately preceding sentence, the price differential notified by SELLER shall apply. Termination by BUYER in accordance with this Paragraph 4.2 shall be effective as of the first day of the month following SELLER's receipt of BUYER's notice; provided, however, that termination under this or any other provision of this Agreement shall not affect the parties' rights and obligations with respect to deliveries of crude oil under this Agreement which were made prior to the effective date of termination; and further provided that in the event of termination hereunder or expiration of the Agreement, this Agreement shall remain in effect with respect to all crude oil for which delivery has been confirmed pursuant to Paragraph 6. The differential applicable to such crude oil shall be the differential which was in effect during the month prior to termination.

　　每个月第五天或是第五天之前，卖方需通知买方，习惯于决定每个品级的原油的每桶的价格在协议下的下一个月的销售（预订交货月）。在收到如前所

　　述的内容卖方在五个日历天之内通知，买家可能选择终止合同，通过发送书面证明的方式由此发给卖方。除非买方根据前述的内容终止协议，通知卖方的价格差异将被申请。由买方根据段落4.2的终止将会有效，自当月的第一天起根据卖方收到买方的通知为准，假使，然而，在规定条款下的此终止将不会影响到当事人的权利和义务希望原油按照合同的要求运送，在生效期前终止；如果是，在有效期内终止合同，合同将保持有效考虑到原油的运送确定依照段落6.在终止期前一直有效。

　　If delivery is at Yanbu, BUYER shall pay, in addition to the price calculated in accordance with Paragraph 4.1, the East-West Pipeline transit fee, currently U.S. $0.25 (twenty-five U.S. cents) per barrel.

　　如果是在yanbu卸货，买家将会付款，额外价格的计算将会根据段落4.1，中东管道运输费，当前为每桶0.25美元（25美分）

　　Should issuance of the Bill of Lading occur before or after the Scheduled Month of Delivery, the price of such cargo shall be calculated using the differential that would have applied had issuance of the Bill of Lading occurred in the Scheduled Month of Delivery; however, the Oman and Dubai Prices shall be calculated with reference to the Bill of Lading date, as set forth in Paragraph 4.1.

　　签发提单应该在预期装运之前或是之后，运价将会计算使用不同的应该被申请的已经签发的提单；然而，阿曼和迪拜价格将会按照提单的日期来计算，如前所述的段落4.1

　　Payment:

　　支付条款；

　　5.1 Payment for each parcel of crude oil sold shall be made in the full amount of SELLER's telexed or faxed invoice without discounts or deductions by BUYER to SELLER via electronic transfer in immediately available funds in U.S. Dollars to SELLER's account as follows:

英文合同篇3

　　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.

英文合同篇4

　　出口合同

　　Sales Contract

　　编号：

　　No. :

　　签约地点：

　　Signed at:

　　日期：

　　Date:

　　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

　　1. Name， Specifications and Quality of Commodity:

　　2．数量

　　2. Quantity：

　　3．单价及价格条款

　　3. 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《20xx年国际贸易术语解释通则》（INCOTERMS 20xx)办理。)

　　The terms FOB，CFR，or CIF shall be subject to the International Rules for the Interpretation of Trade Terms (INCOTERMS 20xx) provided by International Chamber of Commerce (ICC) unless otherwise stipulated herein.)

　　4．总价

　　4. Total Amount:

　　5．允许溢短装

　　5. More or Less:＿＿＿%。

　　6．装运期限

　　6. 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

　　7. 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

　　8. Packing：

　　9．保险

　　9. 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

　　10. 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。

　　11. 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．争议的解决

　　12. Dispute Resolution:

　　凡因本合同引起的或与本合同有关的任何争议，均应提交中国国际经济贸易仲裁委员会，按照申请仲裁时该会现行有效的仲裁规则在南京进行仲裁。仲裁裁决是终局的`，对双方均有约束力。

　　Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission for arbitration which shall be trialed in Nanjing and conducted in accordance with the Commission’s arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.

　　13．通知：

　　13. 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。

　　All notice shall be written in _____ and served to both parties by fax/e-mail /courier according to the following addresses. If any changes of the addresses occur， one party shall inform the other party of the change of address within ____ days after the change.

　　14．本合同为中英文两种文本，两种文本具有同等效力。本合同一式 _____ 份。自双方签字（盖章）之日起生效。

　　14. This Contract is executed in two counterparts each in Chinese and English， each of which shall be deemed equally authentic. This Contract is in _____ copies effective since being signed/sealed by both parties.

　　卖方签字：买方签字：

　　The Seller: The Buyer:

英文合同篇5

　　SALES CONTRACT

　　Whole Doc.

　　No：

　　Date：

　　For Account of：

　　Indent No：

　　This contract is made by and between the Sellers and the Buyers； Whereby the Sellers agree to sell and the Buyers agree to buy the undermentioned goods according to the terms and conditions stipulated below and overleaf：

　　（1） Names of commodity （ies） and specification（s）

　　（2） Quantity

　　（3） Unit price

　　（4） Amount

　　TOTAL：

　　__________% more or less allowed

　　（5） Packing：

　　（6） Port of Loading：

　　（7） Port of Destination：

　　（8） Shipping Marks：

　　（9） Time of Shipment： Within ____________________days after receipt of L/C， allowing transhipment and partial shipment.

　　（10） Terms of Payment：

　　By 100% Confirmed， Irrevocable and Sight Letter of Credit to remain valid for negotiation in China until the 15th day after shipment.

　　（11） Insurance：

　　Covers all risks and war risks only as per the Clauses of the People's Insurance Company of China for 110% of the invoice value.

　　To be effected by the Buyer.

　　（12） The Buyer shall establish the covering Letter of Credit before _________； failing which， the Seller reserves the right to rescind this Sales Contract without further notice， or to accept whole or any part of this Sales Contract， non-fulfilled by the Buyer， of to lodge claim for direct losses sustained， if any

　　（13） Documents： The Sellers shall present to the negotiating bank， Clean On Board Bill of Lading， Invoice， Quality Certificate issued by the China Commodity Inspection Bureau or the Manufacturers， Survey Report on Quantity/Weight issued by the China Commodity Inspection Bureau， and Transferable Insurance policy or Insurance Certificate when this contract is made on CIF basis.

　　（14） For this contract signed on CIF basis， the premium should be 110% of invoice value. All risks insured should be included within this contract. If the Buyer asks to increase the insurance premium or scope of risks， he should get the permission of the Seller before time of loading， and all the charges thus incurred should be borne by the Buyer.

　　（15） Quality/Quantity Discrepancy； 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 organizations and/or Post Office are liable.

　　（16） The Seller shall not be held liable 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.

　　（17） Arbitration：

　　All disputes in connection with this contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached， the case may 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. 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. Arbitration fee shall be borne by the losing party. Or arbitration may be settled in the third country mutually agreed upon by both parties.

　　（18） The Buyer is requested always to quote THE NUMBER OF THE SALES CONTRACT in the Letter of Credit to be opened in favour of the Seller.

　　（19） Other Conditions：

　　Seller： Buyer：

英文合同篇6

　　Employment Contract

　　甲方(用人单位)：

　　Party A：

　　地址：

　　法定代表人：

　　乙方(劳动者)：

　　Party B:

　　身份证号码：

　　ID No：

　　住址：

　　依照《中华人民共和国劳动法》有关规定，结合本公司实际，甲乙双方本着平等、自愿、协商一致的原则达成如下协议

　　According to the Labor Law of PRC China, Party A and Party B agree as follows:

　　一、合同期限 Contract Period

　　本合同期______年__ 月 __日起至______年 ___月___日或本合同约定终止条件出现时止。

　　This agreement is valid from (Y/M/D) until (Y/M/D) or terminated by either party

　　二、工作内容和工作时间 Responsibility & working hours

　　1. 甲方聘请乙方担任部门职务,详见职务说明书。

　　Party B's Department: Party B's position:

　　Please refer to the job description for details.

　　2. 乙方须完成甲方安排的生产(工作)任务

　　Party B must accomplish his/her regular work and additional assignments on time

　　3. 每天工作8小时，每周工作共40小时。

　　There are 8 working hours a day, 40 working hours a week.

　　4. 甲方如因业务拓展变化需要对乙方的工作岗位及工作区域进行调整，乙方应当接受。如因甲方公司业务扩展需要或公司合并分立等变更，乙方同意按照法律规定延续此合同，并接受甲方安排，在____(某地区)工作。

　　If Party A needed to adjust Party B’s position and working area for business development variety, Party B should accept it.

　　三、工资 Salary

　　乙方每月的基本工资：RMB 绩效工资：RMB 综合福利金：RMB ，工资总额为RMB 元(该金额尚未扣除税金、住房费用以及社会保险中个人应缴的部份)，另甲方予以乙方工资总额7%的住房公积金(如法律规定住房公积金缴交基数有上限，则依照法规执行)。试用期满，经考核后,根据考核结果确定是否正式录用，正式录用后薪金保持不变。甲方将视公司的盈利情况和乙方的考核结果，于每年的三月份进行薪金调整。

　　Party B's monthly total revenue (before the deduction of tax, housing fund, social insurance paid by individual) each month would be RMB______ , including base wage RMB______ performance salary RMB_______and social welfare RMB______, And Party A will offer Party B 7% housing fund base on the total revenue, or any upper limit set by the local authority, whichever is the lower. After probation total revenue would be unchanged. Party B's salary will be reviewed annually in March and adjusted in light of Party B's performance and prevailing conditions.

　　四、工资的发放 Payment

　　甲方于每月_____日前通过银行转帐支付发放上月工资。

　　Salary will be paid to Party B's account by T/T before the ____th of the following month.

　　五、超时工作 Over Time

　　乙方应致力于提高工作效率，按时完成生产、工作任务。如因特殊情况需要加班，可自行安排。如乙方希望通过自行安排加班取得加班费，则乙方必须在加班前四小时填写加班申请表呈总经理审批。否则，视为无效加班，详见《员工手册》。

　　Party B must try his best to increase the working efficiency to meet Party A's requirement. If there are special circumstances that Party B has to work overtime, Party B can arrange by themselves. If Party B requests OT payment, he/she must fill in the OT application form and have it approved by GM. OT Application Form without authorized signature is not valid.

　　六、加班费 OT Compensation

　　乙方经甲方批准在工作日加班，甲方必须支付给乙方基本工资150%的报酬;休息日被安排工作而甲方又不能够给予乙方同等时间的补休，则甲方须支付给乙方基本工资200%的报酬;若在国家法定休假日被安排工作,甲方付给乙方基本工资300%的报酬。

　　If Party B works over time and has approved by Party A, he/she will be offered the same period of compensation leave or OT salary according to Labor Law of PRC China.

　　七、假期与福利 Holiday & Benefits

　　1. 有薪国家法定假日 Statutory Holiday of PRC China with pay

　　2. 有薪婚假/产假/丧假 Leave for Marriage, Maternity and Mourning with pay.

　　3. 有薪年假 Annual leave with pay

　　4. 社会保险 Social Insurance

　　5. 年度奖金Annual bonus (based on the months worked with party A at the rate of one month’s wage for each full year worked. )

　　详情请参照《员工手册》Please refer to Party A's employee manual for detail info.

　　八、劳动纪律 Discipline

　　乙方应严格遵守甲方制定的各项规章制度和劳动纪律(详请请参照《员工手册》执行)

　　Party B shall strictly obey Party A’ regulations and discipline. Please refer to Party A's employee manual.

　　九、保密协议 Confidentiality

　　乙方需严格保守工作过程中接触和了解到的公司商业秘密(包括生产技巧、工艺流程、技术秘密、管理方法、产销策略、货源情报、设计图纸、成本价格和客户资料)，否则将受到行政处罚(如无条件解雇、赔偿等);触犯刑法的，甲方将有权移交司法机关处理。乙方调离甲方，应得到甲方同意，并将所有商业秘密资料移交甲方，同时承担不向外泄露的义务，并保证半年内不得利用甲方商业秘密在生产同类且与甲方有竞争关系的产品的其他企业内任职。否则，甲方有权要求乙方赔偿因此而带来的一切经济损失。

　　The recipient shall undertake the obligation to keep confidential, in accordance with the scope and duration agreed upon by both parties, the technical secrets contained in the technology provided by the supplier, which have not been made public.

　　十、合同终止 Termination

　　1. 终止本合同条件 Termination conditions

　　A. 试用期间，双方皆可即时通知对方解除本合同;

　　During the probation period, either side can terminate the contract by immediate effect.

　　B. 试用期满后，任何一方欲解除合同，须提前三十日以书面形式通知对方。否则，违约方须向守约方支付违约金(违约金为乙方一个月的工资)，若造成守约方经济损失的，应依法承担赔偿责任。

　　Either side can terminate the contract by giving 30 days notice in written form after probation period.

　　2. 甲方在下列情况下可随时直接地通知乙方解除本合同，无须履行任何法定义务和手续，无须向乙方补偿If any case of the following circumstances, Party A has the right to inform Party B rescission of the contract：

　　A. 乙方在试用期间达不到甲方的要求;Party B’s performance can’t meet Party A’s requirement.

　　B. 乙方严重失职，给甲方利益造成重大损失的;

　　The other party has breached the contract, to the extent that such breach has seriously affected the economic benefits expected when concluding the contract

　　C. 违反甲方有关规定，应予开除的，详情请参照《员工手册》执行。The condition agreed on in the Party A's employee manual for rescission of the contract has arisen

　　3. 乙方在下列情况下终止本合同不需向甲方补偿

　　If any one of the following circumstances, Party B has the right of inform Party A rescission of the contract without any compensation：

　　A. 被非法限制人身自由的手段强迫劳动的;

　　Party B is forced to work by illegal means.

　　B. 未按本合同约定支付劳动报酬或劳动条件的;

　　Party B cannot get the salary or working conditions which agreed in the contract.

　　十一、甲、乙双方须共同遵守国家有关法规以及甲方《员工手册》的有关规定。

　　Both Party A and Party B shall obey the related regulation of PRC China and Party A's employee manual.

　　十二、本合同自甲方盖章、乙方签署之日起生效。

　　This contract shall come into effect since both sides sign their names.

　　十三、本合同以中文版本为准，合同一式二份，甲、乙双方各执一份。

　　N.B. In case of divergence, the Chinese texts shall be regarded as authentic. Two originals, one for Party A, the other one for Party B.

　　甲、乙双方签署同意以上条款The above terms is agreed by:

　　甲方(Party A)：签署日期(Date)：

英文合同篇7

　　为保护双方的商业秘密，本着公平合理、平等互利的原则，双方经友好协商达成如下保密协议：

　　To protect commercial secretes of Party A and Party B hereof，following the principle of fairness, equity and mutual benefit, the two parties involved hereby reach this non-disclosure agreement:

　　1、甲方提供给乙方的任何资料均属于甲方的商业秘密，乙方负有保密义务。乙方负有保密义务的甲方商业秘密的范围包括但不仅限于如下陈述对象：

　　All the information provided by Party A to Party B are in the scope of commercial secrets, and Party B has the obligation to keep them confidential. The scope of commercial secrets of Party A that Party B has the obligations to keep confidential includes but is not limited to the followings:

　　1.1模具合同（包含品种，规格，数量、价格因素，交期等信息）、模具检验标准及产品检验标准；

　　mold contract (including variety, specification, quantity and price factor, delivery date, etc.), mold inspection standard and product inspection standard;

　　1.2与产品零件有关的任何资料、参数、图纸、夹具、工装等；

　　All information, parameters, drawings, fixtures and tools concerning parts of the product;

　　1.3涉及甲方产品的外观、功能等方面的模型、样机；

　　models and samples of products concerning appearance and function of Party A;

　　1.4任何标明具有“OPPO”或者等效标识的产品，包括IC卡，LCD显示屏，包装材料如彩盒、说明书、手提袋、广告制品、外壳等；

　　Any product marked with “OPPO” or equivalent signs including IC card, LCD display, packing material such as color dispenser, product manual, handbag, advertising product and casing;

　　1.5甲方提供的模具技术、模具专利、产品专利、开发的系统流程；

　　mold technology, mold patent, product patent and system flow of development provided by Party A;

　　1.6在乙方正在生产的甲方的模具状况、生产机型、订单明细（包括颜色、数量、交期等）等细节；

　　Information of mold produced by Party B, product model, detailed information of purchase order (including color, quantity and date of delivery) of Party A, etc.;

　　1.7甲方未上市机型的外形、造型、配色、试模样品（包括试模的素材、涂装样品）等原始技术资料、实物；

　　Original technical data and actual product of Party A concerning appearance, industrial design, color matching, trial product of mold (including elements of trial mold and sample of coating) of the model that have not entered market yet;

　　1.8其他甲方拥有知识产权结构设计方案及带有甲方专属LOGO的资料、实物。

　　Other structure design schemes to which Party A owns intellectual property rights, and information and actual product with exclusive LOGO of Party A;

　　2、对甲方上述商业秘密，乙方承担以下保密义务：

　　Party B has the following obligations to keep the abovementioned commercial secretes of Party A confidential:

　　2.1主动采取加密措施对上述所列及之商业秘密进行保护，防止任何第三者知悉及使用；

　　Take active measures to protect the abovementioned commercial secretes in case they are learnt or used by a third party;

　　2.2保证接触甲方商业秘密的员工不泄露知悉的甲方商业秘密，保证非接触甲方商业秘密的员工不得刺探或者以其他不正当手段（包括利用计算机进行检索、浏览、复制等）获取甲方的商业秘密；

　　Ensure that all the employees of Party B to whom disclosure of commercial secrets of Party A is to be made will not have the commercial secrets disclosed, and ensure that all the employees of Party B for whom the commercial secrets of Party A are inaccessible shall not detect or obtain in illegal method (including but not limited to searching, browsing and copying on computer);

　　2.3不得向任何第三者披露甲方的商业秘密；

　　Do not disclose the commercial secretes of Party A to a third party;

　　2.4乙方除为履行义务且经甲方事先同意外，均不得为自己或他人之利益直接或间接使用上述机密资料及知识产权；

　　Unless for performing obligations specified in the agreement and with prior consent from Party A, Party B shall not directly or indirectly use the abovementioned confidential information and intellectual property rights for benefits of Party B or anyone else;

　　2.5不得允许（包括出借、赠予、出租、转让等行为）或协助任何第三方使用甲方的商业秘密；

　　Do not permit (including lending, presenting, releasing, transferring, etc.) or assist a third party in using the commercial secrets of Party A;

　　2.6乙方了解甲方设有专门的对外发言及讯息披露制度，也承诺严格遵守该发言及讯息披露制度；

　　Party B acknowledges that Party A has set up special system of public statement and information disclosure, and promises to strictly abide by this system;

　　2.7不论因何种原因终止与甲方合作后，都不得利用甲方的商业秘密为其他与甲方有竞争关系的企业（包括自办企业）服务；

　　In case of termination of cooperation with Party A due to any reason, Party B shall not use the commercial secretes of Party A to provide service to the enterprise in competition with Party A (including self-invested enterprises);

　　2.8乙方所占有、使用、监督或管理的与甲方知识产权有关的资料、机密资料均为甲方财产，应于合作结束时悉数交还甲方，未经许可不得自行复制、传真、利用网络对外传送等。

　　All the related information and all the confidential information concerning intellectual property rights of Party A possessed, used, supervised or controlled by Party B, are under ownership of Party A, and shall all be returned to Party A at termination of cooperation. All the information are prohibited to be copied, faxed and transmitted through network in case of no authorization;

　　2.9乙方同意甲方商业秘密之界定范围，无论故意或过失、无论以任何形式泄露甲方商业秘密均属违法行为，甲方有权视违法情节和危害程度，采取向警方报案、采取强制措施、追究刑事责任等非常手段。

　　Party B agrees on the scope of commercial secretes specified by Party A. Disclosure of the commercial secretes of Party A in any form purposely or by fault is illegal. Party A has the right to report to the police, take compulsory measures and claim for criminal responsibility based on illegal condition and harm extent.

　　2.10乙方如发现甲方的商业秘密被泄露或者自己过失泄露秘密，应当采取有效措施防止泄密进一步扩大，并及时向甲方报告。

　　When Party B finds that the commercial secretes of Party A are disclosed or divulged for fault of Party B, Party B shall take effective measures to stop further disclosure and timely report to Party A;

　　2.11本协议规定的商业秘密所有权始终全部归属甲方，乙方不得利用自身对属于甲方商业秘密资料的不同程度的了解申请知识产权，在本协议签订前乙方已依法具有某些所有权者除外。

　　All the commercial secretes specified in this agreement are under the ownership of Party A, and Party B shall not apply for intellectual property rights by making use of learning about the commercial secretes of Party A it has learnt to any extent, those legally owned by Party B before signing this agreement excluded.

　　3、甲方保密义务： Non-disclosure obligations of Party A:

　　对于乙方提供甲方的样品、DEmO板，测试检验工装/软件、图纸、规格书等，甲方亦有责任根据乙方的要求，对等地遵守保密协议。

　　Based on requirements of Party B on the sample, DEmO panel, test and inspection tool/software, drawing, specification etc. provided by Party B to Party A, Party A accordingly has the obligation to keep them confidential as per this non-disclosure agreement.

　　4、保密期限 Term of non-disclosure

　　甲、乙双方确认，乙方的保密义务自本协议签订时开始，直至甲方主动公开该保密信息时止。乙方是否继续与甲方合作，不影响保密义务的履行。

　　Party A and Party B hereof confirm that non-disclosure obligations of Party B come into force on signing of this agreement till the confidential information is voluntarily disclosed by Party A. Whether Party B will continue further cooperation with Party A or not will not affect the performance of non-disclosure obligations by Party B;

　　5、违约责任 Responsibility for breach of contract

　　5.1如乙方未履行本协议规定的保密义务，乙方需支付人民币伍拾万元的违约金，违约金不足以弥补甲方损失的，甲方有权要求乙方赔偿损失。

　　Provided Party B fails to perform non-disclosure obligations stipulated in this agreement, Party B shall pay RmB500, 000 as compensation for breach of contract. In case that the compensation for breach of contract is not sufficient to compensate for the losses of Party A, Party A has the right to claim against Party B for the insufficiency.

　　5.2乙方违反保密协议，甲方有权采取包括扣款、停止支付货款、取消供应商资格、依法追究所有损失等一切合法行动维护甲方的所有权益。

　　If Party B violates this non-disclosure agreement, Party A has the right to take all legal actions including deducting payment, suspending payment, cancelling supplier qualification, legally claiming for all the losses etc. to defend all the rights and interests of Party A.

　　6、特别条款 Special Provisions

　　6.1对于甲方专用物料（如塑胶外壳，五金外壳，按键，镜片，电池，触摸屏，耳机，充电器，数据线、彩盒、说明书、手提袋、广告制品等，），乙方应妥善管理，不得以任何形式外流至假货市场或其它损害甲方利益的场所。如查证物料确实从乙方处外流，乙方应向甲方支付每次伍拾万圆人民币的违约金；情节严重者，甲方有权利不予支付乙方未付货款并取消乙方的供应商资格，同时追究乙方法律责任。

　　Party B shall properly keep the special materials of Party A (e.g. plastic casing, hardware casing, key, lens, battery, touch screen, earphone, charger, data cable, color dispenser, product manual, handbag and advertising product), and shall not have them flow into false product market or other places harmful to Party A. If it is verified that materials have flown out from Party B, Party B shall pay Party A RmB500,000 for each outflow as compensation for breach of contract; in case of serious outflow, Party A has the right to make no payment for the paid balance of Party B and cancel the qualification of Party B as a supplier, and Party B shall be investigated for legal responsibility.

　　6.2 对于上述甲方专用物料，乙方不得以何形式提供给其他个人（甲方样品阶段乙方提供给甲方工程师签样除外）。如甲方查证物料确实从乙方流出，乙方应向甲方支付每次伍万圆人民币的违约金，情节严重者，甲方有权利取消乙方的供应商资格。

　　Party B shall not provide the abovementioned special materials of Party A to any individuals in any form (At sample phase of Party A, the sample provided by Party B to engineer of Party A for approval is excluded.). If the materials are proven to be outflow from Party B, Party B shall pay Party A RmB50, 000 for each outflow as compensation for breach of contract; in case of serious outflow, Party A has the right to cancel the qualification of Party B as a supplier.

　　7、一般条款 General Provisions

　　7.1本协议若有版本升级，则新版本协议签订后旧版本自动解除。

　　In case of any agreement upgrade, the old version of agreement shall be automatically terminated as long as the new version of agreement is signed.

　　7.2本协议一式两份，甲乙双方各执一份，自双方签章后生效。

　　This agreement is made in duplicate. Party A and Party B shall hold one original each. The agreement will come into force at signature and seal of both parties.

　　7.3本协议之解释、效力、履行及其他未尽事宜均依中华人民共和国法律为准，任何关于本协议产生的争议，由双方协商解决，协商不成的，双方同意任何一方均向甲方所在地人民法院起诉。

　　This agreement is construed in accordance with, enforced pursuant to and governed by laws of the People’s Republic of China. Any dispute arising from this agreement shall be settled through consultations. In case no agreement reached by the two parties, the case in dispute shall then be submitted to the local people’s court in the location of Party A.