英文合同【精选5篇】
随着人们法律意识的建立，合同在生活中的使用越来越广泛，签订合同也是避免争端的最好方式之一。那么问题来了，到底应如何拟定合同呢？以下内容是差异网为您带来的5篇《英文合同》，希望能够满足亲的需求。
英文合同 篇一
CONTRACT OF GOODS PURCHASE
Contract No.:
合同号：
Date:
日期：
The Buyer: 买方：
Address: 地址：
Fax: 传真：
Tel: 电话：
The Seller: 卖方：
Address: 地址：
Fax: 传真：
Tel: 电话：
1. COMMODITY AND PRICE 商品和价格
This Contract is made by and between the Buyer and the Seller; whereby the Buyer agrees to buy and the Seller agrees to sell the commodity and on terms and conditions stipulated below:
本合同由买卖双方订立，根据下列条款和条件买方同意购买且卖方同意出售下列商品： Item No. 序号
Commodity and specifications 商品和规格
Quantity数量
Unit Price + Price Term单价和价格术语
Total Amount in U.S.Dollar总价（美元）
1
TOTAL value: USD (SAY U.S. DOLLARONLY)总金额： 美元 (大写 美元整)
2. COUNTRY OF ORIGIN AND MANUFACTURERS: THE NETHERLANDS/ PHILIPS 原产国和制造商：
3. TIME OF SHIPMENT: 装运时间：
The Seller agrees to exercise customary & reasonable business practices to meet the Buyer’
s requested delivery dates set forth herein. The Buyer understands that shipping dates may depend upon site readiness and the Seller’
s prompt receipt of all necessary information from the Buyer as well as prompt shipment of the products from its sub-supplier. The Seller shall not be liable to pay compensation to the Buyer for non, late or mis-delivery for causes beyond the Seller’
s control (and if not remedied within a reasonable time).
卖方同意采用惯常的和合理的商业作法满足买方上述列明的交付日的要求。买方知悉装运日期取决于场地的准备就绪、卖方从买方及时收到所有必要的信息以及卖方的转供货商对产品的及时发运。卖方不应对超出其控制的'原因导致的未交付、延迟交付或错误交付（并且未在合理的时间内补救）对买方承担赔偿责任。
4. PORT OF SHIPMENT / LOADING:MAIN SEAPORT OF EUROPE
发运港/装运港 ： 欧洲主要海港
5. PORT OF DESTINATION:
目的港 ：，中国， The People’s Republic of China
6. MODE OF SHIPMENT: (in case of third party items required)
装运方式：（如果需要第三方项目）
Partial shipment not allowed- 不允许部分装运
Transhipment allowed- 允许转运
Unless otherwise stated, the Seller shall arrange delivery of the products to the Buyer at the destination port stated herein and by the appropriate transportation means as the Seller shall think fit.
除非另有规定，卖方应安排产品通过卖方认为适合的恰当的运输方式将产品在本合同项下规定的目的港交付给买方。
7. INSURANCE:保险
To be covered by the Seller for 110% of invoice value against war risks, all risks including TPND, breakage and leakage
应由卖方按发票金额的110% 投保战争保险 , 一切险包括TPND, 破碎及渗漏。
8. PACKING:包装
In standard Philips Export Packing and seaworthy materials for marine transportation.
应以适合海运的材料用标准的飞利浦出口包装进行包装。
英文合同 篇二
marks 20xx
SHIPBUILDING CONTRACT
船舶建造合同
DATE:
BUYER: ************* (HERE AFTER CALLED “THE PARTY A”)
船东：**************（以下简称甲方）
ADD/地址：********************
BULDER:*************** (HERE AFTER CALLED “THE PARTY B”)
船厂：*****************（以下简称乙方）
ADD/地址：
IMPORT & EXPORT AGENCY: ****************(HERE AFTER CALLED “THE PARTY C”) AS THE AGENCY OF THE SHIPYARD
进出口代理方：****************（以下简称丙方）作为************的出口代理方
ADD/地址：************************
THIS AGREEMENT IS MADE BY BOTH ******AND ********。WHEREAS, THE PARTY
A DESIRES TO BUILD A ZC CLASS BULK CARRIER VESSELS OF ****TON (HERE IN AFTER CALLED “THE SHIP”) IN CHINA AND ENTRUSTS THE CONSTRUCTION TO THE PARTY B AGREES TO UNDERTAKE THE CONSTRUCTION OF THE SHIP.
:******因为公司发展需要，委托********建造一艘ZC级****吨散货船1艘，经过双方友好协商，达成如下共识。特签订如下船舶建造合同，以资双方共同遵守：
1．SHIP BUILDING CONTENT 工程内容：
THE SHIP SHALL BE USED BOTH AS A ZC LEVELS ****TON BULK CARRIER BASED ON THE DIMENSION AS SHOWN BELOW:
甲方委托乙方建造一艘ZC级****T散货船1艘，每台主尺度如下：
LOA: M
总长：米
BREADTH: M
型宽：米
DEPTH:
型深：米
DRAFT: M
吃水：米
CEMENT: TON
排水量：T
MAIN ENGINE: HP SHANDONG ZIBO/ONE SET
主机：山东淄博 马力一台
2．BUILDING PLAN:施工图纸
THE PARTY B SHALL BUILD THE SHIP ACCORDING THE FULL SET OF THE DESIGN DRAWING AND OTHER INVOLVED DOCUMENTS WHICH ARE APPROVED TO BE QUALIFIED
乙方提供的全套送审合格的`设计图纸及相关文件，进行施工建造。
PLAN NO:
图纸号：
3．BULDING COST: 工程总造价
USD ***** (SAY US DOLLAR ********ONLY)
美元叁拾壹万伍仟壹佰柒拾伍整
4. PAYMENT: 付款方式：
THE PARTY A SHALL REMIT THE BUIDING COST TO THE DESINGNATED BANK ACCOUNT BY THE PARTY B AS SHOWN BELOW.
甲方直接至乙方银行帐号。
BANKING INFORMATION:
账户如下：
NAME OF BANK: *********
开户银行：
ACCOUNT NUMBER:
银行帐号：
BENEFICIARY:
收款单位：
BANK ADD:
银行地点：
SWIFT CODE:
银行编号：
FIRST PAYMENT: USD (SAY US DOLLARS ONLY) SHOULD BE PAID WITH IN ** DAYS AFTER THE CONTRACT HAVE BEEN SIGNED.
第一款：本合同签字后**日内支付美元***********整。
LAST PAYMENT: USD****** (SAY US DOLLARS***********ONLY) SHOULD BE PAID BEFORE OR ON 30TH DECEMBER 20xx.
尾款：交船时支付美元贰拾壹万伍仟捌佰伍拾整。
英文合同 篇三
产 品 购 销 合 同
甲 方（买方） ：
(PURCHASE CONTRACT)
Buyer
:
乙 方（卖方） :Supplier
买卖双方同意成交下列产品，订立条款如下：The undersigned Seller and Buyer agree following transaction, terms and conditions are specified as below:
第一条 定购产品： Art.1 Ordered products:
:
第二条 质量要求及技术标准：
Art. 2 Quality requirements and technical specifications:
2.1按照本合同第一条约定的规格生产产品，质量标准按照生产厂商技术标准。
2.1 In accordance with prescribed products description of Art.1, the quality standard is based on manufacturer’s technical standard.
第三条 发货时间和发货方式：
Art. 3 Delivery time and terms of shipment:
3.1 发货时间：
3.1 Lead Time: 3.2 发货方式： 3.2 Terms of shipment:
第四条 付款方式：
Art. 4 Terms of payment:
第五条 收货和验收条款：
Art. 5 Goods reception and acceptance:
5.1 验收标准：按照本合同第二条约定的质量要求及技术标准。
5.1 Acceptance criteria: according to the Art. 2 Quality requirements and technical specifications of the present
contract
第六条 违约责任：
Art. 6 Liability for breach of contract:
6.1 甲方延期付款的，乙方交付产品的时间可相应顺延，甲方按照延期支付金额的/日向乙方支付滞纳金，直至款项付清之日。甲方延期支付超过三十日的，乙方有权选择解除合同，甲方按照合同滞纳金标准向乙方支付违约金（支付至乙方提出解除日），向乙方返还产品，甲方已经支付的款项作为赔偿，如不足以弥补乙方的损失的，由甲方另行赔偿。
6.1 Should Party A postpone payment, Party B has right to delay shipment date; Party A should consequently pay late fees of 0.5% per day of the contract amount to party B till date of full payment. Should party A defers payment over 30 days, party B may dissolve the contract and Party A, according to above stipulated late fees rate, should pay Party B liquidated damages (until dissolution date released by party B) and Party A should return the goods to Party B. Actual amount paid by party A is considered as a compensation to Party B; party A should compensate the loss of party B additionally if above said compensation is not able to cover all the damage caused.
6.2 乙方按照本合同约定的时间、地点、质量要求和技术标准向甲方提供定购产品，如延期交付的，按照未交付产品金额的 0.5% /日向甲方支付滞纳金。因乙方延期到货给甲方造成的损失由乙方赔偿。（因甲方未按期支付价款导致延期交货的除外）
6-2 Party B should provide ordered goods to party A based on lead time, place, quality requirements and technical specifications stipulated on the present contract. Late fees, charged to party B, of 0.5% per day will be applied on values of goods overdue. Compensation of loss & damage caused by late delivery should be charged
to party B. (except late shipment due to overdue payment by party A)
6.3 甲方未按合同约定收货或无正当理由提出异议拒绝收货的，乙方将产品运输至交货地点之日视为甲方收到货物和验收合格的时间，由此造成的`损失由甲方负责。
6.3 Should party A fails to receive goods or refuse receiving goods delivered without justified or valid reason, the day when goods shipped to stipulated location will be considered as the day of reception and acceptance, party A is responsible for loss & damage caused.
第七条 不可抗力： Art. 7 The force majeure:
战争、动乱、瘟疫、地震、台风、洪水、物体坠落或其他非合同双方责任造成的爆炸、火灾、意外事故和自然灾害。 任何一方由于不可抗力原因不能履行合同时，应在不可抗力事件发生后3日内通知对方，尽力减少损失。不可抗力造成的损失，由双方自行承担。
Definition: war, uest, plague, earthquake, typhoon, flood, falling objects or any other explosion, fire, accidents and natural disasters which are excluded by both parties’ responsibilities of the present contract. Should one party is unable to fulfill the contract due to the force majeure, the party concerned should inform the other party in 3 days from the date of the event and should try all means to reduce loss caused. The damage caused by the force majeure should be born by each party’s own risk.
第八条 争议解决： Art. 8 Dispute resolutions:
双方发生争议的，应协商解决，协商不成的，由非第一和第二方所在地有管辖权的人民法院 裁决。 All eventual disputes should be settled through friendly negotiation. If consultation fails, arbitration should be settled by a jurisdiction court located in a country other than both parties’ ones.
第九条 其他： Article 9 Miscellanea:
9.1 双方应对合同履行过程中的技术信息和商业秘密承担保密责任，如因任何一方未尽此义务导致他方经济损失，应予赔偿。
9.1 Both parties are responsible to maintain confidentiality regarding all technical and commercial information. Economic losses caused by lack of fulfillment of the duty should be compensated by the party concerned. 9.2 本合同未尽事宜或合同变更，经双方协商一致后签订补充合同，效力与本合同一致。
9.2 Any modification or complementary clauses to the present contract should be negotiated and amended
which will have the same valid effect as the present contract.
9.3本合同一式二份，双方各执一份，经双方签字后即生效，传真件亦适用。
9.3 This present contract is in duplicate, one original for each party; effective once signed by both parties. Fax
copy is also valid and applicable.
英文合同 篇四
Party A (Inviter)：甲方（邀请方）：
Person in Charge：负责人：
Phone: 电 话：
Party B （Performer）：Festival Chamber Orchestra 乙方（演出方）： 节日室内乐团
Person in Charge：负责人：
Phone: 电 话：
As Party A requested, Party B will provide orchestra performance service for Party A. The contract of the performance service is as following after friendly negotiation between the two parties:
受甲方委托，乙方为甲方提供管弦乐演出服务。经双方友好协商，特签署如下演出服务合同：
I. BASIC CONDITIONS: 基本概述：
A, Number of people in the performance: 演出人数：
B, Venue of the performance: 演出地点：
C, Time of the performance: year/month/date/time____ (All the performers will arrive at the venue 15 minutes prior to the start of the performance. Each performance will be within 90 minutes. There include 10 minutes break between the two halves. Extra times performance required by Part A cost extra pro rata.)
演出时间：____年___ 月___日 (演出人员提前15分钟到现场，每场演出时间为90分钟之内，包括中间休息10分钟。如果甲方要求额外增加演出时间，将需按比例额外支付演出费于乙方。)
D, Main performance programs 主要演出节目包括
圣诞节及新年欢庆爵士 Christmas & New Years Holiday Jazz
约翰斯特劳斯圆舞曲 Strauss Walts
春之声 Voices of Spring
南国玫瑰 Roses from the South
维也纳森林的故事 Tales from the Vienna Woods
蓝色多瑙河 On the Beautiful Blue Danube
多瑙河之波 Danube Waves
意大利名歌 Italian Songs
II. CONDITIONS OF THE PAYMENT价格条款
A, Party A will pay Party B____(US DOLOLLAR) as the service fee (including tax).
甲方向乙方支付演出服务费____ 美元 （含税）；
B, Way/s of Payment: 付款方式：
a. Party A will pay Party B 30% of the total fee of the performance service one week before the performance. The remaining 70% of the performance fee will be paid to Party B on the same day of the performance by Party A.
甲方提前一周向乙方支付定金为演出服务费总额的30%，余额70%于演出当天向乙方结清。
b. Party A must guarantee to pay Party B the whole amount of service fee on the same day when the performance is finished. The way of payment can be cash.
甲方保证在演出活动结束当天向乙方支付全额演出服务费；支付方式可按现金支付。
C, If Party A needs to have a receipt from Party B, Party A must pay extra fee which is equal to the tax later on paid by Party B.
如甲方需乙方提供发票给甲方，甲方须另补足相应的。税收金额。
III. SERVICE CONDITIONS服务条款
A, Party A should provide proper venue and some room/s for performers to have a rest. During the performing time, it is Party As responsibility to make sure of good order inside the venue so as to let the performance go smoothly without any interference or disruption. During the recess, person/s in charge of Party A should provide a cup of soft drink for each performer from Party B.
甲方在合同期内为乙方提供合适的场所和演员休息室，在演出时间内，负责维持好场内秩序，以保证演出顺利进行。休息时间甲方主管人员负责向乙方演出人员提供每人软饮料一杯。
B, Party B will guarantee that all the performers have the skills/standard/expertise agreed on the contract.
乙方保证派出的演出人员应具有双方商议所确定的水平和能力。
C, Party B must guarantee that all the performers will arrive at the venue punctually and be ready for the performance service. Any performers from Party B should not either arrive late or leave early. If there is an emergency, Party B must inform Party A beforehand and get approval from Party A.
乙方必须确保安排的演出人员按指定时间到达指定地点提供演出服务；乙方在演出时间内不得迟到早退，如有特殊情况，必须事先通知且征得甲方同意。
D, Party B will guarantee the number of ...... performers. The ensemble members will wear costumes for the performance and use make-up so as to look nice and elegance. If any other equipment/s is/are needed for the performance, Party B must meet all the requirements.
乙方保证乐队演出人数 人，乐队统一服饰，演员必须化装，穿演出服，仪表整洁、大方；如该场演出需要乙方携带附属演出所需其它设备，乙方必须完全按要求做到。
IV. BREAKING THE CONTRACT违约条款
A, If there is no guarantee to send the performers for Party A agreed in the contract, Party B should inform Party A 15 working days prior to the performance. It is also Party Bs responsibility to recommend some other performers who have the same skills/expertise for Party A. Otherwise Party A reserves the right to seek for compensation from Party B.
如乙方此后不能为甲方派出约定的演员，乙方应提前15个工作日通知甲方，并有义务向甲方推荐具有同等水平和能力的演员；否则甲方将保留索赔的权力。
B, Both Party A and Party B must reconfirm the contract seven days prior to the performance. After the reconfirmation, any cancellation of the contract either from Party A or Party B will be regarded as the violation of the contract Consequently, whoever cancelled the contract will pay another party 50% of the total service fee as the compensation of the violating the contract.
甲、乙双方须在演出前一周（七天）予以最后确认演出合同，之后届时无论哪方取消演出，均视为单方违约行为，并须向对方支付50%标的的违约金。
C, Any other affairs or the dispute/s caused by the contract will be kindly negotiated between the two parties.
其它未尽事宜，或由本合同引发的争议，由双方友好协商解决。
V. EFFICACITY PROVISION效力条款
A, There are two copies of this contract. Party A and Party B will keep one copy each.
本合同一式两份，甲、乙双方各执一份；
B, This contract starts to be legally bounden to both parties since the day when it is signed. The fax has the same legal bound as the formal contract.
自签字之日起生效，传真件与合同正本均有效。
Party A (Inviter)： Party B （Performer）：
甲方（邀请方）： 乙方（演出方）：节日室内乐团
Year / Month / Date Year / Month / Date
年 月 日 年 月 日
英文合同 篇五
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: __________________________________________.
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